To the Members of R. J. SHAH & COMPANY LIMITED Report on the Audit of Standalone
Financial Statements
Opinion
We have audited the accompanying the standalone financial statementsof R. J. SHAH &
COMPANY LIMITED(“the Company”),which comprise the Balance Sheet as at March 31,
2023, the Statement of Profit and Loss, including the statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then
ended, and a summary of significant accounting policies and other explanatory information
(hereinafter referred to as “Standalone Financial Statements”). In our opinion
and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies
Act, 2013 (“ the Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind
AS”) and other accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2023 , its Profit including Other Comprehensive
Income, its Cash Flows and the Statement of Changes in Equity for the year ended on that
date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (“SA”)
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 made thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the ICAI‘s
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 year. These matters
were addressed in the context of our audit of the Standalone financial 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.
Information Other than the Standalone Financial Statements and Auditors Report Thereon
1
The Companys Board of Directors is responsible for the other information. The other
information comprises the information included in the Board report, but does not include
the financial statements and our auditors report thereon.
Our opinion on the financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the 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 on the other information that we obtained prior
to the date of this auditors report, 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. Management Responsibility for the 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 Financial
Statements that give a true and fair view of the Financial Position, Financial Performance
including Other Comprehensive Income, Cash Flows and the Statement Of Changes in Equity of
the Company in accordance with the Ind AS and other accounting principles generally
accepted in India. This responsibility also includes maintenance of adequate accounting
records in accordance with the provision of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and
application of the appropriate accounting policies; making judgements 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 fair 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 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 Responsibilities for the Audit of the Standalone 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 control.
Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Act, we are also responsible for 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 financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation. Materiality is the
magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the standalone financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements. We communicate with those charged
with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit. We also provide those charged with governance with a
statement that we have complied with relevant ethical requirements regarding independence,
and 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 Act, we give in the “Annexure A” a statement on the matters
specified in paragraphs 3 and 4 of the Order.
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 appears from our examination of those books;
c) The Balance Sheet, Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and 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 accounting
standards specified under section 133 of the Act;
e) On the basis of written representations received from the directors as on March 31,
2023 taken on record by the Board of Directors, none of the directors is disqualified as
on March 31, 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 with reference to these financial statements and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B”.
g) With respect to the other matters to be included in the Auditors Report in
accordance with the requirements of section 197(16) of the Act, as amended, in our opinion
and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with
the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditors Report in
accordance with Rules 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in
our opinion and to the best of our information and according to the explanations given to
us and as represented by the management:
i. The Company does not have any pending litigations which would impact on its
financial position. ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
iv. (a) Management has represented to us 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 persons or entities, 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) Management has represented to us 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 Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries
(c) Based on our audit procedure conducted that are considered reasonable and
appropriate in the circumstances, nothing has come to our attention that cause us to
believe that the representation given by the management under paragraph (2) (h) (iv) (a)
& (b) contain any material misstatement.
v. Dividend declared or paid during the year by the Company is in compliance of section
123 of the Companies Act 2013.
For N. S. Bhatt & Co. |
Chartered Accountants |
Firm Registration no. 101342W |
Nitin S. Bhatt |
Proprietor |
Membership No.:10149 |
Place |
: Mumbai |
Date |
: 25th May, 2023 |
UDIN |
: 23010149BGZCJA9046 |
“ANNEXURE A” TO THE INDEPENDENT AUDITORS REPORT ON THE FINANCIAL STATEMENTS
OF R. J. SHAH & COMPANY LIMITED
(Referred to in Paragraph 1 under the heading of “Report on other legal and
regulatory requirements” of our report of even date)
1) a) The Company has maintained proper records showing full particulars including
quantitative details and situation of Property, Plant and Equipment on the basis of
available information.
b) As explained to us, Property, Plant & Equipment have been physically verified by
the management in a phased periodical manner, which in our opinion is reasonable, having
regard to the size of the Company and nature of its assets. No material discrepancies were
noticed on such physical verification.
c) According to the information and explanations given to us and the records examined
by us, tittle deeds in respect of immovable properties disclosed as Property, Plant &
Equipment ((other than properties where the Company is the lessee and the lease agreements
are duly executed in favour of the lessee) in the financial statements are in the name of
the Company.
d) The Company does not have any intangible assets on the basis of available
information.
e) According to information and explanations given to us and books of accounts and
records examined by us, Company has not revalued its Property, Plant and Equipment
(including Right of Use assets) or intangible assets or both during the year.
f) According to information & explanations and representation given to us by the
management, no proceedings have been initiated or are pending against the Company for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and
rules made thereunder.
2) a) As explained to us and on the basis of the records examined by us, in our
opinion, physical verification of the inventories have been conducted at reasonable
intervals by the management and having regard to the size and nature of business of the
Company and nature of its inventory, the coverage and procedures of such verification by
the management is appropriate. As explained to us and on the basis of the records examined
by us, the value of the discrepancies noticed on physical verification by management did
not exceed 10% or more in aggregate of each class of inventory.
b) According to the information and explanations given to us, at any point of time of
the year, the Company has not been sanctioned any working capital facility from banks or
financial institutions and hence reporting under clause 3(ii)(b) of the Order is not
applicable to the Company.
3) As per the information and explanation given to us the company has not made
investment innor provided any guarantee or security provided or any loans or advances in
the nature of loans, secured or unsecured, granted during the year by the Company to
companies, firms, Limited Liability Partnerships or any other parties during the year.
4) In our opinion and according to the information and explanations provided to
us, the Company has not granted any loans or provided any guarantees or security to the
parties covered under Section 185 of the Act. The Company has complied with the provisions
of Section 186 of the Act in respect of investments made or loans or guarantee or security
provided to the parties covered under Section 186 of the Act.
5) According to the information and explanations given to us, the Company has
not accepted any deposits or amounts which are deemed to be deposits within the meaning of
provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules
framed there under. Therefore, the clause (v) of paragraph 3 of the Order is not
applicable to the Company.
6) To the best of our knowledge and explanations given to us, the Central
Government has not prescribed the maintenance of cost records under sub section (1) of
Section 148 of the Act in respect of the activities undertaken by the Company.
7) In respect of Statutory dues :
a) According to the records of the Company examined by us, undisputed statutory dues
including Goods and Service tax, provident fund, employees state insurance, income tax,
duty of customs, cess and any other material statutory dues have been generally regularly
deposited with appropriate authorities. According to the information and explanations
given to us, there were no undisputed amounts payable in respect of the aforesaid dues,
which were outstanding as March 31, 2023 for a period of more than six months from the
date they became payable except Provident Fund dues of Rs. 11,088/- which has not been
paid due to technical problem with the Provident Fund department.
b) According to the information and explanations given to us, there are no statutory
dues referred to in sub-clause (a) which have not been deposited with the appropriate
authority on account of any dispute.
8) According to the information and explanations given to us and representation
given to us by the management, there were no transactions relating to previously
unrecorded income that were surrendered or disclosed as income in the tax assessments
under the Income Tax Act, 1961 (43 of 1961) during the year.
9) a) In our opinion and according to the information and explanations given and books
of accounts and records examined by us, the Company has not defaulted in repayment of
loans or other borrowings or in the payment of interest thereon to any lender.
b) In our opinion, and according to the information and explanations given to us, 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 term 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 to the Company.
d) According to the information and explanations given to us, and the procedures
performed by us, and on an overall examination of the financial statements of the Company,
we report that, prima facie, no funds raised on short-term basis have been used during the
year for long-term purposes by the Company.
e) According to the information and explanations given to us and on an overall
examination of the financial statements of the Company, we report that the Company has not
taken any funds from any entity or person on account of or to meet the obligations of its
subsidiaries, associates or joint ventures.
f) According to the information and explanations given to us and procedures performed
by us, we report that the Company has not raised loans during the year on the pledge of
securities held in its subsidiaries, joint ventures or associate companies.
10) a) The Company has not raised money by way of initial public offer or further
public offer (including debt instruments) and hence clause (x)(a) of paragraph 3 of the
Order is not applicable to the Company.
b) The Company has not made any preferential allotment of shares or fully or partly or
optionally convertible debentures during the year.
11) a) Based on the audit procedures performed for the purpose of reporting the true
and fair view of the financial statements and as per information and explanations given to
us, no fraud by the Company or on the Company has been noticed or reported during the
year. b) According to the information and explanations given to us, No report under
subsection 12 of section 143 of the Act has been filed by auditors in Form ADT-4 as
prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government, during the year and upto the date of this report. c) As represented to us by
the management, there are no whistle blower complaints received by the Company during the
year.
12) In our opinion, Company is not a nidhi company. Therefore, the provisions of clause
(xii) of paragraph 3 of the Order are not applicable to the Company.
13) In our opinion and according to the information and explanations given to us, all
transactions with related parties are in compliance with sections 177 and 188 of the Act
and their details have been disclosed in the financial statements etc., as required by the
applicable accounting standards.
14) a) In our opinion, and 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) We have considered the internal audit reports of the Company issued till
date, for the period under audit.
15) According to the information and explanations provided by the management, the
Company has not entered into any non-cash transaction with directors or persons connected
with him as referred to in Section 192 of the Act.
16) a) To the best of our knowledge and as explained, the Company is not required to be
registered under section 45-IA of the Reserve Bank of India Act, 1934. b) In our opinion,
and according to the information and explanations provided to us and on the basis of our
audit procedures, the Company has not conducted any Non-Banking Financial or Housing
Finance activities during the year as per the Reserve bank of India Act 1934.
c) In our opinion, and according to the information and explanations provided to us,
the Company is not a Core Investment Company (CIC) as defined in the regulations made by
the Reserve Bank of India.
d) In our opinion, and according to the information and explanations provided to us,
the Group has no Core Investment Company (CIC).
17) In our opinion, and according to the information and explanations provided to us,
Company has not incurred any cash losses in the financial year and in the immediately
preceding financial year.
18) There has been no resignation of the Statutory Auditors of the Company during the
year. However, there has been change in statutory auditors for the F.Y.2022-23 as required
by Companies(Audit and Auditors)Rules,2014.
19) 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 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 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.
20) The company does not have any unspent amount under Corporate Social Reporting (CSR)
For N. S. Bhatt & Co. |
Chartered Accountants |
Firm Registration no. 101342W |
Nitin S. Bhatt |
Proprietor |
Membership No.:10149 |
Place |
: Mumbai |
Date |
: 25th May, 2023 |
UDIN |
: 23010149BGZCJA9046 |
ANNEXURE “B” TO THE INDEPENDENT AUDITORS REPORT ON THE FINANCIAL
STATEMENTSOF R. J. SHAH & COMPANY LIMITED
(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory
Requirements of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of
Subsection 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference to financial over
financial reporting of R. J. SHAH & COMPANY 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 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 (the
“Guidance Note”) issued by the Institute of Chartered Accountants of India
(“ICAI”). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to
Companys policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting with reference to these financial statements based on
our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and
the Standards on Auditing prescribed under Section 143(10) of the Act, 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 with reference to these financial statements 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 with reference to these
financial statements and their operating effectiveness. Our audit of internal financial
controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting with reference to these financial statements,
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 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 with reference to these financial statements.
Meaning of Internal Financial Controls Over Financial Reporting With Reference To These
Financial Statements A companys internal financial control over financial reporting with
reference to these financial statements 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
with reference to these financial statements 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 With
Reference To These Financial Statements
Because of the inherent limitations of internal financial controls over financial
reporting with reference to these financial statements, 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 with reference to these financial
statements to future periods are subject to the risk that the internal financial control
over financial reporting with reference to these financial statements 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 31 March 2023, based on the criteria for
internal financial control over financial reporting 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..
Chartered Accountants |
Firm Registration no. 101342W |
Nitin S. Bhatt |
Proprietor |
Membership No.:10149 |
Place : Mumbai |
Date : 25th May, 2023 |
UDIN : 23010149BGZCJA9046 |
+91-9892691696
