To,
The Members,
Praveg Limited
(Formerly known as Praveg Communications (India) Limited)
Ahmedabad
REPORT ON THE AUDIT OF
THE STANDALONE FINANCIAL STATEMENTS
OPINION
We have audited the accompanying standalone nancial statements of Praveg Limited (Formerly known as Praveg Communications (India) Limited) (the Company), which comprise the Balance Sheet as at March 31, 2024, the Statement of Pro t and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the signi cant accounting policies and other explanatory information (hereinafter collectively referred to as the standalone nancial statements).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone nancial 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 and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the pro t and total comprehensive income, changes in equity and its cash ows for the year ended on that date.
BASIS FOR OPINION
We conducted our audit of the standalone nancial statements in accordance with the Standards on Auditing speci ed under section 143(10) of the Companies Act, 2013 (SAs). 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 independence requirements that are relevant to our audit of the standalone nancial statements under the provisions of the Act and the Rules made thereunder, and we have ful lled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our audit opinion on the standalone nancial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most signi cance in our audit of the standalone nancial statements of the current period. These matters were addressed in the context of our audit of the standalone nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context described hereunder.
We have ful lled the responsibilities described in the Auditors responsibilities for the audit of the standalone nancial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone nancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone nancial statements;
1) Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of Ind AS 115 Revenue from Contracts with Customers:-
2) Regarding the change in the method of depreciation from WDV to SLM and change in the useful life of xed assets of the Company during the year under audit (see note no 2.3.A & 3.2 to the standalone nancial statements regarding effect of above change by which the amount of depreciation has been decreased by Rs. 877.74 lakhs and pro t has been increased to that extent and the WDV of the Fixed Assets has been increased by Rs. 877.74 Lakhs.)
Key Audit Matter | How our audit addressed this matter: - |
The revenue recognition involves certain key judgements such as identi cation of distinct performance obligations, determination of transaction price of the identi ed performance obligations, the appropriateness of the basis used to measure revenue recognized over a period as per Ind AS 115 and its presentation in nancial statements. | We assess the companys process to identify distinct performance obligations, transaction price and appropriateness of the basis used to measure revenue recognized. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: |
We evaluated the design of internal controls relating to revenue recognition. In the process, we selected samples of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identi cation of the distinct performance obligations and determination of transaction price & basis of measurement. We carried out a combination of procedures involving enquiry and observation, re- performance, assessment of basis of judgement and inspection of evidence in respect of operation of these controls. | |
Selected a sample of continuing and new contracts and performed the following procedures: - Identi cation and assessment of the distinct performance obligations in various contracts with customers. | |
- Compared these performance obligations with that assessed and recorded by the Company in books of accounts. |
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- We tested the samples selected depending upon the risk parameters, type and nature of revenue and compared with the performance obligations speci ed in the underlying contracts. |
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- Evaluated the contracts on the basis of whether the contract is Fixed Price or Variable price contract, terms of obligation ful lment, duration of contract and accrual points of revenue from such contracts. |
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- We veri ed the proof of performance vis-a-vis obligation of performance as per the contracts and have compared the revenue recognized in accordance with that. |
2) Regarding the change in the method of depreciation from WDV to SLM and change in the useful life of xed assets of the Company during the year under audit (see note no 2.3.A & 3.2 to the standalone nancial statements regarding effect of above change by which the amount of depreciation has been decreased by Rs. 877.74 lakhs and pro t has been increased to that extent and the WDV of the Fixed Assets has been increased by Rs. 877.74 Lakhs.)
Key Audit Matter | How our audit addressed this matter: - |
1. The Company has changed the method of depreciation from written down value (WDV) to Straight Line Method (SLM). As per the Indian Accounting Standard 8- Accounting Policies, Changes in Accounting Estimates and Errors, the change in the method of depreciation is a change in the accounting estimate. The method has been changed with prospective effect. Prospective effect means no adjustment will be made for past entries and only in the future depreciation shall be charged by the new method. | In view of the signi cance of the matter, we applied the following audit procedures in this area, among others, to obtain suf cient appropriate audit evidences. Our procedures included calling for information from the Management on the suitability of the method used and reasonableness of the assumptions for change in useful life of the assets through performing the following procedure: |
Obtained and assessed the working prepared by the management for change in method of depreciation. | |
1. Change in useful life of asset- Useful life is either | Obtained and assessed the opinion given by the external agency. |
(i) the period over which a depreciable asset is expected to be used by the Company; or | Evaluate the keys assumptions taken by the management. |
(ii) the number of production or similar units expected to be obtained from the use of the asset by the Company. The Company has re-estimated the useful life of assets built/created on leasehold land of Pravegs Tent Cities. | We also evaluated the estimates on revised useful life of the xed asset taken by the management in nancial statement based on historical performance. |
Assessed and validated the appropriateness of the disclosures made in the standalone nancial statements |
INFORMATION OTHER THAN THE STANDALONE 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 standalone nancial statements and our auditors report thereon.
Our opinion on the nancial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the nancial statements, our responsibility is to read the other information identi ed above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the nancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
The other information including Directors Report is expected to be made available to us after the date of this auditors report. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
MANAGEMENTS RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone nancial statements that give a true and fair view of the nancial position, nancial performance, total comprehensive income, changes in equity and cash ows of the Company in accordance with the Ind AS speci ed under section 133 of the act and other accounting principles generally accepted in India. 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 judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone nancial 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 responsible for overseeing the Companys nancial reporting process.
AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the standalone nancial 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 in uence the economic decisions of users taken on the basis of these standalone nancial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf cient 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 nancial 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 nancial 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 signi cant 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 nancial 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 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 nancial statements, including the disclosures, and whether the standalone nancial 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 signi cant audit ndings, including any signi cant de ciencies 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 signi cance in the audit of the standalone nancial 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 bene ts 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 in terms of Section 143(11) of the Act, we give in Annexure A a statement on the matters speci ed in paragraphs 3 and 4 of the Order, to the extent applicable.
2. A. As required by Section 143(3) of the Act, based on our audit 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 except for the matter stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c) The Standalone Balance Sheet, the Standalone Statement of Pro t and Loss including Other Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone nancial statements comply with the Ind AS speci ed 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 March 31, 2024 taken on record by the Board of Directors, none of the directors is disquali ed as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal nancial controls over nancial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure- B. Our report expresses an unmodi ed opinion on the adequacy and operating effectiveness of the Companys internal nancial controls over nancial 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, 2020, as amended, in our opinion and to the best of our information and according to the explanations given to us :
a) As informed to us, the Company has disclosed the impact of pending litigations on its nancial position in its standalone nancial statements;
b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
c) There has been no amount required to be transferred to the Investor Education and Protection Fund by the Company.
d) (i) the management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts Note No.59 to the standalone nancial statements, 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 identi ed in any manner whatsoever by or on behalf of the company (Ultimate Bene ciaries) or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries;
(ii) the management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, Note No.60 to the standalone nancial statements, 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 identi ed in any manner whatsoever by or on behalf of the Funding Party (Ultimate Bene ciaries) or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries; and
(iii) Based on such audit procedures that we have 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) contain any material mis-statement.
e) The nal dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.
f) Based on our examination, which include test checks, the Company has used accounting software for maintaining its books of account for the nancial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the feature of recording audit trail (edit log) facility was enabled in a phased manner between October-2023 to November-2023 and thus the same has not been operated for the period throughout the year for all relevant transactions recorded in the software.
Further, for the period where audit trail (edit log) facility was enabled and operated for the respective accounting software, we did not come across any instances of the audit trail feature being tampered with.
C. 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 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of 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, B. K. PATEL & CO | |
Chartered Accountants | |
Firm Regn No. 112647W | |
B. K. Patel | |
Partner | |
Ahmedabad | Membership No.032199 |
27-05-2024 | UDIN : 24032199BJZYQI5926 |
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 Praveg Limited ( Formerly known as Praveg Communications (India) Limited) of even date) To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:
I. In respect of the Companys Property, Plant and Equipment and Intangible Assets: a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets. b) The Company has a program of physical veri cation to cover all the items of Property, Plant and Equipments in a phased manner. In our opinion, it is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such veri cation. c) According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds / registered sale deed provided to us, we report that, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in favour of the lessee) as disclosed in the standalone nancial statements which are freehold are held in the name of Company. However, a plot of land at Aakruti Greens, Ahmedabad, acquired pursuant to a scheme of amalgamation, is held in name of erstwhile amalgamated Company viz. Praveg Communications Limited and as informed to us, the process of transfer of land at Jawai, Udaipur and Ranthambhor (Rajasthan) purchased in the name of Company in the Revenue Record is on hand. d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued any of its Property, Plant and Equipment and intangible assets during the year. e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended) and rules made thereunder. ii In respect of the Inventory: a) As explained by the management, it has conducted physical veri cation of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical veri cation. b) According to the information and explanations given to us and as disclosed in Note No. 24.1 to the standalone nancial statements, the Company has been sanctioned working capital limits in excess of Rs.5.00 crores in aggregate (fund based and non-fund based) from bank during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the nancial statements, the quarterly returns/statements submitted by the Company with such banks are in agreement with the audited/ unaudited books of accounts of the Company. The Company do not have sanctioned working capital limits in excess of Rs.5.00 crores in aggregate from nancial institutions during the year on the basis of security of current assets of the Company. iii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has granted unsecured loans to its wholly owned subsidiary Companies covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which - (a) (A) The Company has provided loans to its two wholly owned subsidiaries Companies, the aggregate amount during the year and balance outstanding at the balance sheet date with respect to such loans was Rs.1023.41 lakhs. As informed to us, the Company has not provided any guarantee or provided security to any of its subsidiary or JV during the year.
(B) As informed to us, the Company has not provided any loans or advances or guarantee or provided security to
any other entity during the year.
(b) According to the information and explanations given to us and based on the audit procedures conducted by us, the grant of loans to subsidiaries and investment made in subsidiaries and Joint Venture are, in our opinion, prima facie, not prejudicial to the Companys interest.
(c) No schedule prescribed for repayment of principal and payment of interest as to its repayments or receipts of
principal amounts for loans and Advances given to its Subsidiaries.
(d) Since there is no stipulation as to its repayment, no comments could be given on overdue amount in respect of this
loan remaining outstanding as at the year-end.
(e) No loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh
loans granted to settle the over dues of existing loans given to the same parties.
(f) The Company has not granted any loans or advances to others in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year, and accordingly reporting under clause 3(iii)(f) of the Order 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 in Subsidiaries and Joint Venture.
v. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2024
and accordingly, the provisions of the clause 3 (v) of the Order are not applicable to the Company.
vi. According to the information and explanations given to us, the maintenance of cost records has not been speci ed by the Central Government under section 148(1) of the Companies Act, 2013 for services of the Company, and accordingly, reporting under clause 3(vi) of the order is not applicable to the Company.
vii. In respect of statutory dues: a) The Company is regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax, and other material statutory dues as applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax, Cess and other material statutory dues in arrears as at March 31, 2024 for a period of more than six months from the date they became payable. b) According to the information and explanations given to us, there are no statutory dues of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been deposited by the Company on account of any dispute.
viii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
ix. In respect of loans from banks and financial institutes a) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to nancial institutions, banks, debenture holders or government, and accordingly reporting under clause 3 (ix)(a) of the Order is not applicable to the Company. b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared wilful defaulter by any bank or nancial institution or other lender. c) No new term loans have been taken during the year, and accordingly, reporting under clause 3(ix)c of the Order is not applicable. d) On an overall examination of the nancial statements of the Company, no funds raised on short-term basis were used for long-term purposes by the Company, and accordingly, reporting under clause 3(ix)(d) of the Order is not applicable. e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, and on an overall examination of the nancial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, and accordingly, reporting on clause 3(ix)(e) of the Order is not applicable. f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies and accordingly, reporting on clause 3(ix)(f) of the Order is not applicable.
x. In respect of money raised : a) In our opinion and according to information and explanation given to us and based on our examination of the records of the Company, during the year the Company has not raised any money by way of initial public offer (including debt instruments) and further public offer during the year, and accordingly, reporting under clause 3(x)(a) of the Order is not applicable.
b) During the year company has converted warrants into equity share and also issued new equity shares at different issue price. I.) During the year company has converted 12,00,000 warrants of Rs.3216.00 Lakhs into 12,00,000 Equity Shares of face value of Rs. 10/- each fully paid-up on a preferential of basis at Rs.268/-each (including premium of Rs.258/- each share). ii.) During the year company has converted 3,75,000 warrants of Rs.1826.25 Lakhs into 3,75,000 Equity Shares of face value of Rs. 10/- each fully paid-up on a preferential of basis at Rs.487/-each (including premium of Rs.477/- each share). iii.) During the year company has issued 5,45,533 Equity shares of Rs.2656.74 Lakhs of face value of Rs. 10/- each fully paid-up on a preferential of basis at Rs.487/-each (including premium of Rs.477/- each share). iv.) During the year company has issued 14,90,000 Equity shares of Rs.9983.00 Lakhs of face value of Rs. 10/- each fully paid-up on a preferential of basis at Rs.670/-each (including premium of Rs.660/- each share). v.) During the year company issued 5,00,000 Convertible warrants ( fully convertible, partly paid up, against which the Company has received Rs.608.75 Lakhs (25% of aggregate amount of Warrants of Rs.2435.00 Lakhs) which are convertible into, on exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of Rs. 10/- each on a preferential of basis of Rs.487/-, which may be exercised in one or more tranches during the period commencing from the date of allotment of the Warrants until expiry of 18 (Eighteen) months, for which the requirements of section 42 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were raised and unutilised amount has been temporarily invested in bank deposits.
xi . In respect of fraud: 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 has been noticed or reported during the year. b) According the information and explanation given to us, and to the best of our knowledge and belief, no material fraud on or by the Company was noticed or reported during the period, accordingly, no report under sub-section (12) of section 143 of the Companies Act has been led in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year. c) As represented to us by the management, there are no whistle-blower complaints received by the Company during the year. xii. In our opinion and according to information and explanation given to us, the Company is not a Nidhi Company and accordingly reporting under clause 3 (xii) of the Order is not applicable to the Company.
xiii. In our opinion and according to information and explanation given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in standalone nancial statements as required by the applicable accounting standards.
xiv. In respect of Internal Audit: a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business. b) We have considered the internal audit reports of the Company issued till date for the period under audit.
xv. In our opinion and according to information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them, and accordingly reporting under clause 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, and accordingly reporting under clause 3(xvi)(a) of the Order is not applicable. (b) According to the information and explanations given to us, The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company as de ned in the regulations made by Reserve Bank of India.
Accordingly, the requirement to report on clause 3(xvi)c of the Order is not applicable to the Company.
(d) In our opinion, there is no core investment company within the Group (as de ned in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. In our opinion and according to information and explanation given to us and based on our examination of the records of the Company, the Company has not incurred cash losses during the nancial year covered by our audit and the immediately preceding nancial year.
xviii. In our opinion and according to information and explanation given to us there has been no resignation of the statutory
auditors of the Company 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 nancial ratios, ageing and expected dates of realisation of nancial assets and payment of nancial liabilities, other information accompanying the nancial 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, 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. (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than on-going projects requiring a transfer to a Fund speci ed in Schedule -VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act, and accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year. (b) According to information and explanation given to us and based on our examination of the records of the Company there are no on-going projects and accordingly, reporting under clause 3(xx)(b) of the Order is not applicable for the year.
For, B. K. PATEL & CO | |
Chartered Accountants | |
Firm Regn No. 112647W | |
K. D. Patel | |
Partner | |
Ahmedabad | Membership No.032199 |
27-05-2024 | UDIN : 24032199BJZYQI5926 |
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 Praveg Limited (Formerly known as Praveg Communications (India) 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 nancial controls over nancial reporting of Praveg Limited (Formerly known as Praveg Communications (India) Limited) (the Company) as of March 31, 2024 in conjunction with our audit of the standalone nancial statements of the Company for the year ended on that date.
MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Board of Directors of the Company is responsible for establishing and maintaining internal nancial controls based on the internal control over nancial 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 nancial controls that were operating effectively for ensuring the orderly and ef cient conduct of its business, including adherence to respective 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 nancial information, as required under the Companies Act, 2013.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on the internal nancial controls over nancial 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 nancial 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 nancial controls over nancial 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 nancial controls system over nancial reporting and their operating effectiveness. Our audit of internal nancial controls over nancial reporting included obtaining an understanding of internal nancial controls over nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is suf cient and appropriate to provide a basis for our audit opinion on
the internal nancial controls system over nancial reporting of the Company.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A companys internal nancial control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal nancial control over nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial 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 nancial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITH REFERENCE
TO THESE STANDALONE FINANCIAL STATEMENTS
Because of the inherent limitations of internal nancial controls over nancial 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 nancial controls over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations of internal nancial controls over nancial 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 nancial controls over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial 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, adequate internal nancial controls with reference to standalone nancial statements and such internal nancial controls with reference to standalone nancial statements were operating effectively as at March 31, 2024, based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For, B. K. PATEL & CO | |
Chartered Accountants | |
Firm Regn No. 112647W | |
K. D. Patel | |
Partner | |
Ahmedabad | Membership No.032199 |
27-05-2024 | UDIN : 24032199BJZYQI5926 |
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