To
The Members of
POCL ENTERPRISES LIMITED Opinion
We have audited the financial statements of POCL ENTERPRISES LIMITED
(“the Company”), which comprise the balance sheet as at 31st March
2023, and the statement of profit and loss (including other comprehensive income),
statement of changes in equity and statement of cash flows for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies
and other explanatory information (hereinafter referred to as “financial
statements”).
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the information required
by the 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 March 31, 2023, the profit/loss and total comprehensive
income, changes in equity 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
(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 made
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 on the financial
statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of the current period.
We did not come across any matter of such material significance to be reported in this
section.
Other Information
The Companys management and Board of Directors are responsible
for the other information. The other information comprises the information included in the
Companys annual report but does not include the financial statements and our
auditors report thereon. The annual report is expected to be made available to us
after the date of this auditors report.
Our opinion on the financial statements does not cover the other
information and we do not express any form of assurance and conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information identified above when it becomes available
and, in doing so, consider whether the other information is materially inconsistent with
the standalone financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
When we read the annual report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with
governance and take necessary actions, as applicable under the relevant laws and
regulations.
Managements and Board of Directors Responsibility for the
Financial Statements
The Companys management and Board of Directors is responsible for
the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation of these financial statements that give a true and fair view of
the financial position, financial performance including other comprehensive income,
changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards
specified under Section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management and Board of
Directors are 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 Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements. As part of an audit in
accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also: Identify and assess the risks of material
misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal controls.
Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our 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 and 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 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.
We communicate with those charged with governance regarding, among
other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we
have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards. From the matters
communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditors report
unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order,
2020 (“the Order”), issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure
A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
2. As required by Section 143(3) of the Act, we report that: a)
We have sought and obtained all the information and 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 the Statement of Other Comprehensive Income, the Cash Flow Statement
and the Statement of Changes in Equity dealt with by this Report are in agreement with the
books of account. d) In our opinion, the aforesaid financial statements comply with the
IND AS specified under Section 133 of the Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended. 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 are disqualified as on 31st March,
2023 from being appointed as a director in terms of Section 164(2) of the Act. f) With
respect to the adequacy of 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
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 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:
1. The Company has no pending litigations which would have a
material impact on its financial position.
2. The Company has not entered into any long-term contracts
including derivative contracts for which there were any material foreseeable losses.
3. There has been no delay in transferring amounts, required to
be transferred, to the Investor Education and Protection Fund by the Company.
4. The management has represented that, to the best of its
knowledge and belief that: i. 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; ii. 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 Funding Party
(‘Ultimate Beneficiaries) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and iii. Based on audit procedures carried out by
us, that we have considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us believe that the representations under sub-clause
(i) and (ii) contain any material misstatement.
5. The Company has not declared or paid any dividends during the
year and accordingly reporting on the compliance with section 123 of the Companies Act,
2013 is not applicable for the year under consideration. However, the Board of directors
of the Company have proposed final dividend for the year ended March 31, 2023 which is
subject to the approval of the members at the ensuing Annual General Meeting. The amount
of dividend proposed is in accordance with the Section 123 of the Act, as applicable.
6. Proviso to Rule 3(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 Rule 11(g) of Companies (Audit and
Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023. h)
With respect to the matter to be included in the Auditors Report under section
197(16) of the Act: In our opinion and according to the information and explanations given
to us, the remuneration paid by the Company to its directors during the current year is in
accordance with the provisions of Section 197 read with Schedule V to the Act. The
remuneration paid to any director is not in excess of the limits laid down under section
197 read with Schedule V to the Act. The Ministry of Corporate Affairs has not prescribed
other details under section 197(16) of the Act which are required to be commented upon by
us.
|
For Darpan & Associates |
|
ICAI Firm Registration No.016156S |
|
Chartered Accountants |
|
Darpan Kumar |
Place : Chennai |
Partner |
Date : May 29, 2023 |
Membership No. 235817 |
|
UDIN : 23235817BGXQJW4999 |
ANNEXURE “A” TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under ‘Report on Other Legal and
Regulatory Requirements section of our report to the members of POCL ENTERPRISES
LIMITED of even date) i. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of property, plant and equipment
and intangible assets.
(b) The property, plant and equipment of the Company were physically
verified by the management during the year. According to the information and explanations
given to us and as examined by us, no material discrepancies were noticed on such
verification.
(c) According to the information and explanations given to us and based
on the examination of the conveyance deeds provided to us, we report that, the title
deeds, comprising all the immovable properties of land and buildings which are freehold,
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 asset) or intangibles during the year. Accordingly, paragraph 3
(i) (d) of the Order is not applicable. (e) According to the information and explanations
given to us, there are no proceedings initiated or are pending against the Company for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and rules made thereunder. Accordingly, paragraph 3 (i) (e) of the Order is not
applicable. ii. (a) The inventory has been physically verified by the management at
reasonable intervals during the year and no material discrepancies have been noticed on
such verification. In our opinion, the frequency of such verification is reasonable.
(b) During the year, the Company has been sanctioned working capital
limits in excess of five crore rupees, in aggregate, from banks on the basis of security
of current assets. In our opinion, the quarterly returns or statements filed by the
company with such banks are in agreement with the books of account of the Company. iii.
According to information and explanation given to us, the Company has not made investments
in/ provided any guarantee or security/ granted any loans or advances in the nature of
loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other
parties. Accordingly, paragraph 3 (iii) of the Order is not applicable. iv. According to
information and explanation given to us, the company has not granted any loans or provided
any guarantees or given any security or made any investments to which the provision of
section 185 and 186 of the Companies Act, 2013 apply. Accordingly, paragraph 3 (iv) of the
order is not applicable. v. According to the information and explanations given to us, the
Company has not accepted any deposits or amounts which are deemed to be deposits during
the year. Accordingly, paragraph 3 (v) of the Order is not applicable. vi. We have broadly
reviewed the books of accounts maintained by the Company pursuant to the rules made by the
Central Government for the maintenance of cost records under section 148(1) of the
Companies Act, 2013, related to the manufacture of certain products of the Company and are
of the opinion that prima facie, the specified accounts and records have been made and
maintained. We have not, however, made a detailed examination of the same.
vii. According to the information and explanations given to us
(a) The Company does not have liability in respect of Service tax, Duty
of excise, Sales tax and Value added tax during the year since effective 1st
July 2017, these statutory dues has been subsumed into Goods and Services Tax
(“GST”)
(b) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, in our opinion amounts
deducted / accrued in the books of account in respect of undisputed statutory dues
including GST, Provident fund, Employees State Insurance, Income-Tax, Duty of
Customs, Cess and other statutory dues have been regularly deposited by the Company with
the appropriate authorities;
(c) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, no undisputed amounts payable
in respect of GST, Provident fund, Employees State Insurance, Income-Tax, Duty of
Customs, Cess and other statutory dues were in arrears as at 31st March, 2023
for a period of more than six months from the date they became payable. viii. According to
the information and explanations given to us, there are no transactions not recorded in
the books of account that have been surrendered or disclosed as income during the year in
the tax assessments under the Income Tax Act, 1961 (43 of 1961). Accordingly, paragraph 3
(viii) of the Order is not applicable. ix. (a) According to the
information and explanations given to us, the Company has not defaulted in repayment of
loans or other borrowings or in the payment of interest thereon to any lender during the
year.
(b) According to the information and explanations given to us, the
Company is not declared as a wilful defaulter by any bank or financial institution or
other lender.
(c) According to the information and explanations given by the
management, the Company has utilized the monies raised by way of term loans for the
purposes for which they were raised. The Company has not raised money by way of initial
public offer, further public offer or debt instruments. (d) According to the information
and explanations given to us, funds raised on short term basis have not been utilized for
long term purposes.
(e) The Company does not have any subsidiaries/ associates/
joint-ventures and accordingly, paragraphs 3 (ix) (e) of the Order is not applicable.
(f) The Company does not have any subsidiaries/ associates/
joint-ventures and accordingly, paragraphs 3 (ix) (f) of the Order is not applicable. x.
(a) According to the information and explanations given to us, the Company has not raised
any money by way of initial public offer or further public offer (including debt
instruments) during the year.
Accordingly, paragraph 3 (x) (a) of the Order is not applicable.
(b) According to the information and explanations given to us, the
Company has not made any preferential allotment or private placement of shares or
convertible debentures (fully, partially or optionally convertible) during the year.
Accordingly, paragraph 3 (x) (b) of the Order is not applicable. xi. (a) To the best of
our knowledge and according to the information and explanations given to us, no fraud by
the Company or no material fraud on the Company by any person has been noticed or reported
during the year. Accordingly, paragraph 3 (xi) (a) of the Order is not applicable.
(b) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted auditing practices in
India, and according to the information and explanations given to us, a report under
Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit
and Auditors) Rules, 2014 was not required to be filed with the Central Government.
Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the
Company.
(c) To the best of our knowledge and according to the information and
explanations given to us, no whistle-blower complaints, have been received by the Company
during the year.
xii. The Company is not a Nidhi Company and accordingly, Paragraphs 3
(xii) of the Order is not applicable. xiii. According to the information and explanations
given to us, the transactions with the related parties are in compliance with section 177
and 188 of the Act. Where applicable, the details of such transactions have been disclosed
in the financial statements as required by the applicable Accounting Standards. xiv. (a)
According to the information and explanations given to us, the Company has an internal
audit system, commensurate with the size and nature of its business.
(b) The reports of the internal auditors for the year under audit were
considered by us, as part of our audit procedures. xv. According to the information and
explanations given to us, the Company has not entered into non-cash transactions with
Directors or persons connected with them. Accordingly, paragraph 3 (xv) of the Order is
not applicable. xvi. (a) According to the information and explanations given to us, the
Company is not required to be registered under Section 45-IA of the Reserve Bank of India
Act, 1934 (2 of 1934) (b) According to the information and explanations given to us, the
Company has not conducted any Non-Banking Financial or Housing Finance activities without
a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the
Reserve Bank of India Act, 1934 (c) According to the information and explanations given to
us, the Company is not a Core Investment Company (CIC) as defined in the regulations made
by the Reserve Bank of India. Accordingly, paragraph 3 (xvi) (c) of the Order is not
applicable.
(d) According to the information and explanations given to us, the
Company is not a Core Investment Company (CIC) and it does not have any other companies in
the Group. Accordingly, paragraph 3 (xvi) (d) of the Order is not applicable. xvii. The
Company has not incurred cash losses in the current and in the immediately preceding
financial year. xviii. There has been no resignation of the statutory auditors during the
year. Accordingly, clause 3(xviii) of the Order is not applicable. xix. According to the
information and explanations given to us and on the basis of the financial ratios, ageing
and expected dates of realization of financial assets and payment of financial
liabilities, other information accompanying the financial statements, our knowledge of the
Board of Directors and Management plans, nothing has come to our attention, which causes
us to believe that any material uncertainty exists as on the date of the audit report that
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. xx.
According to the information and explanations given to us and on the basis of our
examination of the records of the Company, Section 135 of the Companies Act, 2013
pertaining to the Corporate Social Responsibility was not applicable to the Company during
the period under review. xxi. According to the information and explanations given to us,
the Company does not have investments in subsidiaries/ associates or joint venture
companies. Accordingly, paragraph 3 (xxi) of the Order is not applicable.
|
For Darpan & Associates |
|
ICAI Firm Registration No.016156S |
|
Chartered Accountants |
|
Darpan Kumar |
Place : Chennai |
Partner |
Date : May 29, 2023 |
Membership No. 235817 |
|
UDIN : 23235817BGXQJW4999 |
ANNEXURE “B” TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2(f) under ‘Report on other Legal and
Regulatory Requirements section of our report to the Members of POCL ENTERPRISES
LIMITED 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”)
We have audited the internal financial controls over financial
reporting of POCL ENTERPRISES LIMITED (“the Company”) as of March 31, 2023 in
conjunction with our audit of the financial statements of the Company for the year ended
on that date.
Managements Responsibility for Internal Financial Controls
The Companys Management and Board of Directors of the Company 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. 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 policy, 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 internal financial
controls over financial reporting of the Company 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”) issued by the Institute of Chartered
Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls.
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 the 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 the 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, 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 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 Darpan & Associates |
|
ICAI Firm Registration No.016156S |
|
Chartered Accountants |
|
Darpan Kumar |
Place : Chennai |
Partner |
Date : May 29, 2023 |
Membership No. 235817 |
|
UDIN : 23235817BGXQJW4999 |
+91-9892691696
