To The Members of Samor Reality Limited (Formerly known as M/s. Samor
Reality)
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying Standalone Financial Statements of
Samor Reality Limited (Formerly known as M/s. Samor Reality) ("the Company"),
which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Standalone Financial Statements give the
information required by the Companies Act, 2013 ("the Act") in the manner so
required and give a true and fair view in conformity with the Accounting Standards
prescribed under section 133 of the Act read with the Companies (Accounting Standards)
Rules, 2006, as amended ("Accounting Standards") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2023,
its profit/loss and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in
accordance with the Standards on Auditing specified under section 143(10) of the Act
(SAs). Our responsibilities under those Standards are further described in the Auditors
Responsibility 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 ethical requirements
that are relevant to our audit of the Standalone 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 ICAIs Code of Ethics. We
believe that the audit evidence obtained by us is sufficient and appropriate to provide a
basis for our audit opinion on the Standalone Financial 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 Management
Discussion and Analysis and Directors Report (the "Reports"), but does not
include the Standalone Financial Statements and our auditors report thereon.
• Our opinion on the Standalone Financial Statements does not
cover the other information and we do not express any form of assurance conclusion
thereon.
• In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the Standalone Financial
Statements or our knowledge obtained during the course of our audit or otherwise appears
to be materially misstated.
• If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Managements Responsibility for the Standalone 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
and cash flows in accordance with the 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 financial statement 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, management is
responsible for assessing the Companys ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the
Companys financial reporting process.
Auditors Responsibility for the Audit of the 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 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 Standalone 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
Standalone 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 financial control relevant
to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 43(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 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 Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
Standalone Financial Statements, including the disclosures, and whether the Standalone
Financial Statements represent the underlying transactions and events in a manner that
achieves fair presentation.
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.
Report on Other Legal and Regulatory Requirements
1. 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.
C. The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the relevant books of
account.
D. In our opinion, the aforesaid Standalone Financial Statements comply
with the Accounting Standards specified under Section 133 of the Act.
E. On the basis of the 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 and the operating effectiveness of such controls, refer
to our separate Report in "Annexure A". Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the Companys internal financial
controls over financial reporting.
G. With respect to the other matters to be included in the Auditors
Report in accordance with 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
period 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 Rule 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:
a) The Company does not have any pending litigations which would impact
its financial position.
b) The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.
c) There were no amounts which were 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, 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:
• directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on
behalf of the Company.
• provide any guarantee, security or the like to or on behalf of
the Ultimate Beneficiaries.
ii. The management has represented, that, to the best of its 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:
• directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on
behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of
the Ultimate Beneficiaries; and
iii. Based on such audit procedures as considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under subclause (d) (i) and (d) (ii) contain any material
mis-statement.
e) The Company has not paid any dividend during the year and hence,
compliance with Section 123 of the Act is not applicable.
2. 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 - B" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
For Bhagat & Co.
Chartered Accountants
(Firms Registration No. - 127250W)
Shankar Prasad Bhagat (Partner)
(M. No. 052725)
(UDIN - 23052725BGWWDB2132)
Place: Ahmedabad Date: May 29, 2023
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1(f) under Report on Other Legal and
Regulatory Requirements section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the
Act")
We have audited the internal financial controls over financial
reporting of Samor Reality Limited (Formerly known as Samor Reality) ("the
Company") as of March 31, 2023 in conjunction with our audit of the standalone
Financial Statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and
maintaining internal financial controls based on the internal control over financial
reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to 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 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 of the Company and its joint operations
companies incorporated in India (retain as applicable) based on our audit. We conducted
our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the "Guidance Note") issued by the Institute of
Chartered Accountants of India and the Standards on Auditing prescribed under Section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about
the adequacy of the internal financial controls system over financial reporting and their
operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditors judgment, including the assessment of the
risks of material misstatement of the 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 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 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
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 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
control over financial reporting may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the
explanations given to us, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2023, based on the
criteria for internal financial control over financial reporting established by the
Company considering the essential components of internal control stated in the Guidance
Note.
For Bhagat & Co.
Chartered Accountants
(Firms Registration No. - 127250W)
Shankar Prasad Bhagat (Partner)
(M. No. 052725)
(UDIN - 23052725BGWWDB2132)
Place: Ahmedabad Date: May 29, 2023
ANNEXURE - B: Report under the Companies (Auditors Report) Order, 2020
(Referred to in paragraph 2 under Report on Other Legal and Regulatory
Requirements section of our report of even date on the accounts of Samor Reality
Limited (Formerly known as M/s. Samor Reality) (the "Company") for the year
ended March 31, 2023)
i. According to the information & explanation given to us and on
the basis of our examination of the records of the Company, in respect of property, plant
& equipment and intangible assets:
a) (A) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its property, plant &
equipment.
(B) The Company has maintained proper records showing full particulars
of Intangible assets.
b) The Property, Plant & Equipment were physically verified during
the year by the management in accordance with a regular programme of verification which,
in our opinion, provides for physical verification of all the fixed assets at reasonable
intervals. According to the information & explanation given to us, no material
discrepancies were noticed on such verification.
c) The title deeds of all the immovable properties (other than
immovable properties where the Company is the lessee and the lease agreements are duly
executed in favour of the lessee) disclosed in the Standalone Financial Statements are
held in the name of the Company.
d) The Company has not revalued its property, plant & equipment
(including right to use assets) or intangible assets or both during the year and hence,
reporting under clause 3(i)(d) of the order is not applicable.
e) There are no proceedings initiated or pending against the Company
for holding any benami property under the Prohibition of Benami Property Transactions Act,
1988 and rules made thereunder and hence, reporting under clause 3(i)(e) of the order is
not applicable.
ii. a) The physical verification of inventory has been conducted at
reasonable intervals by the Management during the year and, in our opinion, the coverage
and procedures of such verification by Management is appropriate. The discrepancies
noticed on physical verification of inventory as compared to book records were not 10% or
more in aggregate for each class of inventory.
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 been sanctioned
working capital/term loan facility in excess of five crore rupees, in aggregate, from
banks on the basis of security of current assets.
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 not made any
investments, provided guarantee or security or granted any loans or
advances in the nature of loans, secured or unsecured, to companies, firms, limited
liability partnerships or any other parties during the year. Hence, reporting under clause
3(iii) of the order is not applicable.
iv. In our opinion and according to information and explanation given
to us, the company has complied the provisions of section 185 and 186 of the Companies
Act, 2013 in respect of loans granted, investments made and guarantees and securities
provided, as applicable.
v. According to the information and explanation given to us, the
Company has not accepted any deposits or amounts deemed to be deposits during the year and
hence the directives issued by the Reserve Bank of India and the provisions of Section 73
to 76 or any other relevant provisions of the Act and the rules framed thereunder are not
applicable to the Company.
vi. To the best of our knowledge and according to the information and
explanations given to us, the Central Government of India has not prescribed the
maintenance of cost records under sub-section (1) of section 148 of the Act for the
services provided by the company and hence reporting under clause 3(vi) is not applicable
to the Company.
vii. According to the information & explanation given to us, in
respect of statutory dues:
a) The Company has been generally been regular in depositing undisputed
statutory dues including Goods & Service Tax, Provident Fund, Employees State
Insurance, Income-tax, Sales tax, Service Tax, Customs Duty, Value Added Tax, Goods and
Services Tax, Cess and other material statutory dues applicable to it with the appropriate
authorities during the year. There were no undisputed amounts payable in respect of Goods
& Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales tax,
Service Tax, Customs Duty, Value Added Tax, Goods & Services Tax, Cess and other
material statutory dues in arrears as at March 31, 2023 for a period of more than six
months from the date they became payable.
b) There are no statutory dues referred to in sub-clause (a) above
which have not been deposited as on March 31, 2023 on account of any dispute.
viii. 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.
ix. Based on information and explanation provided by the management of
Company and on the basis of our examination of the records of the Company,
a) The Company has not defaulted in repayment of loans or other
borrowings or in the payment of interest thereon to any lender. Hence, reporting under
paragraph 3(ix)(a) is not applicable to that extent.
b) The Company has not been declared wilful defaulter by any bank or
financial institution or other lender.
c) The Company has applied term loan during the year, which has been
utilized for the purpose for which the loans were obtained and hence, reporting under
clause 3(ix)(c) of the Order is not applicable.
d) On an overall examination of the Standalone Financial Statements of
the Company, funds raised on short-term basis have, prima facie, not been used during the
year for long-term purposes by the Company.
e) On an overall examination of the Standalone Financial 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, associates or joint ventures.
f) The Company has not raised loans during the year on the pledge of
securities held in its subsidiaries, joint ventures or associate companies and hence
reporting on clause 3(ix)(f) of the Order is not applicable.
x. (a) During the year, the Company has raised moneys by way of Right
issue by issuing 64,50,000 equity shares of Rs. 10 each at a premium of Rs. 15 per share.
The money as raised have been applied for the purposes for which those are raised till
March 31, 2023 as follows:
(Rs. in Lakhs)
| S. No. |
Object of the Issue |
Amount
allotted
forthe
object |
Amount utilized till March
31, 2023 |
Amount unutilized till
March 31, 2023 |
| 1 |
To augment the existing and
incremental working capital requirement of our company |
640.00 |
640.00 |
|
| 2 |
Repayment or prepayment of
unsecured loans |
537.75 |
237.75 |
300.00 |
| 3 |
General Corporate Purposes |
401.00 |
401.00 |
- |
| 4 |
Issue related Expenses |
33.75 |
33.75 |
- |
|
Total |
1612.50 |
1312.50 |
300.00 |
Further, no instance of defaults and subsequent rectification found and
hence, reporting under clause 3(x)(a) of the Order is not applicable to the Company to
such extent.
(b) During the year the Company has not made any preferential allotment
or private placement of shares or convertible debentures (fully or partly or optionally)
and hence reporting under clause (x)(b) of the Order is not applicable to the Company.
xi. (a) To the best of our knowledge, no fraud by the Company and no
material fraud on the Company has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies
Act has been filed 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) We have taken into consideration the whistle blower complaints
received by the Company during the year and provided i^us, when performing our audit.
xii. The company is not Nidhi Company. Accordingly, paragraph 3(xii) of
Order is not applicable.
xiii. According to the information and explanations given to us and
based on our examination of the record of the Company, transactions with related parties
are in compliance with the provisions of section 177 and 188 of the Companies Act where
applicable and the details have been disclosed in the Standalone Financial Statements etc.
as required by the applicable accounting standards.
xiv. (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 issued to the
Company during the year and covering the period up to March 31, 2023 for the period under
audit.
xv. According to the information and explanations given to us and based
on our examination of the record of the Company, the company has not entered into any
non-cash transactions with directors or persons connected with him hence provisions of
section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. (a) The company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934 and hence, reporting under clause 3(xvi)(a)
of the order is not applicable.
(b) The company has not conducted any non-banking financial or housing
finance activities during the year and hence, the company is not required to obtain
certificate of registration from the Reserve Bank of India as per the Reserve Bank of
India Act, 1934. Accordingly, reporting under clause 3(xvi)(c) of the order is not
applicable.
(c) The company is not a Core Investment Company as defined in the
regulations made by the Reserve Bank of India and hence, reporting under clause 3(xvi)(c)
of the order is not applicable.
(d) According to the information and explanations provided to us during
the course of audit, the Group does not have any CIC. Accordingly, the requirements of
clause 3(xvi)(d) are not applicable.
xvii. The Company has not incurred cash losses during the financial
year covered by our audit and the immediately preceding financial year.
xviii. During the year, M/s. Goyal Goyal & Co., Chartered Accounts
term as Statutory Auditor of the Company has been expired and our firm has been appointed
as Statutory Auditor for next 5 years.
xix. 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 Standalone Financial 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
Materials 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. According to the information and explanations given to us and based
on our examination of the record of the Company, the Company is not liable to spend any
amount towards Corporate Social Responsibility (CSR) as per Companies Act and hence,
reporting under clause (xx) of the Order is not applicable for the year.
For Bhagat & Co.
Chartered Accountants
(Firms Registration No. - 127250W)
Shankar Prasad Bhagat
(Partner)
(M. No. 052725)
(UDIN - 23052725BGWWDB2132)
Place: Ahmedabad Date: May 29, 2023
+91-9892691696
