To The Members
MS Securities Limited
(Now Known as Swadha Nature Limited)
CIN NO: L01100BR1992PLC004781
REPORT ON THE FINANCIAL STATEMENTS:
Opinion
We have audited the accompanying financial statements of MS Securities Limited (Now
knowns as Swadha Nature Limited) (‘the Company) which comprise the Balance Sheet as
at 31st March, 2023, the Statement of Profit and Loss, the Cash Flow Statement
for the year then ended, and a summary of the significant accounting policies and other
explanatory information. In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial statements give the
information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2023, and profit/loss and its cash flows for the
year ended on that date.
a) In the case of the balance sheet, of the state of affairs of the company as at March
31, 2023 b) In the case of the Profit and Loss Account, of the profit for the period ended
on that date and c) In the case of cash flow statement, for the cash flows for the year
ended on that date d) And the changes in equity for the year ended on that date
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditors Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules there
under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Information Other than the Financial Statement and Auditors Report Thereon
The Companys Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexures to Boards Report, Business
Responsibility Report, Corporate Governance and Shareholders Information, but does not
include the financial statements and our auditors report thereon.
Our opinion on the financial statement does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this information; we are required to report the fact. We have nothing to
report in this regard except appointment of Company Secretary in the company was not done
till the date of signing our audit report as required under section 203 of the Company
Act, 2013 and also we are relying on the data provided regarding shareholders holding
shares more than five percent.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial Statements:
(a) Note 4, which describes the Loans & Advances given to associate concern. Our
opinion is not modified in respect of these matters.
Managements Responsibility for the Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of
these financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, cash flows and changes in
equity of the company in accordance with the accounting principles generally accepted in
India, including the Indian Accounting Standards specified under Section 133 of the Act,
read with the Companies (Indian Accounting Standard) Rules, 2015, as amended. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Board of Directors are also responsible for overseeing the companys financial
reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also: Identify and assess the
risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order
to design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements: -
1. As required by the Companies (Auditors Report) Order, 2016 (“the
Order”), issued by the Central Government of India in terms of sub-section (11) of
Section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanation which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c) The Balance Sheet, Statement of Profit and Loss (including other comprehensive
income), the Cash Flow Statement and the statement of changes in equity dealt with by this
Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified
under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st
March, 2023, taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2023, from being appointed as a director in
terms of Section 164(2) of the Act.
(f) With respect to the adequacy of internal financial controls over financial
reporting of the company and the operating effectiveness of such control, refer to our
separate report in ‘Annexure B; and
(g) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us:
i) The Company does not have any pending litigations which would impact its financial
position.
ii) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
Place: Ahmedabad |
Sd/- |
Date: 12-05-2023 |
Sanket Shah |
|
Chartered Accountants |
|
M.No.- 150873 |
|
UDIN: 23150873BGSDND8633 |
To The Members MS Securities Limited
(Now Known as Swadha Nature Limited) CIN No: L01100BR1992PLC004781
Referred to paragraph as stated above of our report of even date.
ANNEXURE-A
Further to our comments in the annexure referred to above, we report that: -
(i) (a) (A) Since, the records pertaining to Property, Plant and Equipment of the
company were not produced for our verification, we are unable to comment on whether the
company is maintaining proper records showing full particulars, including quantitative
details and situation of Property, Plant and Equipment; (B) The company does not have
intangible assets hence this clause is not applicable;
(b) Since, the records pertaining to Property, Plant and Equipment of the company were
not produced for our verification, we are unable to comment on the physical verification
procedure adopted for verification of Property, Plant and Equipment followed by the
management;
(c) The title deeds of all the immovable properties (other than properties where the
company is the lessee and the lease agreements are duly executed in favour of the lessee)
disclosed in the financial statements are held in the name of the company.
(d) The company has not revalued its Property, Plant and Equipment (including Right of
Use assets) or intangible assets or both during the year.
(e) As explained to us, no proceedings have been initiated or are pending against the
company for holding any benami p roperty u n d er the Benami T ransactions (Prohibition)
Act, 1988 (45 of 1988) and rules made thereunder.
(ii) (a) As explained to us, physical verification of inventory has been conducted at
reasonable intervals b y the management. In o u r opinion, the coverage and procedure of
such verification by the management is appropriate. No discrepancy of 10% or more in the
aggregate for each class of inventory were noticed on physical verification of stocks by
the management as compared to book records.
(b) The company has not been sanctioned working capital limits in excess of five crore
rupees, in aggregate, from banks or financial institutions on the basis of security of
current assets during any point of time of the year.
(iii) (a) During the year the company has not made investments in, nor provided any
guarantee or security or granted any loans or advances in the nature of loans, secured or
unsecured, to companies, firms, Limited Liability Partnerships or any other parties.
(b) According to the information and explanations given to us, no investments made, no
guarantees provided, no security given and the terms and conditions of the grant of all
loans and advances in the nature of loans and guarantees provided are not prima facie
prejudicial to the companys interest;
(c) Since no loans and advances has been given during the year, there is no stipulation
of schedule of repayment of principal and payment of interest.
(d) Since no loans and advances has been given during the year, therefore there is no
term of arrangement to stipulate any repayment schedule, hence this clause is not
applicable for the year.
(e) No loan or advance in the nature of loan granted which has fallen due during the
year, has been renewed or extended or fresh loans granted to settle the overdues of
existing loans given to the same parties.
(f) The company has not granted any loans or advances in the nature of loans either
repayable on demand or without specifying any terms or period of repayment.
(iv) In respect of loans, investments, guarantees, and security, provisions of section
185 and 186 of the Companies Act, 2013 have been complied.
(v) The company has not accepted any deposits or amounts which are deemed to be
deposits covered under sections 73 to 76 of the Companies Act, 2013.
(vi) As per information & explanation given by the management, maintenance of cost
records has not been specified by the Central Government under sub-section (1) of section
148 of the Companies Act.
(vii) (a) According to the records made available to us, company is regular in
depositing undisputed statutory d ues including Goods and Services T ax, p rovident fund,
employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of
excise, value added tax, cess and any other statutory dues to the appropriate authorities.
According to the information and explanation given to us there were no outstanding
statutory dues as on 31st of March, 2022 for a period of more than six months from the
date they became payable.
(b) According to the information and explanations given to us, there is no statutory
dues referred to in sub-clause (a) that have not been deposited on account of any dispute.
(viii) According to the information and explanations g iven b y the management, no
transactions not recorded in the books of account have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.
(ix) (a) In our opinion and according to the information and explanations given by the
management, we are of the opinion that the company has not defaulted in repayment of loans
or other borrowings or in the payment of interest thereon to any lender.
(b) According to the information and explanations given by the management, the company
is not declared willful defaulter by any bank or financial institution or other lender;
(c) In our opinion and according to the information and explanations given by the
management, the Company has utilized the money obtained by way of term loans during the
year for the purposes for which they were obtained.
(d) In our opinion and according to the information and explanations given by the
management, funds raised on short term basis have not been utilized for long term
purposes.
(e) In our opinion and according to the information and explanations given by the
management, the company has not taken any funds from any entity or person on account of or
to meet the obligations of its subsidiaries, associates or joint ventures. This clause is
not applicable.
(f) In our opinion and according to the information and explanations given by the
management, the company has not raised loans during the year on the pledge of securities
held in its subsidiaries, joint ventures or associate companies. This clause is not
applicable.
(x) (a) The company has not raised any money by way of initial public offer or further
public offer (including debt instruments) during the year.
(b) The company has not made any preferential allotment or private placement of shares
or convertible debentures (fully, partially or optionally convertible) during the year.
(xi) (a) According to the information and explanations given by the management, no
fraud by the company or any fraud on the company has been noticed or reported during the
year;
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed
by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and
Auditors) Rules, 2014 with the Central Government;
(c) According to the information and explanations given to us by the management, no
whistle-blower complaints had been received by the company
(xii) The company is not a Nidhi Company. Therefore, clause xii is not applicable on
the company.
(xiii) According to the information and explanations given to us, all transactions with
the related parties are in compliance with sections 177 and 188 of Companies Act, where
applicable and the details have been disclosed in the financial statements,
(xiv) (a) In our opinion and based on our examination, the company has an adequate
internal audit system commensurate with the size and nature of its business.
(b) In our opinion and based on our examination, the company have an internal audit
system and, the reports of the Internal Auditors for the period under audit were
considered by the us.
(xv) On the basis of the information and explanations given to us, in our opinion
during the year the company has not entered into any non-cash transactions with directors
or persons connected with him.
(xvi) (a) In our Opinion and based on our examination, the Company is notrequired to be
registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934).
(b) In our Opinion and based on our examination, the Company has not conducted any
Non-Banking Financial or Housing Finance activities without a valid Certificate of
Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act,
1934,
(c) In our Opinion and based on our examination, the Company is not a Core Investment
Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(d) According to the information and explanations given by the management, the Group
does not have any CIC as part of the Group.
(xvii) Based on our examination, the company has not incurred cash losses in the
financial year and in the immediately preceding financial year.
(xviii) There has not been resignation of the statutory auditors during the year.
Therefore, clause xviii is not applicable on the company.
(xix) On the information obtained from the management and audit procedures performed
and on the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying the
financial statements, the auditors knowledge of the Board of Directors and management
plans, we are of the opinion that no material uncertainty exists as on the date of the
audit report that company is capable of meeting its liabilities existing at the date of
balance sheet as and when they fall due within a period of one year from the balance sheet
date;
(xx) Based on our examination, the provision of section 135 are not applicable on the
company. Hence this clause is not applicable on the company.
Place: Ahmedabad |
Sd/- |
Date: 12-05-2023 |
Sanket Shah |
|
Chartered Accountants |
|
M.No.- 150873 |
|
UDIN: 23150873BGSDND8633 |
+91-9892691696
