<dhhead>INDEPENDENT AUDITORS REPORT</dhhead>
To THE MEMBERS OF SANWARIA CONSUMER LIMITED
Report on the Audit of the standalone financial statements Opinion
1. We have audited the accompanying standalone financial statements of
Sanwaria Consumer Limited (the „Company"), which comprise the Balance Sheet as
at 31st March 2023, the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for
the year then ended, and a summary of the significant accounting policies and other
explanatory information.
Qualified opinion
2. In our opinion and to the best of our information and according to
the explanations given to us, except for the effects of the matter described in the Basis
for Qualified Opinion paragraph below, 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 subject to observations given in Schedule
"A" in conformity with the accounting principles generally accepted in India
including Indian Accounting Standards („Ind AS") specified under Section 133 of
the Act, of the state of affairs (financial position) of the Company as at 31 March 2023,
and its Loss (financial performance including other comprehensive income), its cash flows
and the changes in equity for the year ended on that date.
Basis for Qualified opinion
The Company has shown all expenses and Income on the accrual basis
which were related to current financial year as it was shown in the policy of company that
the Company follows accrual basis of accounting, but in the following cases it has
followed cash basis of accounting, hence loss has been reduced by Rs. 167.01 Lacs
| Sr. No. Particulars |
Amount (in Lacs) |
| 1 Advertising and Publicity |
0.25 |
| 2 Professional Expenses |
40.26 |
| 3 Security Expenses |
94.68 |
| 4 Salary Exp. |
30.32 |
| 5 Audit Fee |
1.50 |
We conducted our audit in accordance with the Standards on Auditing
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 thereunder, and
we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Key Audit Matters
i. Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone financial statements of
the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
ii. One creditor Mr. Kishor Ramniklal unadikat, sole proprietor of M\s
Shakti Clearing Agency has filed company petition under section 9 of The Insolvency and
Bankruptcy Code, 2016 read with the rule 6 of The Insolvency and Bankruptcy Rules, 2016 to
initiate Corporate Insolvency Resolution process against the Company before the NCLT and
the said application has been admitted by the Authority wide no. (MP) CP (IB) No. 7 / 9 /
NCLT / AHM / 2019 at 29th of May 2020 and NCLT has appointed Mr. Rajiv Goyal as Insolvency
Resolution Professional (IRP). The CoC approved the replacement of IRP with 100% voting
and IA No. 111 of 2020 is allowed as prayed by the Applicant. With the Order of National
Law Company tribunal (NCLT), no. (MP) CP (IB) 7 of 2019 with IA 111 of 2020, Dated 04
September 2020, and The Court give order to Mr. Rajiv Goyal, IRP to handed over the
documents/papers & give charge to Mr. Gautam Mittal, as Resolution Professional.
iii. RP had invited expression of interest from interested parties for
revival of the Company. Five eligible EOIs were received after-which Resolution Plans
were
invited. The Resolution Plans received from these PRAs were discussed
and put on vote before the COC for approval. None of the Resolution Plans were approved by
the members of the COC. While rejecting the Resolution Plans, the COC further decided to
Liquidate the Company for the initiation of Liquidation Process of the Company has been
filed with honble NCLT.
Information other than the Financial Statement and Auditors Report
thereon
iv. The Companys Board of Directors is responsible for the other
information. The other information comprises the information included in the Annual Report
but does not include the 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 financial
statements or our knowledge obtained in the 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.
Responsibilities of Management and Those Charged with Governance 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 subject to observations given in Schedule
"A" of the state of affairs (financial position) profit or loss (financial
performance including other comprehensive income) changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India including
the Ind AS specified under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent and design implementation and
maintenance of adequate internal financial controls that were operating effectively for
ensuring the accuracy and completeness of the accounting records relevant to the
preparation and presentation of the financial statements that give a true and fair view
subject to observations given in Schedule "A" 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.
Board of Directors is also responsible for overseeing the Companys
financial reporting process.
Auditors Responsibilities for the Audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement whether due to fraud
or error and to issue an auditors report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance
with 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 financial statements.
As part of an audit in accordance with Standards on Auditing 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 explaining 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.
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.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion on the standalone financial
statements.
Report on other Legal and Regulatory Requirements
As required by Section 197(16) of the Act we report that the Company
has paid remuneration to its directors during the year in accordance with the provisions
of and limits laid down under Section 197 read with Schedule V to the Act.
As required by the Companies (Auditors Report) Order 2016 (the
Order) issued by the Central Government of India in terms of Section 143(11) of the Act
we give in the Annexure B a statement on the matters specified in paragraphs 3 and
4 of the Order.
Further to our comments in Annexure B as required by Section
143(3) of the Act we report that:
we have sought and obtained all the information and explanations which
to the best of our knowledge and belief were necessary for the purpose of our audit;
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;
the standalone financial statements dealt with by this report are in
agreement with the books of account;
in our opinion the aforesaid standalone financial statements comply
with Ind AS specified under Section 133 of the Act;
on the basis of the written representations received from the directors
and taken on record by the Board of Directors none of the directors is disqualified as on
31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act;
we have also audited the internal financial controls over financial
reporting (IFCoFR) of the Company as on 31st March 2023 in conjunction with our
audit of the standalone financial statements of the Company for the year ended on that
date and our report as per Annexure C expressed an unmodified opinion;
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:
the Company has disclosed the impact of pending litigations on its
financial position in the standalone financial statements;
the Company has made provision as required under the applicable law or
Ind AS for material foreseeable losses if any on long-term contracts including derivative
contracts;
there were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company during the year ended 31 March 2023;
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE
MEMBERS OF SANWARIA CONSUMER LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH 2023
ANNEXURE A
Based on the audit procedures performed for the purpose of Audit we
have found some observation which individually or collectivity were not material for
modifying our opinion but should be consider while taking decision on the basis of Report.
Details are following:
1. In the following cases we noticed that the Company have not given
any effect in the books of accounts. The Company is following cash basis system in the
same cases:
| Sr. No. Particulars |
Amount (in Lacs) |
| 1 Advertising and Publicity |
0.25 |
| 2 Professional Expenses |
40.26 |
| 3 Security Expenses |
94.68 |
| 4 Salary Exp. |
30.32 |
| 5 Audit Fee |
1.50 |
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE
MEMBERS OF SANWARIA CONSUMER LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH 2022
ANNEXURE B
Based on the audit procedures performed for the purpose of reporting a true
and fair view subject to observations given in Schedule "A" on the
standalone financial statements of the Company and taking into consideration the
information and explanations given to us and the books of account and other records
examined by us in the normal course of audit and to the best of our knowledge and belief
we report that:
i. (a) The Company has maintained proper records of Fixed Assets which
provided block wise detail of the Fixed Assets but it should be more descriptive.
(b) As per the information and explanation given to us the Company has
a regular program of physical verification of its property plant and equipment under which
property plant and equipment are verified annually which in our opinion is reasonable
having regard to the size of the Company and the nature of its assets. In accordance with
this program property plant and equipment were verified during the year and no material
discrepancies were noticed on such verification.
(c) As per the information and explanation given to us the title deeds
of all the immovable properties are held in the name of the Company.
ii. In our opinion and according to the information and explanations
given to us the Company is maintaining proper record of inventory. The discrepancies
noticed on verification between physical stocks and the book records were not material and
have properly dealt with in the books of accounts. No material discrepancies were noticed
on the aforesaid verification.
iii. The Company has granted secured or unsecured loans to companies
firms and others parties covered in the register maintained under Section 189 of the Act;
and with respect to the same:
a. In our opinion the terms and conditions of grant of such loans are
not prima facie prejudicial to the Companys interest;
b. The schedule of repayment of principal and payment of interest has
been stipulated and the repayment/ receipts of the principal amount and the interest are
regular;
iv. In our opinion the Company has complied with the provisions of
Sections 185 and 186 of the Act in respect of loans investments guarantees and security.
v. In our opinion the Company has not accepted any deposits within the
meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules
2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are not
applicable.
vi. We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government for the maintenance of cost
records under sub-section (1) of Section 148 of the Act in respect of Companys products
and services and are of the opinion that prima facie the prescribed accounts and records
have been made and maintained. However we have not made a detailed examination of the cost
records with a view to determine whether they are accurate or complete.
vii. (a) The Company is regular in depositing undisputed statutory dues
including provident fund employees state insurance income-tax sales-tax goods and
services tax service tax duty of customs duty of excise value added tax cess and other
material statutory dues as applicable with the appropriate authorities though there has
been slight delay in few cases. Further no undisputed amounts payable in respect thereof
were outstanding at the year-end for a period of more than six months from the date they
became payable.
(b) The dues outstanding in respect of income-tax sales tax duty of
customs duty of excise and value added tax on account of any dispute are as follows:
| Name of the statute |
Nature of Dues |
Amount (Rs. In Lakhs) |
Period to which the amount
relates |
Forum where dispute is pending |
Status |
| Income Tax Act |
Disputed |
7297.33 |
Various Years |
CIT(A)/Tribunal/ High court |
Demand Stayed by department |
| Central Sales Tax Act |
Disputed |
72.08 |
Various Years |
Commercial tax tribunal/ Appellate Authority |
Demand stayed by high court demand pending for grant of
exemption and their effect. |
| Madhya Pradesh Entry Tax Act |
Disputed |
932.75 |
Various Years |
Commercial tax tribunal/ Appellate Authority |
Demand stayed by high court demand pending for grant of
exemption and their effect. |
| Madhya Pradesh VAT Tax Act |
Disputed |
2575.21 |
Various Years |
Commercial tax tribunal/ Appellate Authority |
Demand stayed by high court demand pending for grant of
exemption and their effect. |
| EPFO |
Disputed |
150.22 |
Various Years |
CGIT Jabalpur |
Stay by CGIT |
| Central Excise |
Disputed |
100.26 |
Various Years |
Cestate/ Commissioner (A) |
Stay Being Apply |
| MPIDC |
Disputed |
19.01 |
Various Years |
MPIDC Mandideep |
Stay Being Apply |
| DTIC |
Disputed |
28.77 |
Various Years |
MP Govt. |
Stay Being Apply |
| Municipal Corporation |
Disputed |
3.78 |
Various Years |
Municipal Corporation itarsi |
Stay Being Apply |
| MP Electrical Department |
Disputed |
44.98 |
Various Years |
High Court |
Stay Being Apply |
viii. The Company has made default in repayment of loans or borrowings
to financial institutions and banks during the year and all CC limits has been withheld by
Banks and accounts have been declared as NPAs.
ix. The Company did not raise moneys by way of initial public offer or
further public offer (including debt instruments). In our opinion the term loans were
applied for the purposes for which the loans were obtained.
x. As per information and explanation given to us by the management we
report that we have neither come across any instances of fraud by the company or on the
Company by its officers or employees noticed or reported during the year nor have we been
informed of any such case by the management.
xi. Managerial remuneration has been paid and provided by the Company
in accordance with the requisite approvals mandated by the provisions of Section 197 of
the Act read with Schedule V to the Act.
xii. In our opinion the Company is not a Nidhi Company. Accordingly
provisions of clause 3(xii) of the Order are not applicable.
xiii. In our opinion all transactions with the related parties are in
compliance with Sections 177 and 188 of Act where applicable and the requisite details
have been disclosed in the financial statements etc. as required by the applicable Ind AS.
xiv. During the year the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures.
Accordingly provisions of clause 3(xiv) of the Order are not applicable.
xv. The Company is not required to be registered under Section 45-IA of
the Reserve Bank of India Act 1934.
ANNEXURE C TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE
MEMBERS OF SANWARIA CONSUMER LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH 2023
ANNEXURE C
Independent Auditors report on the Internal Financial Controls under
Clause (i) of subsection 3 of Section 143 of the Companies Act 2013 (the "Act")
1. In conjunction with our audit of the standalone financial statements
of Sanwaria Consumer Limited (the "Company") as at and for the year ended 31
March 2023 we have audited the internal financial controls over financial reporting of the
Company as of that date.
Managements Responsibility for Internal Financial Controls
2. The Companys Board of Directors 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 the Companys 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
3. 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 Standards on Auditing issued by the ICAI and deemed to be
prescribed under Section 143(10) of the Act to the extent applicable to an audit of
internal financial controls over financial reporting and the Guidance Note issued by the
ICAI. 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 were established and
maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls over financial reporting and their
operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial
reporting assessing the risk that a material weakness exists and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditors judgment including the assessment of the risks
of material misstatement of the financial statements whether due to fraud or error.
5. 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 over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A Companys internal financial controls over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A Companys internal financial controls
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 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 financial statements.
Inherent Limitations of Internal Financial Controls over Financial
Reporting.
7. 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 internal financial
controls 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
8. In our opinion the Company has in all material respects adequate
internal financial controls over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31 March 2023 based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note issued by the
ICAI.
+91-9892691696
