The Members Satiate Agri Limited
(Formerly Known as Shaba Chemicals Limited)
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying Financial Statements of Satiate Agri Limited (Formerly
Known as Shaba Chemicals Limited) ("the Company"), which comprise the Balance
Sheet as at 31 March 2023, and the Statement ofProfit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for
the year ended on that date, and a summary of the significant accounting policies and
other explanatory information (herein after referred to as "Ind AS financial
statements"). In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Financial Statements give the information required
by the Companies Act, 2013 ("the Act") in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, ("Ind AS") and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2023, the profit and 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 Section 143(10) of the Act. Our responsibilities under those SAs 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 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
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the Financial Statements of the current year. These matters,
were addressed in the context of our audit of the Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Other Information
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.
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.
Managements Responsibility for the Financial Statements
The Companys management and Board of Directors are responsible for the matters stated
in Section 134(5) of the Act with respect to the preparation of these Financial Statements
that give a true and fair view of the state of affairs, profit and other comprehensive
income, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards (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
and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management and Board of Directors are
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. The Board of Directors are
responsible for overseeing the Companys financial reporting process. The 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 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 Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to 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 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 Ind AS 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.
Report on Other Legal and Regulatory Requirements
1. 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 the
"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
(A) 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), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this
Report are in agreement with the books of account;
d) In our opinion, the aforesaid 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 31
March 2023. 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.
f) With respect to the adequacy of the internal financial controls with reference to
financial statements of the Company and the operating effectiveness of such controls,
refer to our separate Report in "Annexure B"; and
(B) 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 explanations given to us:
i. The Company has no contingent liabilities as on 31 March 2023 on its financial
position in its Financial Statements- Refer Note 22 to the financial statements;
ii. The Company has made provision, as and when required under the applicable law or
Indian Accounting Standards (Ind AS), for material foreseeable losses, if any, on long-
term contracts including derivative contracts
iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company; and
(C) With respect to the matter to be included in the Auditors Report under Section
197(16) of the Act, in our opinion and according to the information and explanations given
to us, the remuneration paid by the Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down under Section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which
are required to be commented upon by us.
For and on behalf of,
Sd/-
Sanket Shah Chartered Accountants M. No. 150873
UDIN: 23150873BGSDNG4995
Date: 26.05.2023
Place: Ahmedabad
ANNEXURE - A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 3 under ‘Report on Other Legal and Regulatory
Requirements section of our Report of even date)
(i) (a) According to information and explanation given to us, the Company does not have
any Property, Plant and Equipment and hence requirement of this clause is not applicable.
(b) According to information and explanation given to us, the Company does not have any
intangible assets and therefore, requirement of this clause is not applicable.
(c) According to information and explanation given to us, the Company does not have any
Property, Plant and Equipment and hence the requirement as to physical verification by the
management in a phased manner are not applicable.
(d) There are no immovable properties held by the Company, hence this clause is not
applicable.
(e) The Company has not revalued its Property, Plant and Equipment (including Right of
Use assets) or intangible assets or both during the year, the clause for revaluation of
Property, Plant and Equipment (including Right of Use assets) or intangible assets or both
is not applicable.
(f) No proceedings have been initiated or are pending against the Company for holding
any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and
rules made there under.
(ii) (a) Since Company is in the business of trading of agriculture products, the
clause for physical verification of inventory is carried by management at reasonable
interval.
(b) During any point of time of the year, the Company has not been sanctioned any
working capital limits from banks or financial institutions on the basis of security of
current assets.
(iii) (a) According to information and explanation given to us, the Company has not
made Loan & Advance in accordance with provision of section 189 of the Companies Act,
2013.
(iv) (a) In our opinion and according to information and explanations given to us the
Company has not made investments, provided guarantees, and given security the terms and
conditions of the grant of all loans and advances in the nature of loans and guarantees
provided are not prejudicial to the companys interest; this clause is not applicable to
the company.
(b) According to According to information and explanation given to us, the Company has
made Loan & Advance in compliance with provision of section 189 of the Companies Act,
2013.
(c) According to information and explanation given to us, the Company has not given any
loan to the party, the clause for total amount overdue for more than ninety days, and
whether reasonable steps have been taken by the Company for recovery of the principal and
interest; [Paragraph 3(iii) (d)] is not applicable.
(d) According to information and explanation given to us the Company has not given any
loan to the party, hence the clause for any loan or advance in the nature of loan granted
which has fallen due during the year, has been renewed or extended or fresh loans granted
to settle the overdue of existing loans given to the same parties, is not applicable to
the company.
(e) According to information and explanation given to us the Company has not granted
any loans or advances to Promoters, related parties as defined in clause (76) of section2
of the Companies Act, 2013, the requirement of this clause is not applicable to the
company.
(v) In our opinion and according to information and explanations given to us, the
Company has not given any loan to directors the requirement to complied with the
provisions of section 185 and 186 of the Companies Act, 2013, is not applicable to the
company.
(vi) According to information and explanation given to us, the Company has not accepted
any deposits as defined in the Companies (Acceptance of Deposits) Rules, 2014.Accordingly,
the provision of Clause 3(v) of the order is not applicable to the Company.
(vii) The provisions of Section 148 (1) is not applicable to the Company for the FY
2022-23, the requirement of maintaining cost records in pursuant to Companies (Cost
records and Audit) Rules, 2014 is not applicable to the company.
(viii) According to the information and explanations given to us, in respect of
statutory dues:
a. There were no undisputed amounts payable as at March 31, 2023 for a period of more
than six months from the date they became payable.
b. The Company has no disputed outstanding statutory dues as at 31st March, 2023.
(ix) According to the information and explanations given to us, there is no
transactions found which is not recorded in the books of account, accordingly provision of
tax assessments under the Income Tax Act, 1961 (43 of 1961), is not applicable to company;
(x) (a) In our opinion and according to information and explanations given to us, the
Company has not applied for loan hence the clause for reporting of defaulted in the
repayment of loans and borrowings to financial institutions and bank is not applicable to
the company.
(b) In our opinion and according to information and explanations given to us the
Company is not a declared willful defaulter by any bank or financial institution or other
lender;
(c) In our opinion and according to information and explanations given to us the
Company has not applied for term loans;
(d) In our opinion and according to information and explanations given to us the
Company has not utilized fund raised on short term basis have been utilized for long term
purposes.
(e) In our opinion and according to information and explanations 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) In our opinion and 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) In our opinion and according to information and explanations given to us, the
Company has not raised moneys by way of initial public offer or further public offer
(including debt instruments) during the year.
(b) During the year, the Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures and therefore, the reporting
under clause 3 (xiv) of the Order is not applicable to the company.
(xi) (a) To the best of our knowledge and according to the information and explanations
given to us, no fraud by the Company and no material fraud on the Company by its officers
or employees has been noticed or reported during the course of our audit.
(b) To the best of our knowledge and according to the information and explanations
given to us, any report under sub-section (12) of section 143 of the Companies Act has not
been filed by the auditors in Form ADT-4, the clause for rule 13 of Companies (Audit and
Auditors) Rules, 2014 with the Central Government hence this clause is not applicable to
the company.
(c) To the best of our knowledge and according to the information and explanations
given to us, there are no whistle-blower complaints received during the year by the
Company and accordingly, no reporting is required under this clause.
(xii) In our opinion and according to the information and explanations given to us, the
Company is not a nidhi company. Accordingly reporting under clause 3(xii) of the Order is
not applicable.
(xiii) In our opinion and according to the information and explanations given to us,
the Company is in compliance with sections 177 and 188 of the Companies Act, 2013 where
applicable for all transactions with related parties and details of such transactions have
been disclosed in the financial statements as requiredby the applicable Indian Accounting
Standards (Ind AS).
(xiv) (a) In our opinion and according to the information and explanations given to us
the Company has an internal audit system commensurate with the size and nature of its
business.
(b) We have considered the reports of the Internal Auditors for the period under audit
and there are no adverse comments made by the Internal Auditors.
(xv) In our opinion and according to the information and explanations given to us,
during the year the Company has not entered into non-cash transactions with directors or
persons connected with him and 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. Therefore, the reporting under clause (xvi) of the Order
is not applicable to the company.
(b) The Company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India; hence this clause is not applicable to the company.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India; hence this clause is not applicable to the company.
(d) In our opinion and according to the information and explanations given to us the
Company is not a Core Investment Company (CIC) and not a part of the group having more
than once Core Investment Companies (CIC). Hence this clause is not applicable to the
company.
(xvii) In our opinion and according to the information and explanations given to us
Company has not incurred cash losses in the financial year and in the immediately
preceding financial year.
(xviii) During the year M/s. S.N. Kabra & Company Chartered Accountants. (M. No.:
072497), Chartered Accountants resigned from the position of Statutory Auditors of the
Company w.e.f. January 20, 2023 and M/s. Sanket Shah, Chartered Accountants (M. No.:
150873, FRN. 006103c), appointed to act as Statutory Auditors of the Company for FY
2022-23 to hold office from January 20, 2023 till the conclusion of the 36th Annual
General Meeting.
M/s. Sanket Shah, Chartered Accountants (M. No.: 150873, FRN. 006103C), be and are
hereby appointed as the Statutory Auditors of the Company, for the term of 5 years from
the conclusion of this 36th Annual General Meeting until the conclusion of the 41st Annual
General Meeting to be held in the year 2028 on the basis of size and requirements of the
Company and recommended the same unanimously for approval of the members of the Company.
(xix) In our opinion and according to the information and explanations given to us the
Company is 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, the
provisions as to Corporate Social Responsibility is not applicable to the Company, hence
comment under the clause for scndproviso to sub-section (5) of section 135 is not
applicable to the company.
(xxi) In our opinion and according to the information and explanations given to us,
there have not been any qualifications or adverse remarks by the respective auditors in
the Companies (Auditors Report) Order (CARO) reports of the companies.
For and on behalf of,
Sd/-
Sanket Shah Chartered Accountants M. No. 150873
UDIN: 23150873BGSDNG4995
Date: 26.05.2023
Place: Ahmedabad
Annexure - B to the Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the CompaniesAct, 2013 ("the Act") We have audited the internal financial
controls over financial reporting of Shaba Chemicals Limited ("the Company") as
of 31 March 2023 in conjunction with our audit of the Financial Statements of the Company
for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
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 and, 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 Ind AS 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 Pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
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 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, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31 March 2023, based on the
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.
For and on behalf of,
Sd/-
Sanket Shah Chartered Accountants M. No. 150873
UDIN: 23150873BGSDNG4995
Date: 26.05.2023
Place: Ahmedabad
+91-9892691696
