To the Members of Spangle Marketing Limited
I. Report on the Audit of the Financial Statements
1. Opinion
A. We have audited the accompanying (standalone) Financial Statements of Spangle
Marketing Limited, [CIN:L51311WB1984PLC050209] (“the company”) which comprises
the Balance Sheet as at 31st March,2023 , the statement of Profit and
Loss(including Other Comprehensive Income),the Statement of Changes in Equity and Cash
Flows Statement for the year ended on that date, and Notes to the Financial Statements, a
summary of significant accounting policies and other explanatory information.(hereinafter
referred to as “the Financial Statements”).
B. In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid Financial Statements give the information required by the
Companies Act, 2013 (“Act”) in the manner so required and give true and fair
view in conformity with the Indian Accounting Standards prescribed under section 133 of
the Act read with the Companies ( Indian Accounting Standards) Rules, 2015, as
amended,(“IndAS”) and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2023,and its Profit/Loss and total
comprehensive income, changes in equity and its Cash Flows for the year ended on that
date.
2. Basis for Opinion
We conducted our audit of the Financial Statements in accordance withthe Standards on
Auditing (SAs) specifiedunder 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 Institute
of Chartered Accountants of India(ICAI) together with independence requirement that are
relevant to our audit of the financial under the provision of the Act and Rules made their
under,
and we have fulfilled our other ethical responsibilities in accordance with these
requirements and 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.
3. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were most
significance in our audit of the Financial Statements of the current period. These matters
are addressed in the context of our audit of the Financial Statements as a whole, and in
forming our opinion thereon, we do not provide a separate opinion on these matters. We
have determined that there is no matters to be describe in key audit matters.
4. Information Other than the Financial Statements and Auditors Report Thereon
A. The Companys Board of Directors is responsible for the preparation of other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexure to Boards Report, Corporate
Governance and Shareholders information to the extent applicable, but does not include the
Financial Statements and our Auditors report thereon. Our opinion on the Financial
Statements does not cover the information and we do not express any form of assurance
conclusion thereon.
B. 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 Statement or our knowledge obtained during the
course of our audit or otherwise appears to be materially misstated.We have nothing to
report in this regard.
5. Managements Responsibility for the Financial Statements
A. 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
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preparation of these Financial Statements that give a true and fair view of the
financial position, financial performance , total comprehensive income, changes in equity
and cash flows of the company in accordance with the Indian Accounting Standards (Ind AS)
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014 and the Companies (Indian Accounting Standards) Rules,2015,as amended and
other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the act for safeguarding 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.
B. 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 the operation or has no realistic
alternative but to do so.
The Board of Directors is responsible for overseeing the Companys financial reporting
process.
6. Auditors Responsibility for the Audit of the Financial Statements
A. Our objectives are to obtain reasonable assurance about whether the Financial
Statements as a whole are 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
assurance, but is not aguarantee 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 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.
M/S. RUWATIA & ASSOCIATES CHARTERED ACCOUNTANTS
B. As part of an audit in accordance with SAs, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
i) Identify and assess the risk of material misstatement of the Financial Statements,
whether due to fraud or error, design and perform audit procedure 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 one resulting from error, as fraud may involve collusion, forgery, intentional
omissions , misrepresentations, or the override of internal control.
ii) Obtain an understanding of internal financial controls relevant to the audit in
order to design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial control system in place and the operating
effectiveness of such controls.
iii) Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
iv) 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 disclosure 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.
v) Evaluate the overall presentation,structure and content of the Financial Statements,
including the disclosures, and whether the Financial Statements represent the underlying
the transactions and events in a manner that achieves fair presentation.
C. Materiality is the magnitude of misstatements in the Financial Statements, that
individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the Financial Statements be influenced. We consider
quantitative materiality and qualitative factors in (i) Planning the scope of our audit
work and in evaluating the results of our work, and (ii) to evaluate the effect of any
identified misstatements in the Financial Statements.
D. 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.
E. 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 relationship and other matters that may reasonable be thought to be bear on our
independence, and where applicable, related safeguards.
F. From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Financial Statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interests benefit of such communication.
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II. Report on Other Legal and Regulatory Requirements
1.As required by the Companies (Auditors Report) Order, 2020 (“the Order”),
as amended, 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 paragraphs 3 and 4 of the Order to the extent applicable.
2. As required by section 143 (3) of the Act, based on our audit 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 purpose of our audit;
b. In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this
Report are in agreement with the books of account;
d. In our opinion, the aforesaid financial statements comply with the Indian Accounting
Standards(lnd AS) specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules,2015, as
amended;
e. On the basis of written representations received from the directors as on March 31,
2023 taken on record by the Board of Directors, none of the directors is disqualified as
on March 31, 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” to this report;
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, as amended in
our opinion and to the best of our information and according to the explanations given to
us (As amended):
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 (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
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 (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;
(c) Based on the audit procedures that 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 (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material misstatement.
V. The company has not declared or paid any dividend during the year.
For Ruwatia&Associates.
Chartered Accountants
Annexure "A" to the Independent Auditors Report
The ‘Annexure A referred to Independent Auditors Report to the members of
SPANGLE MARKETING LIMITED (“the Company”) on the Financial Statements for the
year ended 31st March, 2023. We report that:-
1) (a)(A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible
assets.
(b) The Property, Plant and Equipment have been physically verified by the 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 program, a portion of the Property, Plant and Equipment has been
physically verified by the management during the year and no material discrepancies
between the books records and the physical Property, Plant and Equipment have been
noticed.
(c) The company does not have any immovable properties. Accordingly the provisions of
the clause 3(i)(c) is not applicable to the company, hence not commented upon.
(d) The Company has not revalued any of its Property, Plant and Equipment and
intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending against the
Company as at March 31, 2023 for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
2) (a) The Company does not have any inventory. Accordingly the provisions of Clause
3(ii)(a) of the order is not applicable to the Company and hence not commented upon.
(b) The Company has not been sanctioned working capital limits in excess of ^ 5 crore,
in aggregate, at any points of time during the year, from banks or Financial institutions
on the basis of security of current assets and hence reporting under clause 3(ii)(b) of
the Order is not applicable.
3) The Company has made investments in, companies during the year, in respect of which:
(a) The Company has not provided any loans or advances in the nature of loans or stood
guarantee, or provided security to any other entity during the year, and hence reporting
under clause 3(iii)(a) of the Order is not applicable.
(b) In our opinion, the investments made during the year, are prima facie, not
prejudicial to the Companys interest.
(c) The Company has not granted any Loan, hence reporting under clause 3(iii)(c) of the
Order is not applicable.
(d) The Company has not granted any Loan, hence reporting under clause 3(iii)(d) of the
Order is not applicable.
(e) No loan granted by the Company which has fallen due during the year, has been
renewed or extended or fresh loans granted to settle the overdues 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 during the
year. Hence, reporting under clause 3(iii)(f) is not applicable.
4) 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.
5) The Company has not accepted any deposits from the public and hence the directives
issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other
relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with
regard to the deposits accepted from the public are not applicable.
6) As informed to us, the maintenance of Cost Records has not been specified by the
Central Government under sub-section (1) of Section 148 of the Act, in respect of the
activities carried on by the company.
7) (a) In our opinion, the Company has generally been regular in depositing undisputed
statutory dues, including Goods and Services tax, Provident Fund, Employees* State
Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added
Tax, Cess and other material statutory dues applicable to it with the appropriate
authorities. There were no undisputed amounts payable in respect of Goods and Service tax,
Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of
Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears
as at March 31, 2023 for a period of more than six months from the date they became
payable.
b) According to the information and explanation given to us, there are no dues of
income tax, goods and service tax, duty of customs, duty of excise, value added tax
outstanding on account of any dispute.
8) There were no transactions relating to previously unrecorded income that have been
surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961 (43 of 1961).
9) (a) The company has not defaulted in repayment of loans or other borrowings or in
the payment of interest thereon to any lender.
(b) The Company has not been declared wilful defaulter by any bank or financial
institution or government or any government authority.
(c) The Company has not taken any term loan during the year and reporting under clause
3(ix)(c) of the Order is not applicable.
(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) On an overall examination of the financial statements of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its subsidiaries.
(f) The Company has not raised any loans during the year and hence reporting on clause
3(ix)(f) of the Order is not applicable.
10) (a) The Company has not raised moneys by way of initial public offer or further
public offer (including debt instruments) during the year and hence reporting under clause
3(x)(a) of the Order is not applicable.
(b) During the year, the Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully or partly or optionally) and hence
reporting under clause 3(x)(b) of the Order is not applicable.
11) (a) No fraud by the Company and no material 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
in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014
with the Central Government, during the year and upto the date of this report.
(c) There is not any whistle-blower complaints received during the year by the company.
12) The Company is not a Nidhi Company and hence reporting under clause (xii) of the
Order is not applicable.
13) In our opinion, the Company is in compliance with Section 177 and 188 of the
Companies Act, 2013 with respect to applicable transactions with the related parties and
the details of related party transactions have been disclosed in the standalone financial
statements as required by the applicable accounting standards.
14) (a) 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
our audit procedures.
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15) In our opinion during the year the Company has not entered into any non-cash
transactions with its Directors or persons connected with its directors, hence provisions
of section 192 of the Companies Act, 2013 are not applicable to the Company.
16) (a) In our opinion, and according to the information and explanations given to us,
the Company is carrying on the business of NBFC and is required to be registered under
section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the company has
obtained RBI registration (CoR No. B.05.01517 dated 20.04.1998).The Company has duly
registered with RBI and complied with all applicable in this regard.
(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.
(d) In our opinion, there is no core investment company within the Group (as defined in
the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting
under clause 3(xvi)(d) of the Order is not applicable.
17) The Company has incurred cash losses of Rs.20,698 /- during the financial year
covered by our audit and cash losses of Rs.5,51,963 /- the immediately preceding financial
year.
18) There has been no resignation of the statutory auditors of the Company during the
year.
19) 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 and 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 indicating that 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
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period of one year from the balance sheet date, will get discharged by the Company as
and when they fall due.
20) Corporate Social Responsibility(CSR) provisions are not applicable on the company
as per section 135 of the Companies Act, 2013, so clause3(xx) is not applicable.
For and on behalf of For RuwatiafitAssociates.
Chartered Accountants
Firms registration number:324276E
Mukesh Kumar Ruwatia
Proprietor
Membership number: 060231 UDIN: 2304023
Place: Kolkata
Date: 30.05.2023
Annexure "B" to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Spangle
Marketing Limited ("the Company") as of March 31, 2023 in conjunction with our
audit of the Financial Statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on "the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(‘the Guidance Note") issued by the Institute of Chartered Accountants of
lndia(‘ICAI)”. These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to
companys policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting
was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting with reference to the Financial Statements.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (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
companys assets that could have a material effect on the Financial Statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2021, 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” and jointly controlled companies, which are companies
incorporated in India, as of that date.
For and on behalf of
For Ruwatia&Associates.
Chartered Accountants
Firms i * ?j^324276E
Opinion
Mukesh Kumar Ruwatia
Proprietor
Membership number: 060231
UDIN:
Place: Kolkata
Date: 30.05.2023
+91-9892691696
