TO,
THE MEMBERS OF MISHKA EXIM LIMITED
Report on the Audit of Standalone Financial Statements
Opinion
We have audited the accompanying Standalone financial statements of MISHKA EXIM LIMITED (the "Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows ended on that date, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "Standalone financial statements").
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 Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.
Information Other than the Standalone Financial Statements and Auditors Report Thereon
The Companys Board of Directors and Management 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 Report, and Shareholder Information, but does not include the financial statements and our auditors report thereon.
Our 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.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management and Those Charged with Governance (TCWG)
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, change 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, 2014. 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 Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone 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.
The Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibility
Our objectives are to obtain reasonable assurance about whether the Standalone 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 Standalone 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 Standalone Financial Results, 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 with reference to Standalone financial statement in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors 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 ability of the Company 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 Standalone Financial Statement 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 Standalone Financial Results, including the disclosures, and whether the Standalone Financial Results 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.
Report on Other Legal and Regulatory Requirements
1. 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 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.
(d) In our opinion, the aforesaid Standalone 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 31/03/2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31/03/2025 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.
(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(h) 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 has disclosed pending litigations and the impact on its financial position - refer note no. 32 to the Financial Statements.
ii. The Company has made provision, as required under the applicable law or applicable accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and (c) Based on our audit procedures we considered these reasonable and appropriate in the circumstances and nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.
v. No Dividend has been declared or paid by the company during the year.
vi. Based on our examination, which included test checks, the Company has used accounting software Tally for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
2. 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 give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For GAUR & ASSOCIATES
Chartered Accountants FRN: 005354C
Sd/-
S. K. Gupta
Partner
M. No. 016746 Place: New Delhi UDIN: 25016746BMGYDM4931 Date: 02/05/2025
"Annexure A" to the Independent Auditors Report
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of MISHKA EXIM LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013.
We have audited the internal financial controls over financial reporting of MISHKA EXIM LIMITED as of March 31, 2025 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 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 (the "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 Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. Those Standards and the 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 material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and operating effectiveness of internal control based on the assessed risk. The procedures selected depend upon on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over Standalone financial reporting.
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 Standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (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 Standalone 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 of the companys assets that could have a material effect on the Standalone 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 controls over financial reporting to future periods are subject to the risk that 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.
Opinion
In our 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 March 31, 2025, 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 GAUR & ASSOCIATES
Chartered Accountants FRN: 005354C
Sd/- S. K. Gupta
Partner
M. No. 016746 Place: New Delhi UDIN: 25016746BMGYDM4931 Date: 02/05/2025
Annexure ‘B to the Independent Auditors Report
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of MISHKA EXIM LIMITED
i. In respect of the Companys property, plant and equipment, right-of-use assets and intangible assets:
a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right of use assets.
B. The Company has maintained proper records showing full particulars of Intangible Assets.
b) The Company has a program of verification to cover all the items of Property, Plant and Equipment in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) Based on our examination of the property tax receipts and lease agreement for land on which building is constructed, registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title in respect of self-constructed buildings and title deeds of all other 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 standalone financial statements included under Property, Plant and Equipment are held in the name of the Company as at the balance sheet date.
d) The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.
e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
ii. a) The Company has a program of verification to cover all the items of Inventories in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Inventor were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
b) The Company has not been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, at any point of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.
iii. The Company has made investments in companies, firms, Limited Liability Partnerships, and granted unsecured loans to other parties, during the year, in respect of which:
a) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or not provided security to its subsidiaries, joint ventures and associates during the year, and hence reporting under clause 3(iii)(a)(A) of the Order is not applicable.
b) In our opinion, the investments made and the terms and conditions of the grant of loans, during the year are, prima facie, not prejudicial to the Companys interest.
c) The Company has not provided any loans or advances in the nature of loans or given guarantee or provided security to any other entity during the year, and hence reporting under clause 3(iii)(c) of the Order is not applicable
d) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or provided security to any other entity during the year, and hence reporting under clause 3(iii)(d) of the Order is not applicable
e) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or provided security to any other entity during the year, and hence reporting under clause 3(iii)(e) of the Order is not applicable.
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 during the year. Hence reporting under clause 3(iii)(f) is not applicable.
iv. In our opinion and according to the information and explanations given to us, the
Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
v. Based on our scrutiny of the companys records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any loans or deposits which are deemed to be deposits within the meaning of Rule 2(b) of the Companies (Acceptance of Deposits) Rules, 2014 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the Company. vi. According to the information and explanations provided by the management, the company is not engaged in production of any such goods or provision of any such services for which the Central Government has prescribed particulars relating to utilization of material or labour or other items of cost. Hence, the provisions of section 148(1) of the Act do not apply to the company. Hence, in our opinion, no comment on maintenance of cost records under section 148(1) of the Act is required.
vii. According to the information and explanations given to us, in respect of statutory dues: a) The Company has generally been regular in depositing undisputed statutory dues, including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Professional Tax, Value Added Tax, Cess and other statutory dues applicable to it with the appropriate authorities.
b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Professional Tax, Cess and other material statutory dues in arrears as at March 31, 2025 for a period of more than six months from the date they became payable.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no statutory dues relating to GST, Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Value Added Tax or Cess or other statutory dues which have not been deposited on account of any dispute, except as mentioned below:
Nature of the statute |
Nature of dues | Forum where Dispute is Pending | Period t which the Amouont Relates | Amount (Rs. In Thousands) |
The Income Tax Act,1961 |
Tax demand due to addition u/s 68 of The Income Tax Act, 1961 | ITAT (Appeals) | F.Y. 2016-17 | 14,897.65 |
viii. 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. In respect to repayment and usage of borrowings: a) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not taken any loans or borrowing from any lender, financial institution, bank, government or dues to debenture- holders. Accordingly, reporting under clause 3(ix)(a) of the Order is not applicable to the Company. b) The company has not been declared as willful defaulter by any bank or financial institution or other lender.
c) Based upon the audit procedures performed, we are of the opinion that the company do not have any term loan. Accordingly, reporting under clause 3(ix)(c) of the Order is not applicable to the Company.
d) On an overall examination of the standalone financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.
e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, as defined in the Act.
f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act).
x. In relation to use of money raised through issue of own shares: a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and hence reporting under clause 3(x)(a) of the Order is not applicable to the Company.
b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
xi. In respect of Reporting on Fraud: 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) During the year, no whistle blower complaint has been received.
xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the
Order is not applicable to the Company.
xiii. In our opinion and according to the information and explanations given to us, the
Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all 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 accounting standards.
xiv. a) In our opinion and based on our examination, the company does not require to have an internal audit system. Accordingly, clause 3(xiv)(a), of the Order is not applicable.
b) Based on information and explanations provided to us, no internal audit had been conducted of the company. Accordingly, clause 3(xiv)(a), of the Order is not applicable.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. In relation to Reporting on Registration u/s 45-IA of RBI Act: a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.
b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. The company has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company during the year. xix. 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 standalone financial statements and 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 indicating that 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 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. Provisions of section 135 of the Companies Act, 2013 are not applicable to the Company as the company does not qualify the limits of section. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.
For GAUR & ASSOCIATES
Chartered Accountants FRN: 005354C
Sd/-
S. K. Gupta
Partner
M. No. 016746 Place: New Delhi UDIN: 25016746BMGYDM4931 Date: 02/05/2025
#MDEnd#
#CGStart#
1. CORPORATE PHILOSOPHY
Corporate Governance is a reflection of value system encompassing the culture, policies, and relationships of Organization with its stakeholders. Transparency, Integrity and Accountability are key to balanced Corporate Governance Practices to ensure what an Organization should do to gain and retain the trust of its stakeholders at all times.
The Companies policy on Corporate Governance rests on the pillars of transparency, accountability, integrity, equity and environment responsibility in all facets of its operations. Good Corporate Governance therefore, embodies both enterprises (performance) and accountability (conformance).Our corporate governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as disclosures related to the leadership and governance of Mishka Exim Limited (‘the Company). We believe that an active, well-informed and independent board is necessary to ensure the highest standards of corporate governance.
At Mishka Exim Limited, the Board of Directors (‘the Board) is at the core of our corporate governance practice. The Board oversees the Managements functions and protects the long term interests of our stakeholders .Independent directors are
3
appointed not merely to fulfill the listing requirement but for their diverse skills, experience and external objectively that they bring to effectively perform their role to provide strategic direction, guidance and provide constructive support to the management by asking the right questions generating quality debates, discussions on major decisions and recommending effective alternative strategy(s). The Companys corporate governance practices and disclosures are in compliance of the requirements placed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("LODR").
(a) Code of Conduct
In terms of the requirement of Regulation 17(5)(a) of LODR (earlier Clause 49(II)(E) of the Listing Agreement)& Section 149(8) read with Schedule IV of the Companies Act, 2013, the Board of Directors of the Company, in line with the Corporate Philosophy, laid down the Code of Conduct ("Code") for all Board Members and Senior Management of the Company. The Code is displayed at the Companys website http://mishkaexim.com/(UnderInvestorsSection). As required, a declaration duly signed by the Managing Director regarding affirmation of compliance with the Code of Conduct is attached as "Annexure-1" to this Report on Corporate Governance.
2. BOARD OF DIRECTORS
(a) Composition
The details of composition and category of the Board of Directors of the Company as on March 31, 2025 is given below:
Name and Designation |
Category | Number of Board Meetings of the Company |
Number of other Boards in which he / she is a Director or Chairpers | Number of other Board Committee (s) in which he/she is a Member or Chairperso | Attendance at the last AGM (held on 30th September 2024) | |
| #Held durin g the year | Attend ed during the year | on | n | |||
Mr. Rajneesh Gupta, (Managing Director) |
Executive Director | 06 | 06 | 1 | 1 | Yes |
Mr. Akhil Mohan Gupta, (Independent Director) |
Non- Executive Independent Director | 06 | 06 | 1 | 3 | Yes |
Mrs. Suman Gupta (Woman Director) |
Promoter & Executive Director | 06 | 06 | 1 | 1 | Yes |
Mrs. Anju Agrawal |
Non- Executive Independent Director | 06 | 06 | 1 | 2 | Yes |
Mr. Varun Gupta |
Non- Executive Director | 06 | 06 | 1 | 1 | Yes |
Mr.Rajneesh Kumar Garg |
Non- Executive Independent Director | 06 | 06 | 1 | 1 | Yes |
Excluding interest in private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013.
Includes Chairmanship / membership of the Audit Committee and the Stakeholders Relationship Committee only.
(b) Board Meetings
Total 06 Board Meetings were held during the period under review. The time gap between two Board Meetings did not exceed the prescribed limit of 120 days. The requisite quorum was present for all the Board meetings held during the financial year 2024-25. The Details of the meetings of the Board attended by the Directors during the financial year 2024-25, are given below:
S No. |
Date | No. of Directors present |
01. |
09.01.2025 | 6 |
02. |
12.11.2024 | 6 |
03. |
06.09.2024 | 6 |
04. |
12.08.2024 | 6 |
05. |
13.07.2024 | 6 |
06. |
06.05.2024 | 6 |
(c) Separate Meeting of Independent Directors
In accordance with the provisions of Companies Act 2013, a separate meeting of the Independent Directors of the Company was held on 12th November 2024 to discuss the agenda item as prescribed. The Meeting was attended by Mr. Akhil Mohan Gupta, Mr. Rajneesh Kumar Garg and, Mrs. Anju Agrawal. The Meeting was chaired by Mr. Akhil Mohan Gupta and interalia discussed:
• The performance of non-Independent Directors and the Board as a whole;
• The performance of the Chairman of the Company, taking into account the views of executive Directors and non executive Directors; and
• The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. In addition to formal meetings, interactions also took place between the Chairman and Independent Directors.
(d) Independence and Familiarization Programme for the Independent Directors
The Company conducts Familiarization Programme for the Independent Directors at regular intervals to provide them an opportunity to familiarize with the Company, its Management and its operations.
As per Section 149(7) of the Companies Act, 2013, the Company has received declaration of independence from all the Independent Directors as on March 31, 2025.
(e) Relationships between directors inter-se
The Directors inter-se are not related to each other.
3. COMMITTEES:
The Company has Board level committees:
a) Audit Committee, b) Nomination and Remuneration Committee, c) Stakeholders Relationship Committee,
(a) Audit Committee
The Company has a duly constituted Audit Committee. The constituted Audit Committee has the terms and roles as specified in Regulation 18 of LODR and Section 177 of the Companies Act, 2013. The role of the Audit Committee inter alia includes the following:
i. Oversight of the Companys financial reporting process and disclosure of financial informations. ii. Recommendation to the Board of appointment, re-appointment, remuneration etc. of the Auditors. iii. Review of the Financial Statements with the Management before their submission to the Board for approval etc. iv. Discussion with Statutory Auditors of the Company about their findings, observations, suggestions, scope of audit etc. v. Review of Financial Statement and Auditors Report. vi. Review of internal control systems and accounting policies followed by the
Company.
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the Regulations), the Board of Directors of the Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Conduct for Regulation, Monitoring and Prevention of Insider Trading (the Code) to be followed by Directors, Employees and other connected persons. The Code contains regulations for preservation of price sensitive information, pre-clearance of trade and monitoring and implementation of the Code. Under the Code the Audit Committee is empowered to note and take on record the quarterly status reports detailing the dealings by Designated Persons in securities of the Company, as submitted by the Compliance officer on a quarterly basis;
In addition to the above, Audit Committee carries out all such other functions as provided under applicable laws and specified by the Board of Directors from time to time.
The current Audit Committee of your Company consists of three Directors namely
S.No. |
Name of the Director | Status | Nature of Directorship |
1 |
Mr. Rajneesh Kumar Garg | Chairperson | Independent Director |
2 |
Mr. Rajneesh Gupta | Member | Executive Director |
3 |
Mr. Akhil Mohan Gupta | Member | Independent Director |
Members of the Audit Committee possess financial / accounting expertise / exposure.
Mr. Rajneesh Kumar Garg, an Independent Non-Executive Director is the Chairperson of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee.
During the financial year 2024-25, 4(Four) Audit Committee meetings were held on:
S. No. |
Date of Audit Committee Meeting(s) |
1. |
09.01.2025 |
2. |
12.11.2024 |
3. |
12.08.2024 |
4. |
06.05.2024 |
Attendance at Audit Committee Meetings was as under:
AUDIT COMMITTEE |
|||
S. No. Name of the Member(s) |
Designation | No. of Meetings Held | No. of Meetings attended |
1 Mr. Akhil Mohan Gupta |
Member | 4 | 4 |
2 Mrs. Rajneesh Kumar Garg |
Chairperson | 4 | 4 |
3 Mr. Rajneesh Gupta |
Member | 4 | 4 |
(b) Nomination and Remuneration Committee (NRC)
The Company has a duly constituted Nomination and Remuneration Committees ("NRC"). The NRCs constitution and terms of reference are in compliance with provisions of the Section 178 of Companies Act, 2013, rules made there under and Regulation 19 of LODR.
The current NRC of your Company consists of three directors, namely:
S. No. |
Name of the Director | Status | Nature of Directorship |
1. |
Mr. Akhil Mohan Gupta | Chairman | Independent Director |
2. |
Mrs. Anju Agrawal | Member | Independent Director |
3. |
Mrs. Suman Gupta | Member | Director |
Mr. Akhil Mohan Gupta, an Independent Non-Executive Director is the Chairperson of the Committee. The Company Secretary of the Company acts as the Secretary of the Committee.
During the financial year 2024-25, 3 (Three) NRC meetings were held on:
S. No. |
Date of Nomination and Committee Meeting(s) | Remuneration |
1. |
06.09.2024 | |
2. |
12.08.2024 | |
3. |
06.05.2024 |
Attendances at Nomination & Remuneration Committee Meetings were as under:
Nomination & Remuneration Committee |
||||
S.no |
Name of the Member |
Designation | No. of Meetings Held | No. of Meetings attended |
1 |
Mr. Akhil Mohan Gupta |
Chairman | 3 | 3 |
2 |
Mrs. Anju Agrawal |
Member | 3 | 3 |
3 |
Mrs. Suman Gupta |
Member | 3 | 3 |
Stakeholders Relationship Committee:
The Company has a duly constituted Stakeholders Relationship Committee ("SRC"). The SRCs constitution and terms of reference are in compliance with provisions of the Section 178 of Companies Act, 2013, rules made there under and Regulation 20 of LODR.
The current SRC of your Company consists of three directors, namely,
S.No . Name of the Director |
Status | Nature of Directorship |
1 Mr. Varun Gupta |
Member | Non Executive & Non Independent Director |
2 Mrs. Anju Agrawal |
Chairman | Independent Director |
3 Mr. Akhil Mohan Gupta |
Member | Independent Director |
Mrs.Anju Agrawal, an Independent Non-Executive Director is the Chairman of the Committee. The Company Secretary of the Company acts as the Secretary of the Committee.
During the financial year 2024-25, 4 (Four) meetings of SRC have been held on:
S. No. |
Date of Stakeholders Committee Meeting(s) |
Relationship |
1. |
09.01.2025 |
|
2. |
12.11.2024 |
|
3. |
12.08.2024 |
|
4. |
06.05.2024 |
Stakeholders Relationship Committee |
||||
S.No |
Name of the Member | Designation | No. of Meetings Held | No. of Meetings Attende d |
1 |
Mr. Akhil Mohan Gupta | Member | 4 | 4 |
2 |
Mrs. Anju Agrawal | Chairperson | 4 | 4 |
3 |
Mr. Varun Gupta | Member | 4 | 4 |
M/s BIGSHARE SERVICES PVT. LTD., New Delhi is the Registrar & Share Transfer Agent of the Company. The Company has delegated the authority for share transfers to the employee(s) of the Company to ensure that the share transfers are complied regularly.
There are no pending complaints as on March 31, 2025.
5. DETAILS OF ANNUAL GENERAL MEETINGS:
(a) Location and time where the last three Annual General Meetings ("AGM") were held is as under: -
Year ended |
Date and Time |
Venue |
Special Resolution passed |
March 31, 2022 |
30.09.2022 at 11:00 a.m. |
Le Chef ,3rd Floor CrossRiver Mall, Maharaja Surajmal Marg, Vishwas Nagar Extn, Karkardooma, Shahdara Delhi- 110032 |
NA |
March 31, 2023 |
30.09.2023 at 11:00 a.m. |
Le Chef ,3rd Floor CrossRiver Mall, Maharaja Surajmal Marg, Vishwas Nagar Extn, Karkardooma, |
Re-Appointment of Mrs. Anju Agrawal (Din: 08137999) as an Independent Director. |
Shahdara Delhi- 110032 |
|||
March 31, 2024 |
30.09.2024 at 10:00 a.m. |
Le Chef ,3rd Floor CrossRiver Mall, Maharaja Surajmal Marg, Vishwas Nagar Extn, Karkardooma, Shahdara Delhi- 110032 |
NA |
6. MEANS OF COMMUNICATION
The Company provides unaudited as well as audited financial results to the stock exchanges immediately after being approved by the Board. The quarterly, half yearly and annual results of the Company are published in one English daily and one Hindi newspaper.
The Companys shareholding pattern, financial results, Code of Conduct, AGM Notice, Annual Reports, Corporate Governance Reports, Details of familiarization Programmes for Independent Directors, Vigil Mechanism (including Whistle Blower Mechanism / Policy), Terms and Conditions for appointment of an Independent Director, Policy on Dealing with related Party Transactions, Investor Contact details etc. and other information as required under applicable provisions of the Companies Act, 2013 read with rules made there under and LODR including Regulation 46(2)(n)are being displayed at Companys website under the head ‘Investors Section.
No presentations were made by the Company to the analysts or to the institutional investors.
7. DISCLOSURES
(a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company at large:
In compliance of applicable laws, your company has formulated a policy on materiality and dealing with related party transactions and details of the policy is available on the website http://mishkaexim.com/investor-relations
The disclosure of transactions with the related parties per Accounting Standard 18 is appearing in Note no. 28 of the notes to standalone financial statements with the Company for the year ended March 31, 2025.
(b) Details of non-compliance, penalties, strictures by stock exchanges or Securities & Exchange Board of India ("SEBI") or any statutory authority, on any matter related to the capital markets during last three years:
Fine Imposed by |
Com-plianceRequire- ment(Regu- lations/circulars/guide- linesincludingspecificclause) | Quarter | Fine Amount | Remarks |
BSE |
Reg 6(1) | JUNE 2021 | 91000 | Waived off |
BSE |
Reg 23(9) | MARCH 2022 | 25000 | Fine was paid |
BSE |
Reg 34 | MARCH 2022 | 4000 | Fine was paid |
BSE |
Reg 24A | MARCH 2024 | 35400 | Fine was paid |
(c) Details of establishment of vigil mechanism whistle blower policy, and affirmation that no personnel has been denied access to the Audit Committee.
The Business Conduct Manual of BLS is applicable for global operations including your Company, a copy of which is accessible to associates of the Company; inter-alia provides that associates can anonymously report violations by calling on the number mentioned therein. In compliance of applicable provisions of the Companies Act, 2013, rules made thereunder and Regulation the provisions of LODR, the Board of Directors of your Company had approved the Vigil Mechanism (including Whistle Blower Mechanism /Policy). The details of which are appearing on the website http://mishkaexim.com/ investor-relations. It is also affirmed that no personnel have been denied access to the Audit Committee.
(d) Details of compliance with mandatory requirements and adoption of non-mandatory requirements as specified in specified in Part E of Schedule II:
The Company had duly complied with all the mandatory requirements under Chapter IV of the SEBI LODR. The Company had not adopted the non-mandatory (discretionary) requirements as mentioned in Part E of Schedule-II of the SEBI LODR except that the Company has separate post for the Managing Director and that the Internal Auditor reports directly to the Audit Committee.
(e) Web link where policy for determining ‘material subsidiaries and policy for dealing related party transactions.
Policy for dealing related party transactions can be accessed at investor-relations.
(f) Disclosure of commodity price risks and commodity hedging activities
During the year under review, the Company had no price risks and commodity hedging activities.
(g) Disclosure of compliance with Corporate Governance Requirements
The Company has duly complied with the corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of LODR.
(h) Disclosure of accounting treatment
Accounting has been done in accordance with applicable accounting standards. There has been no change in accounting policies of the company during the year from the last financial year.
8. GENERAL SHAREHOLDERS INFORMATION
(a) AGM: Date, Time and Venue |
Tuesday the 30th day of September, 2025 at |
(i) |
10:00 A.M at Le Chef, 3rd Floor, Cross River Mall, C.B.D. Ground, Shahdara, Delhi- 110032 |
(ii) Financial Year |
April 01 to March 31 (The last financial year was of 12 months commencing from April 1, 2024 to March 31, 2025) |
(iii) Date of Book Closure |
24th September, 2025 to 30th September, 2025 (both days inclusive) |
(iv) Listing on Stock Exchanges |
BSE Ltd. PhirozeJeejeebhoy Towers, Dalal Street, Mumbai – 400001 |
(vi) Stock Code |
539220 (for BSE) |
(b) Commodity price risk or foreign exchange risk and hedging activities:
The Company does not have any price risk or foreign exchange and hedging activities.
(c) Corporate |
F-14, First Floor, Cross River Mall, CBD Ground, |
Office/Address of |
Shahdara, Delhi- 110032 |
Correspondence |
|
Investors |
F-14, First Floor, Cross River Mall, CBD Ground, |
| Shahdara, Delhi- 110032 | |
Correspondence: may be Addressed to |
|
Website |
http://www.mishkaexim.com/ |
E-mail ID |
mishkaexim@gmail.com |
9 OTHER INFORMATIONS
(a) Details of the Directors Seeking Appointment/Re-appointment:
Mr. Rajneesh Gupta, Director of the Company who has longest in the office is liable to retire by rotation and offer himself for re-appointment.
Appointment of Mr. Naresh Kumar Garg (DIN: 02290538), as Non-Executive Independent Director for a First term of 5 consecutive years.
Re-Appointment of Mr. Rajneesh Gupta (DIN: 00132141) as Managing Director for a term of 3 years.
(b) Management Discussion and Analysis Report
A Management Discussion and Analysis Report which forms part of the Annual report is given by means of a separate annexure and is attached to the Directors Report.
(c) Certificate from Secretarial Auditor regarding compliance of conditions of corporate governance
A Certificate from the Practicing Company Secretary is enclosed as "Annexure 2"to this Report on Corporate Governance certifying the compliance of corporate governance requirements by the Company.
(d) MD/CFO Certificate
In terms of the requirement of the Regulation17 (8) of the LODR, the certificates from MD/CFO had been obtained is enclosed as "Annexure- 3" to this Report on Corporate Governance.
(e) Certification from Company Secretary in Practice regarding Non- Disqualification of Directors on the Board
M/s Parveen Rastogi & Co, Practising Company Secretary has issued a Certificate as required under the listing regulations, conforming that none of the directors on the board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI/Ministry of Corporate Affairs or any such authority is enclosed as "Annexure-4" to this Report on Corporate Governance.
#CGEnd#
#ARStart#
TO,
THE MEMBERS OF MISHKA EXIM LIMITED
Report on the Audit of Standalone Financial Statements
Opinion
We have audited the accompanying Standalone financial statements of MISHKA EXIM LIMITED (the "Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows ended on that date, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "Standalone financial statements").
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 Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.
Information Other than the Standalone Financial Statements and Auditors Report Thereon
The Companys Board of Directors and Management 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 Report, and Shareholder Information, but does not include the financial statements and our auditors report thereon.
Our 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.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management and Those Charged with Governance (TCWG)
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, change 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, 2014. 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 Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone 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.
The Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibility
Our objectives are to obtain reasonable assurance about whether the Standalone 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 Standalone 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 Standalone Financial Results, 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 with reference to Standalone financial statement in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors 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 ability of the Company 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 Standalone Financial Statement 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 Standalone Financial Results, including the disclosures, and whether the Standalone Financial Results 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.
Report on Other Legal and Regulatory Requirements
1. 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 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.
(d) In our opinion, the aforesaid Standalone 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 31/03/2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31/03/2025 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.
(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(h) 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 has disclosed pending litigations and the impact on its financial position - refer note no. 32 to the Financial Statements.
ii. The Company has made provision, as required under the applicable law or applicable accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and (c) Based on our audit procedures we considered these reasonable and appropriate in the circumstances and nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.
v. No Dividend has been declared or paid by the company during the year.
vi. Based on our examination, which included test checks, the Company has used accounting software Tally for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
2. 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 give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For GAUR & ASSOCIATES
Chartered Accountants FRN: 005354C
Sd/-
S. K. Gupta
Partner
M. No. 016746 Place: New Delhi UDIN: 25016746BMGYDM4931 Date: 02/05/2025
"Annexure A" to the Independent Auditors Report
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of MISHKA EXIM LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013.
We have audited the internal financial controls over financial reporting of MISHKA EXIM LIMITED as of March 31, 2025 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 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 (the "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 Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. Those Standards and the 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 material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and operating effectiveness of internal control based on the assessed risk. The procedures selected depend upon on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over Standalone financial reporting.
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 Standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (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 Standalone 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 of the companys assets that could have a material effect on the Standalone 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 controls over financial reporting to future periods are subject to the risk that 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.
Opinion
In our 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 March 31, 2025, 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 GAUR & ASSOCIATES
Chartered Accountants FRN: 005354C
Sd/- S. K. Gupta
Partner
M. No. 016746 Place: New Delhi UDIN: 25016746BMGYDM4931 Date: 02/05/2025
Annexure ‘B to the Independent Auditors Report
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of MISHKA EXIM LIMITED
i. In respect of the Companys property, plant and equipment, right-of-use assets and intangible assets:
a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right of use assets.
B. The Company has maintained proper records showing full particulars of Intangible Assets.
b) The Company has a program of verification to cover all the items of Property, Plant and Equipment in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) Based on our examination of the property tax receipts and lease agreement for land on which building is constructed, registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title in respect of self-constructed buildings and title deeds of all other 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 standalone financial statements included under Property, Plant and Equipment are held in the name of the Company as at the balance sheet date.
d) The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.
e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
ii. a) The Company has a program of verification to cover all the items of Inventories in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Inventor were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
b) The Company has not been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, at any point of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.
iii. The Company has made investments in companies, firms, Limited Liability Partnerships, and granted unsecured loans to other parties, during the year, in respect of which:
a) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or not provided security to its subsidiaries, joint ventures and associates during the year, and hence reporting under clause 3(iii)(a)(A) of the Order is not applicable.
b) In our opinion, the investments made and the terms and conditions of the grant of loans, during the year are, prima facie, not prejudicial to the Companys interest.
c) The Company has not provided any loans or advances in the nature of loans or given guarantee or provided security to any other entity during the year, and hence reporting under clause 3(iii)(c) of the Order is not applicable
d) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or provided security to any other entity during the year, and hence reporting under clause 3(iii)(d) of the Order is not applicable
e) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or provided security to any other entity during the year, and hence reporting under clause 3(iii)(e) of the Order is not applicable.
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 during the year. Hence reporting under clause 3(iii)(f) is not applicable.
iv. In our opinion and according to the information and explanations given to us, the
Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
v. Based on our scrutiny of the companys records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any loans or deposits which are deemed to be deposits within the meaning of Rule 2(b) of the Companies (Acceptance of Deposits) Rules, 2014 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the Company. vi. According to the information and explanations provided by the management, the company is not engaged in production of any such goods or provision of any such services for which the Central Government has prescribed particulars relating to utilization of material or labour or other items of cost. Hence, the provisions of section 148(1) of the Act do not apply to the company. Hence, in our opinion, no comment on maintenance of cost records under section 148(1) of the Act is required.
vii. According to the information and explanations given to us, in respect of statutory dues: a) The Company has generally been regular in depositing undisputed statutory dues, including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Professional Tax, Value Added Tax, Cess and other statutory dues applicable to it with the appropriate authorities.
b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Professional Tax, Cess and other material statutory dues in arrears as at March 31, 2025 for a period of more than six months from the date they became payable.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no statutory dues relating to GST, Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Customs, Value Added Tax or Cess or other statutory dues which have not been deposited on account of any dispute, except as mentioned below:
Nature of the statute |
Nature of dues | Forum where Dispute is Pending | Period to which the Amount Relates | Amount (Rs. In Thousands) |
The Income Tax Act,1961 |
Tax demand due to addition u/s 68 of The Income Tax Act, 1961 | ITAT (Appeals) | F.Y. 2016-17 | 14,897.65 |
viii. 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. In respect to repayment and usage of borrowings: a) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not taken any loans or borrowing from any lender, financial institution, bank, government or dues to debenture- holders. Accordingly, reporting under clause 3(ix)(a) of the Order is not applicable to the Company. b) The company has not been declared as willful defaulter by any bank or financial institution or other lender.
c) Based upon the audit procedures performed, we are of the opinion that the company do not have any term loan. Accordingly, reporting under clause 3(ix)(c) of the Order is not applicable to the Company.
d) On an overall examination of the standalone financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.
e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, as defined in the Act.
f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act).
x. In relation to use of money raised through issue of own shares: a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and hence reporting under clause 3(x)(a) of the Order is not applicable to the Company.
b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
xi. In respect of Reporting on Fraud: 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) During the year, no whistle blower complaint has been received.
xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the
Order is not applicable to the Company.
xiii. In our opinion and according to the information and explanations given to us, the
Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all 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 accounting standards.
xiv. a) In our opinion and based on our examination, the company does not require to have an internal audit system. Accordingly, clause 3(xiv)(a), of the Order is not applicable.
b) Based on information and explanations provided to us, no internal audit had been conducted of the company. Accordingly, clause 3(xiv)(a), of the Order is not applicable.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. In relation to Reporting on Registration u/s 45-IA of RBI Act: a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.
b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. The company has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company during the year. xix. 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 standalone financial statements and 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 indicating that 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 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. Provisions of section 135 of the Companies Act, 2013 are not applicable to the Company as the company does not qualify the limits of section. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.
For GAUR & ASSOCIATES
Chartered Accountants FRN: 005354C
Sd/-
S. K. Gupta
Partner
M. No. 016746 Place: New Delhi
UDIN: 25016746BMGYDM4931
Date: 02/05/2025
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