To The Members of Oswal Leasing Limited,
Report on the Standalone Financial Statements Opinion
We have audited the accompanying standalone IND AS financial statements of Oswal
Leasing 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 flows and the statement of changes in equity for the year ended, and a
summary of the significant accounting policies and other explanatory information
(hereinafter referred to as "standalone Ind AS financial statements").
In our opinion and to the best of our information and according to the explanations
given to us, the stand-alone Ind AS financial statements give the information required by
the Companies Act 2013 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31 March, 2023, and its Profit and
Loss (including other comprehensive income), Cash Flow Statement and its statement of
changes in equity for the year ended.
Basis for opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of The Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditors Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules there
under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period.
These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
We have not come with any key audit matter during the audit.
Information other than the financial statements and Auditors Report thereon
The Companys Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual Report, but does not include
the financial statements and our auditors report thereon.
Our opinion on the 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 financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the
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 Management and Those Charged with Governances for the Standalone Ind AS
financial statements
The management and companys board of directors is responsible for the matters
specified in section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone IND AS financial statements that give a true and
fair view of the financial position, financial performance [including other comprehensive
income], cash flows and changes in equity of the company in accordance with the accounting
principles generally accepted in India, including the Indian accounting standards [Ind AS]
prescribed under section 133 of the Act, read with companies ( Indian Accounting Standards
) rules 2015.
This responsibility also includes the 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 the 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 control, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the standalone Ind AS financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
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 opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with
Standards on Auditing 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 Standards on Auditing, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control 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 explaining our opinion on whether the Company
has adequate internal financial controls system in place and the operating effectiveness
of such controls.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Companys ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditors report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the standalone 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 standalone 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 communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the
Order") issued by the Central
Government of India in exercise of powers conferred by sub section (11) of section 143
of the act, we give in annexure A, a statement on the matters specified in paragraph 3
& 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and 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 balance sheet, the statement of profit and loss [including other
comprehensive income], the cash flow statement and the statement of changes in equity
dealt with by this report are in agreement with the relevant books of account;
(d) In our opinion, the aforesaid standalone IND AS financial statements comply
with the Indian Accounting Standards specified under section 133 of the Act, read with the
relevant rules there under; (e) On the basis of the written representations
received from the directors as on 31st March 2023 and taken on record by the board of
directors, none of the directors is
2023, from being appointed as a director in terms of Section 164 (2) of the Act; and
(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". Our report expresses an unmodified opinion on
the adequacy and the operating effectiveness of the companys internal financial controls
over financial reporting; and
(g) With respect to the other matters to be included in the Auditors Report in
accordance with the requirement of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanation
given to us, the remuneration paid by the company to its directors during the year is in
accordance with the provision of the Section 197 of the Act .
(h) In our opinion and to the best of our information and according to the
explanations given to us, we report as under with respect to other matters to be included
in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014.
i. Company does not have any pending litigations which would impact its financial
position.
ii. The Company did not have any long-term contracts including derivative
contracts; as such the question of commenting on any material foreseeable losses thereon
does not arise.
iii. There has not been an occasion in case of the Company during the year under
report to transfer any sums to the Investor Education and Protection Fund. The question of
delay in transferring such sums does not arise.
iv. (a) The Management has represented that, no funds (which are material
either individually or in the aggregate) 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 entity
("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, no funds (which are material either
individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity ("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;
(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under and (a) and (b) above, contain any material misstatement.
v. In our opinion & according to the information provided to us, the Company
has not paid any Dividend during the year. Hence this clause is not applicable to the
Company.
vi. Proviso to Rule3(1) of the companies (Accounts) Rules, 2014 for maintaining
books of account using accounting software which has a feature of recording audit trail
(edit log) facility is applicable to the company with effect from April 1, 2023 and
accordingly, reporting under Rule11(g) of Companies (Audit and Auditors) Rules, 2014 is
not applicable for the financial year ended March 31,2023.
| For V.V. Bhalla & Co. |
|
| Chartered Accountants |
|
| FRN: 002928N |
|
| Pankaj Bhalla |
|
| [Partner] |
|
| Membership No. 534281 |
Place : New Delhi |
| UDIN: 23534281BGUOQG3913 |
Dated: 22.05.2023 |
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph under the heading "Report on Other Legal and
Regulatory Requirements")
On the basis of such checks as we considered appropriate and according to the
information and explanations given to us during the course of our audit, we report that: i.
The Company does not have any Property Plant and equipment or any Intangible asset. Hence
this clause is not applicable on the company.
ii. In our opinion and according to the information and explanations provided to
us:
a. The nature of business of the Company does not require it to have any inventory.
Hence this clause is not applicable on the company.
b. During the year, the company has not been sanctioned any working capital limits
from banks on the basis of security of current assets. Hence, this clause is not
applicable to the company.
iii. According to the information and explanations given to us, during the year the
company has granted loans or advances in the nature of loans, secured or unsecured to
companies, firms, LLPs or any other parties. Hence this clause is applicable on the
company. During the year, the company has granted loans or advances in the nature of
unsecured loan to Oswal Woollen Mills Limited.
a. (B)The aggregate amount during the year, and balance outstanding at the balance
sheet date with respect to loan granted to Oswal Woollen Mills Limited being other than
subsidiaries, joint ventures and associates was 1,88,00,000.
b. In our opinion the terms and conditions of the grant of such loan during the
year are prima facie, not prejudicial to the Companys interest.
c. In respect of such loans granted, the borrower has been regular in the repayment
of the principal and interest as stipulated.
d. In respect of loans granted by the Company, there is no overdue amount
outstanding as at the Balance Sheet Date.
e. There has not been any loan or advance in the nature of loan granted which has
fallen due during the year.
f. The Company has granted loan that is repayable on demand to Oswal Woollen Mills
Limited. The aggregate amount of the loan was 1,88,00,000 as on Balance Sheet date and it
constitutes 100% to the total loans granted to related parties as defined in clause (76)
of section 2 of the Companies Act 2013.
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 Companies Act,
2013 in respect of rant of loans as applicable.
v. According to the information and explanations given to us, we are of the opinion
that the company has not accepted any deposit or amounts which are deemed to be deposited
in pursuance of Sections 73 to 76 of the Companies Act, 2013 and the rules frame
thereunder. Accordingly, this clause is not applicable.
vi. The requirement of maintenance of cost records as prescribed by Central
Government under section (1) of section 148 of the Companies act is not applicable on the
company.
vii. According to the information and explanations given to us, books and records
as produced and examined by us in respect of Statutory dues:
The company has generally been regular in depositing undisputed statutory dues
including Income
Tax and any other statutory dues with the appropriate authorities. Further, we report
that no undisputed amount payable with respect to such statutory dues was outstanding as
at March 31, 2023, for a period of more than six months from the date they became payable.
viii. In our opinion and according to the information and explanations given to us
and based on the records of the company examined by us, 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 (43 of 1961).
ix. In our opinion and according to the information and explanations given to us:
(a) The company has not taken any loans or other Borrowings from any Lender. Hence,
reporting under clause 3(ix)(a) of the Order is not applicable to the Company;
(b) The company has not been declared a wilful defaulter by any bank or financial
institution or any other lender;
(c) The Company has not taken any term loans during the year and there are no
outstanding term loans at the beginning of the year. Hence, reporting under clause
3(ix)(c) of the Order is not applicable;
(d) During the year, the company has not taken any funds on a short-term basis.
Accordingly, this clause is not applicable;
(e) The company has not taken any funds from any entity or person on account of
or to meet the obligations of its subsidiary;
(f) The Company has not raised any loans on the pledge of securities held in its
subsidiary during the year and hence reporting on clause 3(ix)(f) of the Order is not
applicable.
x. According to the information and explanations given to us:
a. The Company did not raise any money by way of initial public offer or further
public offer (including debt instruments) during the year. Accordingly, paragraph 3 (x) of
the Order is not applicable;
b. The company has not made any preferential allotment or private placement of
shares or convertible debentures (fully, partially or optionally) during the year. Hence,
reporting under clause 3 (x)(b) of the Order is not applicable.
xi. In our opinion and according to the information and explanations given to
us:
a. No fraud by or on the Company has been noticed or reported during the course of
our audit;
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 up to the date of this report;
c. During the year, no whistleblower complaints have been received by the company.
xii. In our opinion and according to the information and explanations given to us,
the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not
applicable.
xiii. In our opinion and according to the information and explanations given to us,
all transactions with the related parties are in compliance with Section 177 and 188 of
the Act, where applicable and requisite details have been disclosed in the Standalone
Financial Statements as required by the applicable Accounting Standards.
xiv. In our opinion and according to the information and explanations given to
us:
a. The company has an internal audit system commensurate with the size and nature
of its business;
b. The reports of the Internal Auditor for the period under audit has been
considered by us.
xv. In our opinion and according to the information and explanations given to us,
the Company has not entered into any non-cash transactions with its directors or persons
connected with him. Hence, provisions of section 192 of the Companies Act, 2013 are not
applicable to the Company.
xvi. According to the information and explanations given to us:
a. The Company is registered under section 45-IA of the Reserve Bank of India Act,
1934.
b. The Company has not conducted any Non-Banking Financial or Housing Finance
activities without a Certificate of Registration (CoR) from the Reserve Bank of India as
per the Reserve Bank of India Act, 1934.
c. The Company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank ofIndiaanditfulfilsthe . criteria prescribed
d. As per our Opinion, the Group has two CIC as part of the Group.
xvii. According to the records examined by us, the Company has incurred cash losses
during the current financial year 2022-23 amounting to Rs. 2.37 lakhs and cash losses
amounting to Rs. 1.18 lakhs in the immediately preceding financial year 2021-22.
xviii. M/s. Ashish Sunil Jain & Co., the statutory auditors of the company have
resigned with effect from
November 09, 2022. As informed, there have been no issue, objections or concerns raised
by the said outgoing auditors.
xix. In our opinion and according to the information and explanation given to us
and on the basis of the financial ratios,
ageingandexpecteddatesofrealizationoffinancialassets and payment of financial liabilities,
other information accompanying the financial statements we are of the opinion that no
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, 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. In our opinion and according to the information and explanations given to us,
the Company does not meet the criteria for the applicability under Section 135 of the
Companies Act, 2013. Hence, reporting under this clause is not applicable. xxi. In
our opinion and according to the information and explanations given to us, the company is
not required to prepare consolidated financial statement. Hence, this clause is not
applicable.
| For V.V. Bhalla & Co. |
|
| Chartered Accountants |
|
| FRN: 002928N |
|
| Pankaj Bhalla |
|
| [Partner] |
|
| Membership No. 534281 |
Place : New Delhi |
| UDIN: 23534281BGUOQG3913 |
Dated: 22.05.2023 |
Annexure B to the Independent Auditors Report
(Referred to in our report of even date)
Report on the Internal Financial Controls over financial reporting under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") of Oswal
Leasing Limited
We have audited the internal financial controls over financial reporting of Oswal
Leasing Limited ("the Company") as of 31st March 2023 in conjunction with our
audit of the standalone IND AS financial statements of the company for the year ended on
that date.
Managements Responsibility for Internal Financial Controls
The management and companys board of directors are 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
Guidance Note"). 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 CompaniesAct, 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 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 judgment, including the assessment of the risks of
material misstatement of the standalone IND AS financial statements, whether due to fraud
or error.
We believe that the audit evidence we have obtained is sufficient audit opinion on the
companys internal financial controls system over 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 financialreporting and the
preparation of 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 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 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 to the best of our information and according to the explanations given
to us, 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 on the internal control over financial 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 V.V. Bhalla & Co. |
|
| Chartered Accountants |
|
| FRN: 002928N |
|
| Pankaj Bhalla |
|
| [Partner] |
|
| Membership No. 534281 |
Place : New Delhi |
| UDIN: 23534281BGUOQG3913 |
Dated: 22.05.2023 |
+91-9892691696
