rajesh exports ltd Auditors report


To,

The Members,

M/S. RAJESH EXPORTS LIMITED, Bangalore

Report on audit of financial statements

Opinion

We have audited the accompanying standalone financial statements of Rajesh Exports Limited ("the company"), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary ofthesignificant policies and other explanatory information. (herein after 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 and other accounting principles generally accepted in India, of the state of affairs of the company as at 31st March 2023 and its profit, 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 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 together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and in accordance with these requirements and the Code of Ethics.we have fulfilled We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that professional judgement, where of most significant in our audit of the standalone financial statement of the current period. These matters where addressed in the context of our audit of forming our opinion thereon, we do not provide a separate opinion on these matters. financial

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 Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information but does not include the standalone financial statements and our auditors report thereon. The Boards Report is expected to be made available to us after the date of this auditor report. 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 standalone financial statements, our responsibility is to read the other information identified above when it is made available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact.

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 financial statements that give a true and fair view of the financial performance, including other comprehensive income, changes in equity and cash flows of the company in accordance with the Indian accounting standards 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 financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the 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 the 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 Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Auditing (SAs), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial 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 financial 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 with reference to standalone financial statements 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 the management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the significantaudit findings, including any significant deficiencies in internal control that we identify and during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are 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

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 I 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 it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, statement of changes in equity and the statement of Cash Flows dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the board of directors, none of the directors is 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 II. (g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of the 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 provision of section 197 of the Act. h) 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 explanation given to us.

i. The Company has disclosed the pending litigations on its standalone financial statements in note 26(11) of the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amount, required to be transferred to the investors education and protection fund by the company.

iv. (a) the Management has represented that, to the best of their knowledge and belief, other than as disclosed in the standalone financial statement, 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) The Management has represented that, to the best of their knowledge and belief, no funds have been received by the Company from any persons or entities, 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

(c) Based on the 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-clauses (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. (a) The final 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.

(b) The company has not declared any Interim Dividend during the year.

(c) The Board of Directors of the Company has proposed final dividend of 100% per equity share for which is subject to the approval of members of ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the act, as applicable

vi. 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 the companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

For B S D & CO

Chartered Accountants

Firm Regn. No. 000312S
Sd/-
Place : Bengaluru

(P L VENKATADRI)

Date : May 30, 2023

Partner

M.No. 209054
UDIN : 23209054BGTVUS3509

ANNEXURE I TO THE INDEPENDENT AUDITORS REPORT

FOR THE YEAR ENDED 31ST MARCH 2023

(Referred to in paragraph (1) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

i. (a)(A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment.

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

(b) The Company has program of physical verification of the property, plant and equipment in a phased manner so as to cover all the assets over a period of three years which, in our opinion, is reasonable considering the size of the company and its nature of assets. Accordingly, some of the property, plant and equipment were physically verified by the management According to information and explanations given to us no material discrepancies were noticed on such verification when compared to book figures.

(c) According to information and explanations provided and the records verified, the title deeds of immovable properties of land and buildings are held by the company in its name. In respect of immovable properties of land and building that have been taken on lease, the lease agreements are in the name of the Company.

(d) According to the information and explanations provided 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 or intangible assets during the year.

(e) According to the information and explanation provided 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 31st March 2023, for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) as (amended in 2016) and rules thereunder.

ii. According to the information and explanations given to us, the management has conducted physical verification of inventories at reasonable intervals and in our opinion, the coverage and procedure of such verification is appropriate considering the size and nature of the company. The discrepancies noticed on physical verification of stocks were not material in relation to operations of the company and the same have been dealt properly in the books of accounts.

iii. According to the information and explanations given to us, the company has not made any investments except in wholly owned subsidiary, provided guarantee or security to subsidiary company during the year. The company has not given any loans or guarantees or security to any firms, Limited Liability Partnerships or any other parties during the year. Hence, Clause 3(a) and Clause 3 (c to f) are not applicable.

iv. According to information and explanations given to us, in respect of investments, guarantees and security, the provisions of section 185 and 186 of the Act are complied with.

v. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under.

vi. As per the explanation given to us, the maintenance of cost records has not been specified Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

vii. (a) According to the information and explanation given to us, the company, in general, is regular in depositing undisputed statutory dues including goods and service tax, provident fund, employees state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues to the appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March 2023 for a period more than six months from the date they became payable.

(b) According to the information and explanation given to us, the following statutory dues referred to above sub clause (a) which have not been deposited on account of dispute.

Particulars

Nature of due Amount Rs. in lakhs Period to which the amount relates From where dispute is pending

ESI of Karnataka

ESI 89.27 2000-03 The Appeals Authority ESI, Karnataka

ESI of Karnataka

ESI 37.78 2006-07 The Appeals Authority ESI, Karnataka

Service Tax

Service Tax 367.25 2006-07 The Appellate Tribunal Service tax
Value Added Tax VAT 84.82 2010-11 Karnataka Appellate Tribunal
Value Added Tax VAT 325.95 2011-12 Karnataka Appellate Tribunal
Value Added Tax VAT 241.52 2012-13 Karnataka Appellate Tribunal

viii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. (a) The company has an ongoing litigation with Canara Bank, with regard to the correct balance payable/receivable, the matter is pending before the Honble High Court of Karnataka and the DRT, however the company has disclosed the entire balance and the interest in the balance sheet, for accounting purpose which is not an admission of the balance by the company.

(b) The Company has not been declared wilful defaulter by any bank, financial institution or any other lender.

(c) The Company has not taken any term loans during the year.

(d) According to the information and explanation given to us, funds raised on short term basis have not been utilized for long term purposes.

(e) According to the information and explanation given to us, 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 information and explanations given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x. (a) The company has not raised any money by way of initial public offer or further public offer (including debt instrument) during the year. (b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

xi. (a) According to the information and explanations given to us, no fraud by the company and no fraud on the company has been noticed or reported during the year under report.

(b) No report under sub-section 12 of section 143 of the Companies Act 2013 has been filed ADT-4 as prescribed under the rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year.

(c) According to the information and explanations given to us, there were no whistle blower complaints received by the company during the year.

xii. The Company is not a Nidhi Company.

xiii. According to the information and explanations given to us, the Company is in compliance with Section 177 and Section 188 of the Act where applicable and the details have been disclosed in the standalone Financial Statements, etc. as required by the applicable accounting standards.

xiv. a) On the basis examination of records and information provided to us, the Company has the Internal Audit System commensurate with the size and nature of its business.

b) The Reports of the Internal Auditors for the period under audit have been considered by us in determining nature and extent of audit procedures.

xv. According to the information and explanation given to us and based on our examination of the records, the company has not entered into non-cash transaction with directors and persons connected with them.

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and the company has not carried out any non-banking financial activities during the year. Hence reporting under sub-clauses (b) to (d) is not applicable.

xvii. The Company has not incurred cash losses during the year covered by our audit and also in the immediately preceding financial year. xviii. There has been no resignation of Statutory Auditors during the year.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected date of realization of financial assets and payments 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 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. In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of section 135 of the Companies Act, 2013 pursuant to any project. Accordingly, clause 3(xx)(a) and 3(xx)(b) of the Order is not applicable. xxi. This report is in respect of standalone financial statements of the company, hence reporting under clause xxi is not applicable.

For B S D & CO

Chartered Accountants

Firm Regn. No. 000312S
Sd/-
Place : Bengaluru

(P L VENKATADRI)

Date : May 30, 2023

Partner

M.No. 209054
UDIN : 23209054BGTVUS3509

ANNEXURE II TO THE INDEPENDENT AUDITORS REPORT

FOR THE YEAR ENDED 31ST MARCH 2023.

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the Internal Financial Controls over Financial Reporting of M/S. Rajesh Exports Limited, ("the Company") as of 31st March 2023 in conjunction with our audit of the standalone financial statements of the company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those standards and the guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those

(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 standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the standalone 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 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, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2023, based on the internal control over financial 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 B S D & CO

Chartered Accountants

Firm Regn. No. 000312S
Sd/-
Place : Bengaluru

(P L VENKATADRI)

Date : May 30, 2023

Partner

M.No. 209054
UDIN : 23209054BGTVUS3509