SKP Bearing Industries Ltd Auditor Reports

TO THE MEMBERS OF

SKP BEARING INDUSTRIES LIMITED.

Report on the Financial Statements

We have audited the accompanying financial statements of SKP BEARING INDUSTRIES LIMITED ("the company"), which comprise of the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Opinion :

In our opinion and to the best of our knowledge and according to the information and explanations given to us, the aforesaid financial statements, give the information required by Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the accounting standards as prescribed by Companies (Accounting Standards) Rules, 2006;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2024;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Basis of Opinion :

We have conducted our audit of the Financial Statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). 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 (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Management and Board of Directors are responsible for the other information. The other information obtained at the date of this auditors report is information included in the Director report, but does not include the financial statements and 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 on the other information obtained prior to the date of this auditors report, 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.

Material Uncertainty With Regards to Going Concern Assumption:

As per SA 570 on Going Concern, we are required to obtain sufficient and appropriate audit evidence regarding, and to conclude on, the appropriateness of managements use of the going concern basis of accounting in the preparation of financial statements, and to conclude, based on audit evidence obtained, whether a material uncertainty exists about the entitys ability to continue as a going concern. In this regard, We have obtained audit evidences that are sufficient and appropriate in our professional judgment and basis the same, we conclude that there exists no material uncertainty with respect to ability of the company to continue as going concern

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 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.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 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 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 appears from our examination of those books of account.

c) The company has not appointed any branch auditor and thus question of considering branch audit report does not arise.

d) the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

e) 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.

f) During course of our audit, we have not observed any financial transaction or matter that adversely affect functioning of the company.

g) On the basis of written representations received from the directors as on 31 March, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2024, from being appointed as a director in terms of Section 164(2) of the Act.

h) We do not express any qualification, reservation or adverse remark relating to maintenance of accounts.

i) In our opinion, company has adequate internal financial control system over financial statements in place and in our observation same is operating effectively.

j) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of 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 pending litigations as under;

Sr. No.	Name of the statute	Nature of the dues	Forum where dispute is pending	Period to which the amount relates	Total disputed dues (Rs. In Lakhs)
1	The Income Tax Act, 1961	Income tax	CIT(A)	AY 2022- 23	34.75
2	The Income Tax Act, 1961	Income tax	ITD	AY 2023- 24	102.66

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

III. There were no amounts which required to be transferred 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 loaned or advanced or invested (either from borrowed funds or share premium or any other source or kind of funds) by the company to or in any other person or entity, including foreign entity ("intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) 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; and

(c) Based on such audit procedures that the have been 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.

V. Company has paid final dividend of Rs.1 per

share amounting to total of 7 1,66,00,000/- for FY 22-23. In our opinion, same is in accordance with the section 123 of the Act.

OTHER MATTERS

SKP Bearings Industries Limited ( Parent Co.) has total unpaid dividend of Rs.49,648/- for FY 2021-22 & 202223 due to lack of those particular shareholders information and technical issues and company has put all efforts to pay that dividend in time but even after all efforts made, lack of information remain same, and company has not transferred that amount to Unpaid Dividend Account as per relevant section of companies Act,2013.

Our conclusion is not modified on the above matter.

for DIPAK P. SHAH AND CO.

Chartered Accountants

DIPAK P. SHAH

[PROPRIETOR]

[M.NO.045296]

[FRN-112132W]

Place : SURENDRANAGAR

Date : 18/07/2024

UDIN :24045296BKAFKE4904

ANNEXURE-A

TO THE AUDITORS REPORT

Annexure to the Independent Auditors Report of even date to the members of SKP BEARING INDUSTRIES LIMITED,

on the financial statements for the year ended 31st March 2024 .

On the basis of the information and explanation given to us and the books of account and other records examined by us in the normal course of audit during the normal course of our audit, we report that:

1. (a) The company has maintained proper records

showing full particulars including quantitative details and situation of its Property, Plant and Equipment;

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification. In our opinion and according to the information and explanations given to us, no fixed asset has been disposed of during the Period that may affect the going concern assumption;

(c) The title deeds of the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company, Except some title pending transfer in name of company due to conversion from partnership firm:

(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year;

(e) 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 thereunder during the year;

2. (a) As explained to us, inventories have been physically

verified during the Period by the management at reasonable intervals;

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business;

(c) In our opinion, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records;

(d) the company has not been sanctioned working capital in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with books of accounts of the company;

3. (a) As per information and explanation given to us

and on the basis of our examination of books of account, the company has incorporated a wholly owned subsidiary (WOS) in France under the name of ‘SKP Bearings Industries Limited - France as per the applicable laws and regulations in France and has invested Rs.55,76,750/- in its equity shares. Further the company has also granted loan to ‘SKP Bearings Industries Limited - France. Further, as per information and explanation given to us, the company has granted loans including advances to its employees.

(A) The aggregate amount of Loan given to WOS during the year is Euro 1 Million i.e. Rs.9,15,50,000/- as on the date of transfer. The amount of Loan outstanding at Balance Sheet date is Rs.8,99,90,000/-. The difference of Rs.15,60,000/- is due to foreign exchange fluctuation and is in accordance with AS 11 ‘The Effects of Changes in Foreign Exchange Rates.

(B) The aggregate amount of Loan given to employees during the year is Rs.5,24,000/- and balance outstanding at balance sheet date is Rs.62,832/-

(b) The terms and conditions for such above mentioned loans are not prejudicial to the interest of the company;

(c) As per information and explanation given to us, in respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts are regular;

(d) As per information and explanation given to us, no amount is overdue for more than 90 days;

(e) No 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 over dues of existing loans given to the same parties;

(f) The company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment;

4. In our opinion, In respect of loans, investments, guarantees, and security, the provisions of sections 185 and 186 of the Companies Act, 2013 have been duly complied with, wherever applicable;

5. In our opinion, the company hasnt accepted any deposits, Hence the directives issued by the Reserve Bank of India, the provisions of sections 73 to 76 and other relevant provisions of the Companies Act in this regard are not applicable to the company;

6. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under sub-section (1) of section 148 of the Act and the same has been so made and maintained by the Company;

7. (a) In our opinion and as per information and explanation given to us, undisputed statutory dues including Goods and

Services Tax, Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2024 for a period of more than six months from the date they became payable;

(b) According to the information and explanations given to us, details of dues relating to income tax, which have not been deposited as on 31st March, 2024 on account of disputes are given below:

Sr. No.	Name of the statute	Nature of the dues	Forum where dispute is pending	Period to which the amount relates	Total disputed dues (Rs. In Lakhs)
1	The Income Tax Act, 1961	Income tax	CIT(A)	AY 2022-23	34.75
2	The Income Tax Act, 1961	Income tax	ITD	AY 2023-24	102.66

8. On the basis of information and explanations provided to us, There is no such transactions, which is not recorded in the books of account have been surrendered or disclosed as income during the Period in the tax assessments under the Income Tax Act,1961 (43 of 1961)

9. (a) The company has not defaulted in payment of dues to financial institution or bank or debenture holders;

(b) the company has not been declared as willful defaulter by any bank or financial institution or any other lender;

(c) company has not taken any term loan;

(d) no funds raised on short term basis have been utilized for long term purpose;

(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associate or joint venture;

(f) the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies;

10. (a) As per information and explanation given to us, the company has not raised moneys by way of initial public offer or

further public offer during the year;

(b) the company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year;

11. (a) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud

on or by the Company has been noticed or reported during the Period;

(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 has been filed with the Central Government;

(c) As per information and explanation given to us, no whistle blower complaint is received during the year;

12. Company is not a Nidhi Company hence nothing to be disclosed for any provisions applicable on Nidhi Company;

13. On the basis of examination and information provided to us, All the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements etc. as required by the applicable accounting standards;

14. (a) The company has an internal audit system

commensurate with the size and nature of its business;

(b) we have considered reports issued by internal auditor while conducting our audit;

15. On the basis of examination and information provided to us, The company has not entered into any non-cash transactions with directors or persons connected with him/her during the financial Period other required entries due to conversion of partnership firm into Private Limited;

16. On the basis of examination and information provided to us:

(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 any Non-Banking Financial or Housing Finance activities without 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, if so, whether it continues to fulfill the criteria of a CIC, and in case the company is an exempted or unregistered CIC, whether it continues to fulfill such criteria;

(d) As the company is not CIC as mentioned above, this sub clause is not applicable;

17. On the basis of examination and information provided to us, The company has not incurred any cash loss during the financial Period;

18. On the basis of examination and information provided to us, There has not been any resignation of statutory auditor during the Period.

19. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, we are of the opinion that no material uncertainty exists as on the date of the audit report that 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.

20. On the basis of examination and information provided to us, There is no transfer of unspent amount other than ongoing project to a fund specified in Schedule-VII to the Companies Act, 2013 within a period of six months of the expiry of the financial period in compliance with second proviso to sub-section (5) of section 135 of The Companies Act, 2013

21. There have been no qualification or adverse remark by the respective auditor in the Companies (Auditors Report) Order (CARO) reports of the companies included in the Consolidated Financial Statements.

for DIPAK P. SHAH AND CO.

Chartered Accountants

DIPAK P. SHAH

[PROPRIETOR]

[M.NO.045296]

[FRN-112132W]

Place : SURENDRANAGAR

Date : 18/07/2024

UDIN :24045296BKAFKE4904