TO THE MEMBER OF SHREE KARNI FABCOM LIMITED
(Formerly known as Shree Karni Fabcom LLP)
REPORT ON THE AUDIT OF FINANCIAL STATEMENTS Opinion
We have audited the accompanying financial statements of SHREE KARNI FABCOM LIMITED ("the Company") which comprises the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financialstatements,including significantaccounting policies and other explanatory information. summaryof In our opinion and to the best of our information and according to the explanations giventous,theaforesaidfinancialstatements give the information required by the Companies Act, 2013 (The Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and Profit, 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 Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s 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 on the financial statements.
RESPONSIBILITY OF MANAGEMENT FOR THE FINANCIAL STATEMENTS
The Company’s 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 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 statement 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 is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the company’s financialreporting process.
AUDITOR’S RESPONSIBILITY 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 auditor’s 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 SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. 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 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.
2. 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 controls.
3. E valuate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
4. Con clude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists relatedtoeventsorconditionsthatmaycastsignificantdoubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
5. E valuate the overall presentation, structure and content of the financial statements, the financial statements represent the underlying transactions and events
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 ol that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A’ a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.
2. As r equired 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 31stMarch 2024 taken on record by the Board of Directors, none of the directors is disqualified as terms of Section 164 (2) of the Act; f. With respect to the adequacy of the internal financial controls with reference to financial and the operating effectiveness of such controls, refer to our separate report in Annexure B’. g. As the company is a Public company, Subject to the provision of section 197 read with schedule V of the Companies Act, 2013 ,a Company having profits in a financial year may pay remuneration to a managerial person or other director or directors] not exceeding the limits specified in this section. h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended Rsin 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.
IV. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entity(ies), 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 onbehalfoftheCompany("UltimateBeneficiaries")or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("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; c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (IV) (a) and (IV) (b) contain any material mis-statement.
V. Pr oviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April
1, 2023, and based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which doesn’t have a feature of recording audit trail (edit log) facility. However, in our opinion, proper books of accounts stating true & fair states of affairs of the Company, as required under Sec 128(1) of the Companies Act, 2013 has been maintained by the company for the financial year 2023-24.
VI. Ther e was no dividend declared or paid during the year by the company.
For BAID AGARWAL SINGHI & CO. | |
Chartered Accountants | |
Firm Registration No. 328671E | |
CA DHRUV NARAYAN AGARWAL |
|
(Partner) | |
Place: Kolkata | Membership No: 306940 |
Dated: 29th May 2024 | UDIN: 24306940BKCOAG8394 |
ANNEXURE-A TO THE INDEPENDENT AUDITOR’S REPORT
The Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our
Independent Auditors’ Report of even date in respect to statutory audit of SHREE KARNI FABCOM LIMITED for the year ended 31 March 2024, we report that: i. (a) 1. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment;
2. The Company has maintained proper records showing full particulars of Intangible Assets.
(b) According to the information and explanations given to us, the company has a regular programme of physical which Property, Plant & Equipment have been physically verified by the verification management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the programme, a portion of the fixed asset has been physically verified by the management during the year and no materials discrepancies were noticedonsuchverification (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company the title Deed of all the Immovable properties disclosed in the Financial Statements are held in the name of the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not revalued any of its property, plant and equipment or intangible assets during the year. Accordingly, the reporting under Clause 3(i)(d) of the Order is not applicable to the Company.
(e) Based on the information and explanations furnished to us, no proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its financial statements does not arise. ii. a. According to the information and explanations given to us and the records examined by us, the inventory has been physically verified at reasonable intervals by the management during the year. In our opinion the coverage and is appropriate.Thediscrepanciesnoticed verificationof procedures such physical inventory as compared to book records were not 10% or more in aggregate for each class of inventory. b. According to the information and explanations given to us and on the basis of our examination of the records of the company, the Company has been sanctioned working capital limits in excess of Rs 5 crores, in aggregate, from banks on the basis of security of Current assets and the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the company during the year. iii. (a) 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 made Investments in 2 (two) Limited Liability Partnerships. Company has also provided
Corporate guarantee given during the year to ICICI Bank on behalf of its subsidary i.e. IGK Technical Textiles LLP and Security of the Property of the company to ICICI Bank on behalf of loan taken for its subsidiary i.e. IGK Technical Textiles LLP. The company has not granted any loans or advances in the nature of loan to Companies, firms, Liability Partnerships or any other parties during the year.
(b) According to the information and explanations provided by the Company, the company has not granted any loans or advances in the nature of loans during the year and hence the requirement related to reporting on the terms and conditions of such loans, their repayment schedules, and their impact on the company’s financial position are not applicable. iv. 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 investments made and guarantees or securities granted by the Company. There are no loans or advances in nature of loan granted in respect of which provisions of section 185 of the Companies Act, 2013 are applicable and hence not commented upon. v. The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under (to the extent applicable) and the directives issued by the Reserve Bank of India. vi. W e 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 section 148(1) of the Act in respect of the company’s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and on the basis of our examination of the book of accounts, and records, the company has been generally regular in depositing undisputed statutory dues including Goods & Service Tax, Provident Fund, Employees State insurance, Income tax, Sales tax, Duty of customs, Duty of Excise, Value added Tax, cess and any other material statutory dues with the appropriate authorities.
According to the information and explanations given to us, there are no undisputed amounts payable in respect of the above were in arrears as at 31st March 2024 for a period of more than six months from the date they become payable.
(b) According to the information and explanations given to us, there are no statutory dues as referred to in sub-clause (a) as at March 31, 2024 which have not been deposited on account of a dispute.
viii. As per the information, explanations and records provided, there were no transactions relating to previously income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year. ix. a. As per the information and records provided, in our opinion, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year. b. As per the information and explanations provided to us, during the year the Company has not been declared willful defaulter by any bank or financial institution or government or c. T o the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied Company during the year for the purposes for which the loans were obtained. d. On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used, during the year for long-term purposes by the Company. e. According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that 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 procedures performed by us, we report that 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. The company has raised monies by way of initial public offer amounting to Rs 4,249.44 lakhs during the year and the object and utilization is as follows:
Original Object |
Modified Object , If any | Original Allocation (Rs In lakhs) | Fund Utilized (Rs In lakhs) | Amount of Deviation/Variation For the quarter According to applicable object |
Funding the capital expenditure setting up a dyeing unit in Navsari District, Surat, Gujarat |
3070.48 | 176.51 | Remaining balance of Rs 2893.97/- lakhs will be utilized in Future years. | |
Funding the purchase of new machinery proposed to be installed at our new unit proposed to be set up for manufacturing bags in Palsana, Surat, Gujarat, with an intent to expand our product portfolio |
186.82 | 72.08 | Remaining balance of Rs 114.74/- lakhs will be utilized in Future years. | |
Funding working capital requirements of our Company |
500 | 500 | ||
General Corporate Purposes | 492.14 | 492.14 | ||
TOTAL |
4,249.44 | 1,240.73 |
b. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has made preferential allotment shares during the year, and the requirements of section 42 and section
62 of the Act and rules framed thereunder have been complied with. xi. a. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. b. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under Clause 3(xi) (b) of the Order is not applicable to the Company. c. As represented to us by the Management, there were no whistle blower complaints received by the Company during the year and up to the date of this report. xii. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Hence reporting under clause 3(xii) of the Order is not applicable to the Company.
xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with the provisions of Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards. xiv. (a) In our opinion and based on our examination, the Company is having an internal audit system commensurate with the size and nature of its business in terms of the provision of section 138 of Companies Act, 2013.
(b) We have considered the internal audit reports of the company issued till date. xv. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions during the year with its 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. Accordingly, the reporting under Clause 3(xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted non-banking financial/housingfinanceactivities during the year. Accordingly, the reporting under Clause 3(xvi)(b) of the Order 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. Accordingly, the reporting under Clause 3(xvi)(c) of the Order is not applicable to the Company. (d) Based on the information and explanations provided by the management of the Company, the Group does not have any CICs. Accordingly, the reporting under Clause 3(xvi)(d) of the Order is not applicable to the Company. xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year. xviii. Ther e has been resignation of the statutory auditors during the year and there has been no issues, objections or concerns raised by the outgoing auditors. xix. Accor ding to the information and explanations given to us and on the basis of the financial ratios (also refer Note 39 to the financial statements), ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. Based on information and explanations provided to us and our audit procedures, the company does not have any obligation under 135 of the Act and hence, the requirements of Clause 3(xx) of the Order are not applicable to the company. xxi. The reporting under Clause 3 (xxi) of the Order is not applicable in respect of audit of financial statements. Accordingly, no comment in respect of the said clause has been included in this report
For BAID AGARWAL SINGHI & CO. | |
Chartered Accountants | |
Firm Registration No. 328671E | |
CA DHRUV NARAYAN AGARWAL |
|
(Partner) | |
Place: Kolkata | Membership No: 306940 |
Dated: 29th May 2024 | UDIN: 24306940BKCOAG8394 |
ANNEXURE - B TO THE INDEPENDENT AUDITOR’S REPORT
The Annexure referred to in paragraph 2(f) under the heading "Report on Other Legal and Regulatory Requirements" of our Independent Auditors’ Report of even date in respect to the internal financial control under clause (i) of sub-section 3 of section 143 of the Act of SHREE KARNI FABCOM LIMITED for the year ended 31st March 2024, we report that:
We have audited the internal financial controls over financial reporting of SHREE KARNI FABCOM LIMITED ("the Company") as of 31st March 2024 in conjunction with our audit of the financial statements of the Company for the
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Company’s 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 company’s 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.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statement 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 audit of Internal Financial Controls and, both issued by 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 with reference to financial statement 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 with reference to financial statement system and their operating effectiveness. Our audit of internal financial controls with reference to financial statement included obtaining an understanding of internal financial controls with 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 auditor’s 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 Company’s internal financial controls system with reference to financial statement.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A company’s internal financial control with reference to financial statement 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 company’s internal financial control with reference to financial statement 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 company’s 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 with reference to financial statement, 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 with reference to financial statement to future periods are subject to the risk that the internal financial control with reference to financial statement 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 with reference to financial statement and such internal financialcontrols with reference to financialstatement were operating effectively as at 31st March 2024, 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 ICAI.
For BAID AGARWAL SINGHI & CO. | |
Chartered Accountants | |
Firm Registration No. 328671E | |
CA DHRUV NARAYAN AGARWAL |
|
(Partner) | |
Place: Kolkata | Membership No: 306940 |
Dated: 29th May 2024 | UDIN: 24306940BKCOAG8394 |
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