sarda proteins ltd share price Auditors report


To the Members of

SARDA PROTEINS LTD

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Sarda Proteins Ltd (‘the Company) which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit &Loss and Cash Flow Statement for the year then ended, and a Notes to the Financial Statements, including summary of significant accounting policies and other explanatory information (hereinafter referred to as "the 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 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and loss, and its cash flows for the year ended on that date.

Basis of Our Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013. 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of Companies Act, 2013and the Rules there under and we have fulfilled our other ethical responsibilities in accordance with 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

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. No 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.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report but does not include the financial statements and our auditors report thereon.

The other information is expected to be made available to us after the date of this Auditors 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 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.

When we read the Companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, 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 and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 entity or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is 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 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 SA, 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place with reference to financial statements 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 the 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.

Report on Other Legal and Regulatory Requirements

(i) 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.

(ii) As required by section 143(3) of the Act, we report that:

1. 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;

2. 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;

3. The Balance Sheet, the Statement of Profit and Loss including Statement of Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

4. In our opinion, the financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; and

5. On the basis of written representations received from the directors as on 31 March 2023, 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.

6. 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.

7. 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, we report that:

In our opinion and according to the records of the Company examined by us and the information and explanation given to us, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

8. With respect to 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 explanations given to us:

(i). The Company does not have any pending litigation which would impact its financial position

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

(iii). There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

(iv). (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) 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 any 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 that to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been received by the company from any persons or any 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 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 the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

(v). (a) The company did not declare or paid dividend during the year hence question of compliance with section 123 of the Companies Act, 2013 does not arise.

KHETAWAT AGARWAL & CO.

Chartered Accountants

FRN: 003960C

Sd/-

(M.L.AGARWAL)

Partner

M. No.: 072854

Place : Jaipur

UDIN: 23072854BGVZWN1106

Date : 30.05.2023

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph (ii) (6) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the Members of Sarda Proteins Ltd)

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 Sarda Proteins Ltd ("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 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") 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 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 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 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

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 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.

KHETAWAT AGARWAL & CO.

Chartered Accountants

FRN: 003960C

Sd/-

(M.L.AGARWAL)

Partner

M. No.: 072854

Place : Jaipur

UDIN: 23072854BGVZWN1106

Date : 30.05.2023

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

The Annexure referred to in paragraph (i) under the heading "Report on Other Legal and Regulatory Requirements" of the Our Report of to the members of Sarda Proteins Ltd, on the accounts of the company for the year ended 31st March, 2023.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) (A) The company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment. (B) The company has maintained proper records showing full particulars of its Intangible Assets.

(b) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the company, the Property, Plant and Equipment have been physically verified by the management at reasonable regular intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the company, the company does not have any Immovable Properties, and hence reporting under clause 3(i)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has not re-valued any of its Property, Plant and Equipment or Intangible assets, therefore requirements of paragraph 3(i)(d) of the order is not applicable to the company, hence not commented upon.

(e) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the company, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made there under, therefore requirements of paragraph 3(i)(e) of the order is not applicable to the company, hence not commented upon.

2. (i) In our opinion and according to the information and explanation given to us the inventory has been physically verified by the management at reasonable intervals and procedures and coverage as followed by management were accurate. No discrepancies were noticed on verification between the physical stocks and the book records. However, there is no Inventory at the end of the year.

(ii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the books of account, the company has not been sanctioned any working capital limit in excess of five crore rupees during the year, in aggregate, from banks or financial institutions on the basis of security of current assets, therefore requirements of paragraph 3(i)(d) of the order is not applicable to the company, hence not commented upon.

3. 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 investments in, or provided guarantee or security. The Company has granted loans or advances, secured or unsecured, to companies, firms or Limited Liability Partnerships or any other parties during the year.

(a) The Company has provided loans or advances in the nature of loans and business advance.

(b) In our opinion, the loans and advances made and the terms and conditions of the grant of loans are prima facie, not prejudicial to the Companys interest.

(c) In respect of loans granted by the Company, no schedule of repayment of principal and payment of interest has been stipulated, hence question of regularity of repayment or receipts does not arise.

(d) In respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.

(e) No loan granted by the Company has fallen due during the year and has been renewed or extended or fresh loans granted to settle the over dues of existing loans given to the same parties.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

5. In our opinion and according to the information and explanations given to us, directives issued by Reserve Bank of India and the provision of section 73 to 76 or any other relevant provisions of Companies Act and the relevant rules framed there under are not applicable, as company has not accepted any deposits or amounts deemed to be deposits.

6. In our opinion and according to the information and explanations given to us, maintenance of cost records has been prescribed by the Central Government under sub-section (1) of section 148 of the Act are not applicable to the company, therefore the provisions of Paragraph 3(vi) of the Order are not applicable to the Company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Goods and Services Tax (GST), Custom Duty, Cess and other material statutory dues have generally been regularly deposited during the year with the appropriate authorities.

According to the information and explanations given to us there were no outstanding undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Goods and Services Tax and other material statutory dues as on 31st of March, 2023 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Provident Fund, Employees State Insurance, Income Tax, Goods and Services Tax (GST) ,Custom Duty, Cess and other statutory dues which have not been deposited on account of any disputes.

8. Based on our audit procedures and on the information and explanations given by the management and on the basis of our examination of the records of the company, we are of the opinion that the company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of accounts, in the tax assessments under the Income Tax Act, 1961 as income during the year.

9. (a) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of loans or other borrowings or interest thereon to any lender, therefore the provisions of Paragraph 3(ix)(a) of the Order are not applicable to the Company, hence not commented upon.

(b) In our opinion and according to the information and explanation given to us, the company has not been declared as willful defaulter by any bank, financial institution or government or any lender.

(c) In our opinion and according to the information and explanation given to us, no term loans raised and accordingly no need of any disclosure.

(d) In our opinion and according to the information and explanation given to us and on an overall examination of the balance sheet, no short term funds raised have been utilized for long term purpose by the company.

(e) According to the information and explanations given to us and according to the books and records as produced and examined by 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 the information and explanations given to us and according to the books and records as produced and examined by us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

10. In our opinion and according to the information and explanation given to us, no moneys raised by way of initial public offer/further public offer/ debt instruments during the year, hence, reporting under paragraph (x) of the Order is not applicable to the company and hence not commented upon.

11. Based on the audit procedures performed for the purpose of reporting the true and fair view of financial statements and according to the information and explanations given by the management, considering the principles of materiality outlined in Standards of Auditing, to the best of our knowledge we report that no material fraud on the Company or by the Company has been noticed or reported during the course of our audit, nor have we been informed of such case by the management.

Further we have not received whistle blower complaints from the company and no report under section 143(12) of the Companies Act has been filed with the Central Government.

12. In our opinion and based on the information and explanations given to us, the company is not a Nidhi company, as prescribed under section 406 of the Act. Therefore, the provisions of the clause 3(xii) of the order are not applicable to the company and hence, not commented upon.

13. Based on our audit procedures and on the information and explanations given by the management, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. (i) Based upon the audit procedures performed and the information and explanations given by the management, the company has an internal audit system commensurate with the size and nature of its business.

(ii) The reports of the Internal Auditors for the period under audit were considered during the preparation of Statutory Audit Report.

15. Based on our audit procedures and on the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected to its directors as referred to in section 192 of the Companies Act, 2013. Accordingly the provisions under paragraph 3(xv) of the order are not applicable to the company, and not commented upon.

16. Based on our audit procedures and on the information and explanations given by the management the company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India, 1934, Accordingly, the provisions under paragraph 3(xvi) of the order are not applicable to the company, and not commented upon.

17. Based on the books of accounts and financials of the company, the company has not incurred cash losses in the current and immediately preceding financial year.

18. Based upon the audit procedures performed and the information and explanations given by the management, there has not been any resignation of the statutory auditors during the year.

19. In our opinion and according to the information and explanations given to us and on the basis of financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities of the company, our knowledge of the 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 on the date of audit report that the company is not capable of meeting its liabilities existing at the date of balance sheet and 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 upto the date of 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. In our opinion and according to the information and explanations given to us, section 135 of the Companies Act, 2013 is not applicable to the Company, and hence reporting requirements under paragraph 3(xx) of the order are not applicable to the company, and not commented upon.

21. In our opinion, provisions of Para 3(xxi) of the order are not applicable on the company.

KHETAWAT AGARWAL & CO.

Chartered Accountants

FRN: 003960C

Sd/-

(M.L.AGARWAL)

Partner

M. No.: 072854

Place : Jaipur

UDIN: 23072854BGVZWN1106

Date : 30.05.2023