To the Members of QGO FINANCE LIMITED.
Report on the Standalone Ind AS Financial
Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of QGO FINANCE
LIMITED ("the Company), which comprise the Balance Sheet as on 31st March, 2023, the
Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of
significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India including
Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, of the
state of affairs (financial position) of the Company as at 31 March 2023, and its profit
and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing 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 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 financial statements under the provisions of the Act and the
rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Information other than the Financial Statements and Auditors Report thereon
The Companys Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexures to Boards Report, Business
Responsibility Report, Corporate Governance and Shareholders Information, but does not
include the standalone financial statements and our auditors report thereon.
Our 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.
Managements Responsibility for the Standalone Ind AS Financial Statements
The Management and Board of Directors of the Company are responsible for the matters
stated 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 and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the
Accounting Standards (Ind AS) specified under Section 133 of the Act, read with rule 7 of
the Companies (Accounts) Rules, 2015 (as amended).
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgement and estimates that are reasonable and
prudent; design, implementation and maintenance of adequate internal financial control,
that are operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial
statements Ind AS 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.
Those Board of Directors are also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with
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, & obtain audit evidence that is sufficient & appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control. •
• Obtain an understanding of internal financial controls relevant to the audit in
order to design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the standalone 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 standalone
financial statements, including the disclosures, and whether the standalone financial
statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. From the matters communicated with
those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditors report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) Order, 2020 (the Order) issued by the
Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we
give in the Annexure "A" statement on the matters specified in paragraphs 3 and
4 of the Order.
Further to our comments in Annexure A, as required by section 143(3) of the Act, we
further report that:
1. We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purpose of our audit
2. In our opinion proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books
3. The Balance Sheet, Statement of Profit and Loss, and cash flow statement dealt with
by this Report are in agreement with the books of account
4. In our opinion, the aforesaid standalone financial statement comply with the
applicable Accounting Standards specified under section 133 of the Act, read with the rule
7 of the Companies (Accounts) Rules 2015 (as amended).
5. On the basis of 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
disqualified as 31st March, 2023, from being appointed as a director in terms of section
164(2) of the Act.
6. We have also audited the internal financial controls over financial reporting
(IFCOFR) of the Company as on 31st March 2023 in conjunction with our audit of the
standalone financial statements of the Company for the year ended on that date and our
report as per "Annexure B" expressed an unmodified opinion.
7. 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 the Rule 11 of the Companies (Audit and Auditors)
Rules, 2015 (as amended):
i. The Company does not have any pending litigations which would impact on its
financial position in its standalone Ind AS financial statements.
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 the
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, 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(s) or entity(ies), 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(s) or entity(ies), 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 Finding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
(c) Based on audit procedures which we considered reasonable and appropriate in the
circumstances, nothing has come to their notice that has caused them to believe that the
representations under sub-clause (a) and (b) contain any material mis-statement.
(d) The company has declared and paid dividend during the year in contravention of the
provisions of section 123 of the Companies Act, 2013.
8. As required by Section 197(16) of the Act, we report that the Company has paid
remuneration to its directors during the year in accordance with the provisions of and
limits laid down under Section 197 read with Schedule V to the Act.
| For |
CA - P. Subramaniam |
| For Subramaniam Bengali & Associates |
Partner |
| Chartered Accountant |
Mem. No. 43163 |
| FRN127499W |
UDIN NO.: 23043163BGWJEI7521 |
| Place : Mumbai |
|
| Date: 29.05.2023 |
|
Annexure "A" to Independent Auditors Report of even date to the members of
QGO FINANCE LIMITED on financial statements for the year ended 31st March 2023:
In the Annexure, as required by Companies (Auditors Report) Order, 2016 issued by the
Central Government in terms of Section 143 (11) of the Companies Act 2013, on the basis of
checks, as we considered appropriate, we report on the matters specified in paragraph 3
and 4 of the said order to the extent applicable to the company.
i. The Company has not revalued its Property, Plant & Equipment (Including Right to
use of Assets) or intangible Assets or both during the year ended.
As explained to us, all the assets have been physically verified by the management
during the period.
No material discrepancies in the assets have been noticed on such verification.
According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the title deed of immovable property is held in
the name of the Company.
In our opinion and according to the information and explanations given to us no
Proceedings have been initiated or there are no case pending against the company for
holding any benami property under the Benami Transactions act 1988.
ii. The Company is engaged in the business of Financial services and does not hold any
inventory. Accordingly the provision of clause 3 (ii) (a), (b) and (c) of said order will
not be applicable.
iii. In our opinion and according to the information and explanations given to us, The
Company has not granted unsecured loans to related parties as covered in the register
under section 189 of the Act.
iv. According to the information and explanations given to us, there are no loans and
investment made with the provisions of section 185 and 186 of the companies Act, 2013 in
respect of the loans and investment made and guarantees and security provided by it.
v. The Company has not accepted any deposits from the public within the meaning of
sections 73 to 76 of the Act.
vi. The Central Government has not prescribed the maintenance of cost records under
section 148(1) of the Act, for any of the services rendered by the Company.
vii. (a) According to the information and explanations given to us, no undisputed
amounts payable in respect of applicable statutory dues were in arrears for a period
exceeding six months as at the end of the financial year from the date they became payable
.
(b) Details of statutory dues referred to in sub-clause (a) above which have not been
deposited as on December 31, 2022 on account of disputes are given below:
| Nature of Statute |
Nature of Dues |
Financial Year to which the dispute relates |
Amount in Rs. |
Forum where the dispute is pending |
| Income Tax Act, 1961 |
Income Tax |
2013-14 |
1,28,950 |
CPC |
| Income Tax Act, 1961 |
Income Tax |
2015-16 |
56,070 |
CPC |
| Income Tax Act, 1961 |
Income Tax |
2019-20 |
64,010 |
CPC |
| Income Tax Act, 1961 |
Income Tax |
2021-22 |
4,75,740 |
CPC |
| Income Tax Act, 1961 |
Income Tax |
2022-23 |
6,80,090 |
CPC |
viii. The Company has not surrendered or disclosed any transaction, previously
unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961
as income during the year. Accordingly, the requirement to report on clause 3(viii) of the
Order is not applicable to the Company.
ix. (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 wilful defaulter by any bank or financial
institution or government or any government authority.
(c) The Company has not taken any loan during the year and there are no unutilised term
loans at the beginning of the year and hence, reporting under clause 3 (ix) (c) of the
Order is not applicable.
(d) On an overall examination of the 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) We report that the Company has neither taken any funds from any entity or person
during the year nor it had any unutilised funds as at the beginning of the year of the
funds raised through issue of shares or borrowings in the previous year and hence,
reporting under clause 3 (ix)(e) of the Order is not applicable.
(f) The Company has not raised any loans during the year on the pledge of securities
held in its subsidiaries, associate or joint ventures and hence, reporting on clause
3(ix)(f) of the Order is not applicable for the year under report.
x. (a) The Company has not raised money by way of initial public offer or further
public offer (including debt instruments) during the year and hence reporting under clause
3(x)(a) of the Order is not applicable.
(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 to the Company.
xi. (a) No fraud by the Company or no material fraud on the Company has been noticed or
reported during the year.
(b) During the year, no report under sub-section (12) of section 143 of the Companies
Act, 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT - 4 as
prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government.
(c) As represented to us by the management, there were no whistle blower complaints
received by the company during the year.
xii. In our opinion and according to the information and explanation given to us, the
company is not a Nidhi company. Hence the provision of clause 3(xii) of the order are not
applicable to the Company.
xiii. According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are in
compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and
details of such transactions have been disclosed in the financial statements as required
by the applicable accounting standards.
xiv. The company has an internal Audit System Commensurate with the size and Nature of
its Business; The report of internal auditors for the period under audit were considered
by the statutory auditor;
xv. According to the information and explanations given to us and based on our
examination of the records of the Company during the year, the Company has not entered
into non-cash transactions with directors or persons connected with its directors and
hence provisions of section 192 of the Companies Act, 2013 are not applicable to the
company. Accordingly, reporting under clause 3(xv) of the order does not arise.
xvi. According to the information and explanations given to us, the Company is
registered under section 45-IA of the Reserve Bank of India, 1934 and the registration
certificate is obtained.
xvii. Based on our examination of the records and according to the information and
explanation given to us, the Company has not incurred cash losses during the financial
year and in the immediately preceding financial year.
xviii. According to the information and explanations given to us, there is no
resignation of the statutory auditors during the financial year.
xix. According to the information and explanations given to us and based on our
examination of the records of the Company, it has paid / provided for managerial
remuneration in accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V of the Companies Act, 2013.
xx. The Company during the year has issued and allotted 2100 non-convertible debenture
of Rs. 1,00,000/- each amounting to Rs. 21,00,00,000/- on private placement basis. In our
opinion the requirements of section 42 and section 62 of the Companies Act, 2013 have been
complied with and the amount raised have been utilised for the purpose for which the same
were raised. All the provision of companies Act, 2013 has been complied with.
xxi. In our opinion and according to the information and explanations given to us, the
financial ratios , ageing and expected dates of financials assets and payment of
financials liabilities , other informations accompanying the financials statement , In
our opinion and according to the information and explanation given to us the board of
directors and management plans ,there is no material uncertainty exits as on the date of
audit report that the company is capable of meeting its liabilities existing at the date
of Balance sheet as and when they fall due within period of one year from the balance
sheet date.
xxii. In our opinion and according to the information and explanations given to us, the
company has no Unspent amount as per Sub Sec (5) of Sec 135 of the act.
|
For Subramaniam Bengali & Associates |
|
Chartered Accountants |
|
Firm Regn No. 127499W |
|
CA-P. Subramaniam |
|
Partner |
| Place : Mumbai |
M.No.043163 |
| Date : 29.05.2023 |
UDIN No.: 23043163BGWJEI7521 |
"ANNEXURE B" TO INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF
QGO FINANCE LIMITED ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of QGO FINANCE
LIMITED ("the Company") as of March 31, 2023 in conjunction with our audit of
the standalone financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on "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". 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, specified 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 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 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 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 authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised 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 and to the best of our information and according to the explanations
given to you, 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, 2023, based on the internal
control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
|
For Subramaniam Bengali & Associates |
|
Chartered Accountants |
|
Firm Regn No. 127499W |
|
CA-P. Subramaniam |
|
Partner |
| Place : Mumbai |
M. No.043163 |
| Date : 29.05.2023 |
UDIN No.: 23043163BGWJEI7521 |
+91-9892691696
