To the Members of SJ Corporation Limited
Opinion
1. We have audited the standalone financial statements of SJ CORPORATION LIMITED ("the
Company"), which comprise the balance sheet as at 31st March, 2023, the statement of
Profit and Loss, statement of changes in equity 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, including Indian Accounting Standards (Ind AS)
specified in Section 133 of the Act, of the state of affairs of the Company as at March
31, 2023, its Profit, cash flows and the changes in equity for the year ended on that
date.
Basis for Opinion
2. 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.
Key Audit Matters
3. 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 period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to be communicated in our
report.
Other Information
4. 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 Companys annual report is expected to be made availalbe to us after the date
of this auditors report.
Our opinion on the standalone financial statements does not cover the other information
and we will not express any form of assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the standalone financial statement or our
knowledge obtained in the audit or otherwise appears to be material misstated.
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 and take necessary actions, as applicable under the relevant laws and
regulations.
Managements Responsibility for the Standalone Financial Statements
5. 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 of
these standalone financial statements that give a true and fair view of the financial
position, financial performance, (changes in equity) 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.
6. In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
7. The Board of Directors is also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
8. 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.
9. As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
a. 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.
b. 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 and the operating
effectiveness of such controls.
c. evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the management.
d. 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.
e. 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.
10. 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.
11. 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.
12. 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
matters 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 of such communication.
Report on Other Legal and Regulatory Requirements
13. 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.
14. 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 Standalone 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 standalone 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, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st 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 over financial
reporting 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 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:
(g) i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements;
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. (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 or in any other persons or
entities, including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the Company or provide any
guarantee, security or the like to or 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 persons or entities, including foreign
entities ("Funding Parties"), with the understanding, whether recorded in
writing or therwise, that the company shall directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the Funding Parties or provide any guarantee,
security or the like from or 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 (a) and (b) contain any material mis-statement.
(d) The Company has not proposed, declared or paid any dividend during the year ended
on March 31, 2023. Hence, we have nothing to report in respect of compliance with
provisions of Section 123 of the Act.
(e) Proviso 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, w.e.f., April 1, 2023 and accordingly,
reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable
for the financial year ended March 31, 2023.
15. The Company has provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of Section 197 read with Schedule V to the
Act.
|
For, SDBA & Co. |
|
Chartered Accountants |
|
(FRN : 142004W) |
|
(SANJEEV A. MEHTA) |
|
Partner |
| Mumbai |
M. No.: 41287 |
| May 25, 2023 |
UDIN : 23041287BGXOWI5529 |
Annexure ‘A to the Independent Auditors Report
Referred to in paragraph 13 of the Independent Auditors Report of even date to the
members of SJ Corporation Limited on the standalone financial statements of the Company
for the year ended March 31, 2023:
(i)(a)(A) The company has maintained proper records of fixed assets showing full
particulars including quantitative details and situation of fixed assets.
(B) The company does not have any intangible assets.
(b) As explained to us, the fixed assets have been physically verified by the
management during the year in accordance with a regular programme for verification, which
in our opinion is reasonable having regard to the size of the company and nature of its
assets. No material discrepancies were noticed on such physical verification.
(c) The title deeds of immovable properties, as disclosed in the Note 3 on Investment
in Property to the financial statements, are held in the name of the company.
(d) The company has not revalued any of its Property, Plant and Equipment during the
year.
(e) Having regard to the representation made by the management, we have to state that
no proceedings under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016)
and rules made thereunder have been initiated during the year or are pending against the
company as at 31st, March 2023 for holding any benami property.
(ii) (a) The inventories have been physically verified by the management during the
year on a monthly basis. In our opinion, the frequency of such verification is reasonable.
We have relied on the same and in our opinion, the frequency of such verification is
reasonable.
(b) The company has not been sanctioned any working capital limits during the year from
any bank or financials institution. In view of it, the reporting under clause 3(ii)(b) is
not applicable to the Company.
(iii) (a) The company has not granted any loans or advances in the nature of loan, or
stood guarantee or provided security to any other entity to Companies, firms, LLPs or
other parties. In view of it, we have nothing to report under clause 3(iii)(a)(A) &
(B) of this Order.
(b) In our opinion, the investments made are prims facie not prejudicial to the
interest of the Company. In our opinion, the Company has not given any loans during the
year.
(c) In our opinion, as the Company has not provided any loan during the year, this
clause is not applicable.
(d) In our opinion, as the Company has not provided any loan during the year, this
clause is not applicable.
(e) In our opinion, as the Company has not provided any loan during the year, this
clause is not applicable.
(f) The Company has not granted loans during the year to the promoters, related parties
as defined in clause (76) of section 2 of the Companies Act, 2013.
(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 I86 of the Companies Act, 2013
in respect of loans, investments, guarantees and security.
(v) In our opinion and according to the information and explanations given to us, the
company has not accepted any deposit in contravention of section 73 to section 76 or any
other relevant provisions of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014. As informed to us, no order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any other Court or
tribunal.
(vi) Having regard to the turnover of the Company and as per the information and
explanation given to us, in our opinion, the rules regarding maintenance of cost records
under section 148(1) of the Companies Act, 2013 are not applicable to the Company.
(vii)(a) According to the information and explanation given to us and the records of
the company examined by us, in our opinion, the company is generally regular in depositing
the undisputed statutory dues including provident fund, employees state insurance, income
tax, sales tax, service tax, goods and service tax, duty of customs, duty of excise, Value
added tax, cess and any other statutory dues, as applicable, with the appropriate
authorities, though there has been a slight delay in few cases.
(b) As per records of the company and in accordance with the information and
explanation given to us, there are no dues of sales tax, income tax, custom duty, goods
and service tax, excise duty and cess which have not been deposited on account of any
dispute.
(viii) Having regard to the representation made by the management, there were no
transactions relating to previously unrecorded incomes that have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(ix)(a) According to the information and explanations given to us and on the basis of
our examination of the records of the Company and terms & conditions of granting of
such loans by the lenders, the company has not defaulted in repayment of loans or other
borrowings or in the payment of interest thereon to any lender.
(b) Accordingly to the information and explanations given to us and on the basis of our
examinations of the records of the Company, the company has not been declared as wilful
defaulter by any bank or financial institution or government or any government authority.
(c) According to the information and explanations given to us, the company has not
taken any term loan during the year and hence, reporting under this clause 3(ix)(c) of the
Order is not applicable.
(d) According to the information and explanations given to us and on an overall
examination of the financial statements of the Company, we have to report that no funds
raised on short term basis have been utilised for long term purposes.
(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 as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the
Order is not applicable.
(f) According to the information and explanations given to us and procedures performed
by us, we report that the company has not raised any loans during the year on the pledge
of securities held in its subsidiaries, joint ventures or associate companies, hence the
clause 3(ix)(f) of the Order is not applicable to the company.
(x)(a) The company has not raised any funds from initial public offer or further public
offer (including debt instruments).
Accordingly, clause 3(x)(a) of the Order is not applicable.
(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 not made any preferential
allotment or private placement of shares or convertible debentures during the year.
Accordingly, reporting under clause 3(x)(b) is not applicable.
(xi) (a) Based on examination of the books and records of the Company and according to
information and explanations given to us and on the basis of audit conducted by us, no
fraud on or by the company has been noticed or reported during the course of our audit.
(b) According to the information and explanations given to us, no report under
sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors
with the Central Government in Form ADT-4 as prescribed under Rule 13 of Companies (Audit
and Auditors) Rules, 2014.
(c) In accordance with the representation received from the management of the Company,
the company has not received any complaints from any whistle-blower during the year.
(xii) (a) According to the information and explanations given to us, in our opinion,
the Company is not a Nidhi Company.
Therefore, clause 3 (xii)(a), (b) & (c) of the Order are not applicable to the
Company.
(xiii) In our opinion and according to the information and explanations given to us,
the transactions with the related parties are in compliance with section 177 and 188 of
Companies Act, 2013 and the details have been disclosed in the Financial Statements as
required by the applicable accounting standards.
(xiv)(a) Based on information and explanations provided to us and our audit procedures,
in our opinion the Company has an adequate internal audit system commensurate with the
size and the nature of its business.
(b) We have considered, the internal audit reports for the year under audit, issued to
the company during the year and till date, in determining the nature, timing and extent of
audit procedures.
(xv) According to the information and explanations given during the course of our
audit, in our opinion, the company has not entered into any non-cash transactions with
directors or persons connected with them covered under Section 192 of the Act.
Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the
Company and hence not commented upon.
(xvi)(a) In our opinion, the company is not required to be registered under section 45
IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3
(xvi) of the Order are not applicable to the Company and hence not commented upon.
(b) According to the information and explanations given to us, the Company has not
conducted any Non-Banking Financial or Housing finance activities without a valid
Certificate of Registration from the Reserve Bank of India under 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. Accordingly, clause 3(xvi)(c) of the Order is not
applicable.
(d) According to the information and explanations given to us during the course of
audit, the Company Group does not have any CIC. Accordingly, clause 3(xvi)(d) of the Order
is not applicable and not commented upon.
(xvii) The Company has not incurred cash loss during the current financial year and in
the immdiately preceeding Financial year.
(xviii) There has been no resignation of the statutory auditors of the Company during
the year. Accordingly, clause 3(xviii) of the Order is not applicable.
(xix) On the basis of representation made by the Company, according to the information
and explanations given to us 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, 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 cause 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 our
reporting is based on the facts, data and other information 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) (a) The provisions of section 135 (5) of the Companies Act,2013 have not been
applicable to the company since March, 2020. However, on the basis of information and
explanation available to us, there is no unspent amount towards Corporate Social
Responsibility (CSR) and hence, reporting under clause 3(xx)(a) & (b) of the Order is
not applicable.
|
For, SDBA & Co. |
|
Chartered Accountants |
|
(FRN : 142004W) |
|
(SANJEEV A. MEHTA) |
|
Partner |
| Mumbai |
M. No.: 41287 |
| May 25, 2023 |
UDIN : 23041287BGXOWI5529 |
Annexure ‘B to the Independent Auditors Report
Referred to in paragraph 14(f) of the independent Auditors Report of even date to the
members of SJ corporation Limited on the standalone financial statements for the year
ended March 31, 2023.
Report on the Internal Financial controls under Clause (i) of Sub-section 3 of Section
143 of the Act
1. We have audited the internal financial controls over financial reporting of SJ
Corporation Limited ("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
2. 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
3. Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the 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.
4. 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 judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. 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 authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.
Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that 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
8. 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".
|
For, SDBA & Co. |
|
Chartered Accountants |
|
(FRN : 142004W) |
|
(SANJEEV A. MEHTA) |
|
Partner |
| Mumbai |
M. No.: 41287 |
| May 25, 2023 |
UDIN : 23041287BGXOWI5529 |
+91-9892691696
