<dhhead>INDEPENDENT
AUDITORS REPORT ON AUDIT OF THE STANDALONE FINANCIAL</dhhead>
SHIVOM
INVESTMENT & CONSULTANCY LIMITED
Report
on the audit of the Standalone Financial Results Opinion:
We
have audited the accompanying standalone financial statements of SHIVOM INVESTMENT &
CONSULTANCY LIMITED ("the Company"), which comprise the balance sheet as at 31st
March 2025, and the statement of Profit and Loss and statement of cash flows for the year
then ended, and notes to the financial statements, including 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 financial
statements give the information required by the Act 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 31st March 2025, its profit/loss and
its cash flows for the year ended on that date.
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 the Companies Act, 2013 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. Managements Responsibilities for the Standalone
Financial Results
Information
other than the financial statements and auditors report thereon:
The
Management and those charged with governance are responsible for the other information.
The other information comprises the information included in the Directors Report
including Annexures to the Directors Report, 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.
The
Management and those charged with governance is responsible for the matters stated in
section 134(5) of the Companies Act, 2013 ("the Act") with respect to the
preparation 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. 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 standalone financial statements, Management and those charged with
governance 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.
Management and those charged with governance is also responsible for overseeing the
Companys financial reporting process.
Auditors
Responsibilities for the Audit of the Standalone Financial Results:
Our
objectives is 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
Report
on Other Legal and Regulatory Requirements:
1.
As required by the Companies (Auditors Report) Order, 2020 ("the Order"),
issued by the Central
Government
of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
give
in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4
of the Order,
to
the extent applicable.
2.
As required by Section 143 (3) of the Act, we report that:
a)
We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
b)
In our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books.
c)
The Balance Sheet, the Statement of Profit and Loss 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 Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
e)
On the basis of the written representations received from the directors as on 31st March,
2025 taken on record by the Board of Directors, none of the directors is disqualified as
on 31st March, 2025 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".
g)
With respect to the other matters to be included in the Auditors report in accordance
with the requirements of Sec 197(16) of the Act as amended, we report that Section 197 is
not applicable to a private company. Hence reporting as per Section 197(16) is not
required.
h)
With respect to the other matters to be included in the Auditors Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the explanations given to us:
i.
The Company does not have any pending litigations which would impact its financial
position.
ii.
The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
iii.
There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company.
iv.
The management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the 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 person or entity, 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;
v.
The Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;
vi.
No dividend has been declared or paid during the year by the Company.
vii.
The Company has used such accounting software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility and the same has been operated
throughout the year for all transactions recorded in the software and the audit trail
feature has not been tampered with and the audit trail has been preserved by the company
as per the statutory requirements for record retention.
We
report that:
i.
The Company has not made investment, provided guarantee or security or granted any loans
to companies, firms, Limited Liability Partnerships or other parties during the year.
ii.
In respect of loans, investments, guarantees and security, the provisions of section 185
and 186 of the companies Act, 2013 have been complied with.
iii.
The Company has not accepted any deposits within the meaning of section 73 to 76 or any
other relevant provisions of the Companies Act, 2013.
iv.
As per the provisions of section 148(1) of the Companies Act, 2013, the Central Government
has prescribed the maintenance of cost records for certain products/services of the
Company. Provision of the same section is not applicable to company.
v.
To the best of our knowledge and according to the information and explanations given to
us, the Company has been regular in depositing the undisputed statutory dues consisting of
Goods and service tax, Provident fund, Employees state insurance, income tax, sales tax,
service tax, customs duty, excise duty, value added tax, cess and other statutory dues
with the appropriate authorities. There are no dues in respect of Goods and Service tax,
income tax, sales tax, service tax, customs duty, excise duty or value added tax which
have not been deposited on account of any dispute.
vi.
According to the information and explanations given by the management, no transactions not
recorded in the books of account have been surrendered or disclosed as income during the
year in the tax assessments under the Income Tax Act, 1961.
vii.
a.
The Company has not defaulted in repayment of loans or borrowings or in interest to any
lender.
b.
The Company has not been declared willful defaulter by any bank or financial institution
or other lender.
c.
In our opinion, term loans were applied for the purpose for which they were obtained.
d.
In our opinion, funds raised on short term basis have not been utilised for long term
purposes.
e.
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.
viii.
In our opinion, the Company has not raised any money by way of initial public offer or
further public offer (including debt instruments) during the year. The Company has made
preferential allotment of shares during the year and, based on our examination, the money
so raised has been applied for the purposes for which the funds were obtained.
ix.
To the best of our knowledge and according to the information and explanations given to
us.
x.
a.
No fraud by the Company or any 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 by the
auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government;
c.
No whistle-blower complaints had been received by the Company during the year.
xi.
The Company is not a Nidhi Company as defined in section 406 of the Companies Act, 2013.
xii.
In our opinion, all transactions with the related parties are in compliance with sections
177 and 188 of the Companies Act, 2013 and the details have been disclosed in the
Financial Statements etc. as required by the applicable accounting standards.
xiii.
a.
According to the information and explanations given by the management, the Company has an
internal audit system commensurate with the size and nature of its business;
b.
the reports of the Internal Auditors for the period under audit were considered by us
xiv.
In case of non-cash transactions with directors or persons connected with him, if any, the
provisions of section 192 of the Companies Act, 2013 have been complied with.
xv.
a.
The Company is not required to be registered under section 45-IA of the Reserve Bank of
India Act, 1934.
b.
The Company has not conducted Non-Banking Financial or Housing Finance activities with a
valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve
Bank of India Act, 1934.
c.
The Company is not a Core Investment Company (CIC) as defined in the regulations made by
the Reserve Bank of India.
d.
The Group does not have not more than one CIC as part of the Group.
xvi.
The company has not incurred any cash losses during the financial year and in the
immediately preceding financial year.
xvii.
There has been no resignation of the statutory auditors during the year.
xviii.
On the information obtained from the management and audit procedures performed and on the
basis of the financial ratios, ageing and expected dates of realisation of financial
assets and payment of financial liabilities, other information accompanying the financial
statements, the auditors knowledge of the Board of Directors and management plans, we are
of the opinion that no material uncertainty exists as on the date of the audit report that
the Company is capable of meeting its liabilities existing at the balance sheet date as
and when they fall due within a period of one year from the balance sheet date.
xix.
The Provisions of section 135 are not applicable to the Company.
xx.
There has been no material qualification or adverse remarks by the respective auditors in
the companies (Auditors Report) order (CARO) reports of the companies included in the
consolidated financial statements.
We
have audited the internal financial controls over financial reporting of The Shivom
Investment & Consultancy Limited ("the Company") as of March 31, 2025, in
conjunction with our audit of the standalone financial statements of the Company for the
year then ended.
Managements
those charged with governances Responsibility for Internal Financial Controls
The
management of the Company 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").
Pursuant
to the commencement of the Corporate Insolvency Resolution Process ("CIRP")
under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code"),
the powers of the Board of Directors have been suspended and are being exercised by the
Interim Resolution Professional (IRP)/Resolution Professional (RP) appointed by the
Honble National Company Law Tribunal ("NCLT"). Accordingly, the responsibility
for the design, implementation, and maintenance of adequate internal financial controls
relevant to the preparation and fair presentation of the financial statements of the
Company rests with the IRP/RP during the CIRP period.
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 ICAI and the Standards on Auditing prescribed
under Section 143(10) of the Act, 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 were established and
maintained and whether such controls operated effectively in all material respects.
Meaning
of Internal Financial Controls over Financial Reporting
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 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 those charged with governance; 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. Further,
projections of any evaluation of the internal financial controls over financial reporting
to future periods are subject to the risk that such controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
During
the course of the Corporate Insolvency Resolution Process (CIRP), the books of account,
records, and documents were under the custody and control of the Interim/Resolution
Professional. Due to non-availability of complete information and documentation for the
entire period under audit, we were unable to obtain sufficient appropriate audit evidence
to enable us to comment on the adequacy and operating effectiveness of the Companys
internal financial controls over financial reporting as at the balance sheet date.
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