milgrey finance & investments ltd share price Auditors report


To,

THE MEMBERS OF

MILGREY FINANCE AND INVESTMENTS LIMITED Report On the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS Financial Statements of MILGREY FINANCE AND INVESTMENTS LIMITED ("The Company"), which Comprise the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement of Cash Flow and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Auditors Qualified Opinion

(i) In our qualified opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and except for the effects of the matter described in the Basis for qualified opinion mentioned below; and

(ii) Except for the effects of the matter described in the Basis for qualified opinion given below 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 31/03/2023, and its Profit and its cash flows for the year ended on that date.

Basis for Qualified 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 qualified opinion.

• The Company has taken unsecured loans/deposits from various parties are not accordance with Sections 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014 and explanation given by the management is "The Company has borrowed money from Mr. Abhay Gupta, director. We have a declaration from him" however no document provided by the management in this regards

• The company has given loans and advance to various corporate like Anibe securities Pvt. Ltd Profin Capital Services Ltd. and other individuals which is clearly out of the funds raised by the company through preferential allotment of share warrants , are not accordance with Section 186 of companies Act, 2013 explanation given by the management is "We will pass the special resolution in the AGM to be held for the year 2022-23"

The company clearly violating provisions of section 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014 and Section 186 of companies Act, 2013 and the management not providing any interest on above mentioned loans and advances also not giving interest on deposits which resulted in to understatement of interest income and expenses , also impact the financial statements.

• The company raised the funds thought Preferential Issue share warrants with the objects mentioned in explanatory statement pursuant to section 102 of the companies act, 2013 read with rule made thereto (the "act") and SEB1 "CDR) regulations that "The company is looking forward to augmenting the capital base to take advantage of any organic or inorganic growth opportunities. The Company proposes to utilise the funds raised through preferential allotment towards investment in new projects, Joint Ventures, Companies and/or Body Corporates. The funds are also proposed to be utilised towards meeting the working capital requirements and General Corporate Purposes." However the company use the amount to give the loans to various corporate like Ambe securities Pvt. Ltd ., Profin Capital Services Ltd. and other individuals and management explanation in this regards is "The moneys are parked with the companies temporarily for earning interest" its not allowed to use the funds raised by Preferential Issue share warrants other than the objects mentioned explanatory statement, the management explanation is not acceptable and misleading because as per management "The moneys are parked with the companies temporarily for earning interest" however there is no interest provided in loans given and no further explanations given by the management.

Emphasis of Matter

• Note 3 in the financial statements which indicates that the Company has accumulated losses and its net worth has been fully / substantially eroded, the Company has incurred a net loss/net cash loss during the current and previous year(s). These conditions, along with other like there is no projects or order in hand form last 4-5 year, indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons given management that "The management has identified one or two business activities/projects in which the Company can gainfully and advantageously embark. These will be done during the current financial year 2023 24" however no supporting document or communication provided by the management for the same.

Information Other than the Financial Statements 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 standalone financial statements and our auditors report thereon.

Our qualified opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read such other information as and when made available to us and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance

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 standalone financial statements that give a true and fair view of the financial position, financial performance (including Other Comprehensive Income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

Auditors Responsibility

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 qualified 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 judgement 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 qualified 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our qualified 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 dpubt 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 qualified 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.

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

As required by the Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we enclose in the "Annexure A" a statement on matters specified in paragraph 3 & 4 of the said order.

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our qualified 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, the Statement ofProfit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our qualified opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 23/06/2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31s1 March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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 qualified opinion and to the best of our information and according to the explanations given to us and subject to our qualifications :

A) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

B) The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

C) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For A. K. Kocchar & Associates
Chartered Accountants
Firm registration no. 120410W
Place: Mumbai
Date: 23rd June 2023
UDIN: 23423896BGTVXS4149 CX Abhilash Darda
(Partner)
Membership Number: 423896

ANNEXURE-A

Reports under The Companies (Auditors Report) Order, 2020 (CARO 2020) for the year ended on 31st March 2023

To,

The Members of

MILGREY FINANCE AND INVESTMENTS LIMITED

i. Property, Plant and Equipment and Intangible Assets

The company does not have any Property, Plant and Equipment and hence reporting under clause

(i) is not applicable.

ii. Inventory and other current assets

(a) The Company does not have any inventory and hence reporting under clause ii(a) is not applicable.

(b) The company has not been sanctioned working capital limits at any point of time during the year, from bank or financial institutions on the basis of security of current assets and hence reporting under clause ii(b) is not applicable.

iii. Investment, Loans or Advances by Company

(a) The company has not made investments in companies during the year and hence reporting under clause iii(a) is not applicable.

(b) The Company has granted unsecured loans and advances to companies, firms and other parties during the year.The company has given loans and advance to various corporate like Ambe securities Pvt. Ltd ., Profin Capital Services Ltd. and other individuals which is clearly out of the funds raised by the company through preferential allotment of share warrants , are not accordance with Section 186 of companies Act, 2013 explanation given by the management is "We will pass the special resolution in the AGM to be held for the year 2022-23" The company clearly violating provisions of section 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014 and Section 186 of companies Act, 2013 and the management not providing any interest on above mentioned loans and advances also not giving interest on deposits which resulted in to understatement of interest income and expenses, also impact the financial statements.

(c) In our qualified opinion and according to the information and explanations given to us. The rate of interest and other terms and conditions for such loans are prejudicial to the companys interest.

(d) In respect of loans granted, repayment of the is as stipulated and payment

of interest have been provided .

(e) In respect of loans granted by the company, there is no overdue amount remaining outstanding as at the balance sheet date.

(f) According to the informatioji and explanations given to us and on the basis of our examination of the records of the Company, there is no loan given falling due during the year, which has been renewed or extended or fresh loans given to settle the overdues of existing loans given to the same party.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not given any loans either repayable on demand or without specifying any terms or period of repayment.

iv. Loan to Directors and Investment by the Company

The Company has not complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

The company has given loans and advance to various corporate like Ambe securities Pvt. Ltd ., Profin Capital Services Ltd. and other individuals which is clearly out of the funds raised by the company through preferential allotment of share warrants , are not accordance with Section 186 of companies Act, 2013 explanation given by the management is "We will pass the special resolution in the AGM to be held for the year 2022-23"

The company clearly violating provisions of section 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014 and Section 186 of companies Act, 2013 and the management not providing any interest on above mentioned loans and advances also not giving interest on deposits which resulted in to understatement of interest income and expenses , also impact the financial statements.

v. Deposits Accepted by the Company

The Company has accepted any deposit or amounts which are deemed to be deposits. The Company has taken unsecured loans/deposits from various parties are not accordance with Sections 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014 and explanation given by the management is "The Company has borrowed money from Mr. Abhay Gupta, director. We have a declaration from him" however no document provided by the management in this regards

vi. Maintenance of Cost records

The maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause (vi) of the Order is not applicable to the Company.

vii. Statutory Dues

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident 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 applicable to it.

(b) There is no dispute with the revenue authorities regarding any duty or tax payable.

(c) GST no. of the company is suspended and not filing the GST returns.

viii. Disclosure of Undisclosed Transactions

There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. Loans or Other Borrowings

(a) The company has not defaulted in repayment of dues to financial institution or bank.

(b) The Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority

(c) The Company has availed loans and were applied by the company for the purposes for which the loans were obtained.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds have been raised on shortterm basis by the Company. Accordingly, clause (ix)(d) of the Order is not applicable.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries and hence reporting on clause 3(ix)(f) of the Order is not applicable.

X. Money raised by IPO, FPOs

(a) The Company has raised moneys by way of initial public offer or further public offer during the year.

(b) During the year, the company had made preferential allotment of shares and converted preference shares into equity shares, The company raised the funds thought Preferential Issue share warrants with the objects mentioned in explanatory statement pursuant to section 102 of the companies act, 2013 read with rulejgj^^^jg^o (the "act") and SEBI "CDR) regulations that "The company is looking forward to augmenting the capital base to take advantage of any organic or inorganic growth opportunities. The Company proposes to utilise the funds raised through preferential allotment towards investment in new projects, Joint Ventures, Companies and/or Body Corporates. The funds are also proposed to be utilised towards meeting the working capital requirements and General Corporate Purposes." However the company use the amount to give the loans to various corporate like Ambe securities Pvt. Ltd ., Profin Capital Services Ltd. and other individuals and management explanation in this regards is "The moneys are parked with the companies temporarily for earning interest" its not allowed to use the funds raised by Preferential Issue share warrants other than the objects mentioned explanatory statement, the management explanation is not acceptable and misleading because as per management "The moneys are parked with the companies temporarily for earning interest" however there is no interest provided in loans given and no further explanations given by the management.

xi. Reporting of Fraud During the Year

(a) No fraud by the Company and no material 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 in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report

(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures.

xii. Compliance by Nidhi Company Regarding Net Owned Fund to Deposits Ratio

The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

xiii. Related party transactions

In our qualified opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable Ind As.

xiv. Internal audit system

In our qualified opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

xv. Non cash transactions

In our qualified opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors.

xvi. Requirement of Registration under 45-IA of Reserve Bank of India Act, 1934

The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause (xvi)(a), (b) and (c) of the Order is not applicable.

xvii. Cash Losses

The Company has not incurred cash losses in the current and in the immediately preceding financial year.

xviii. Consideration of outgoing auditors

The issues, objections or concerns raised by the outgoing auditors has been taken into considerations.

xix. Material uncertainty in relation to realisation of financial assets and payment of financial liabilities

According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and - management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not 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. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. Compliance of CSR

In our qualified opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Companies Act, 2013 pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

In our qualified opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Companies Act, 2013 pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

FOR A K KOCCHAR & ASSOCIATES
(Chartered Accountants)
Place: Mumbai Reg No. :0120410W
Date : 23.06.2023
ABHILASH DARDA
(Partner)
Membership No : 423896
UDIN:23423896BGTVXS4149

"Annexure - B" to the Auditors Report

Referred to in paragraph 10(f) of the Independents Auditors Report of even date to the members of Milgrey Finance & Investments Limited on the standalone financial statements for the year ?• ended 31st March 2023.

Report on the Internal Financial Controls under Clause (i) of sub - section 143 of the Act

We have audited the internal financial controls over financial reporting of Empower India Limited ("the Company") as of 31st March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring , the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an qualified opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the standards on auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those standards and Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all materials respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal Financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls over financial reporting includes those policies and procedures that subject to our qualified opinion ,

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified opinion

In our qualified opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March,2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For A. K. Kocchar & Associates
Chartered Accountants
Firm registration no. 120410W
CA Abhilash Darda
(Partner)
Place: Mumbai Membership number: 423896
Date: 23rd June 2023
UDIN: 23423896BGTVXS4149