TO THE MEMBERS OF SUNTECH INFRA SOLUTIONS PRIVATE LIMITED Audit Report of the Financial Statements
OPINION
We have audited the accompanying financial statements of SUNTECH INFRA SOLUTIONS PRIVATE LIMITED (the Company), which comprise the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss for the Period then ended and notes to the financial statements including a summary of the 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 Companies Act 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March 2023, its profit or loss and Cash Flow Statement for the year ended on that date.
Basis of Opinion
We conducted the Audit in accordance with the standards of auditing specified U/S 143(10) of the Companies Act 2013.Our Responsibilities under those standards are further prescribed in the auditors responsibilities for the audit of 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 the audit of the financial statements under the provisions of the Act and the rules there under, 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
Key Audit matters are those matters that, in our professional judgment, were of most significance in our audit of 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.
Reporting of Key Audit Matters are not applicable to the Company, as it is an unlisted Company. Information Other Than the Financial Statements and Auditors Report thereon
The Companys board of directors is responsible for the preparation of other information. The other information comprises the information included in the Boards Report including annexure to Boards Report but does not include the financial statements and our Auditors report thereon.
Our opinion on 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 financial statements, our responsibility is to read other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears tc/be materially misstated.
If, based on the work, we have performed, we conclude that there is material misstatement of this other information ,we are required to report that fact, we have nothin^o^nctrt in this regard.
Managements Responsibility for the Financial Statements
The Companys Board of Directors are 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 and financial performance of the company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under section 133 of the Act ,read with Rule 7 of Companies (Accounts) Rules,2014. This Responsibility 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.
In preparing the financial statements, management is responsible for assessing the companys ability to continue as going concern , disclosing, as applicable, matters related to 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.
The Board of directors are responsible for overseeing the companys Financial Reporting Process.
Auditors Responsibility for the audit of financial statements
Our responsibility 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 it is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatement can arise from fraud or error and are considered material if, individual or in 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 through out the audit. We also:
. Identify and assess the risk 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.
. 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) of Companies Act 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial control sjstems in place and the operating effectiveness of such controls.
. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
. Conclude on the appropriateness of the 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.
. Evaluate the overall presentation , structure and the 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.
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 may 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 die effect of any identified misstatements in the Financial Statements.
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 the audit.
We also Provide those charged with governance with a statement that we have complied with relevant ethical requirement 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 .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 interest benefits of such communication.
Report on other legal and regulatory requirements
1. As Required by the Companies (Auditors Report) Order 2016(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 annexure A a statement on the matters specified in para 3 and 4 of the Order.
2. As required by section 143(3) of the Act and Companies ( Audit and Auditors) Rule 2014,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, and the Statement of Profit and Loss Statements 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 ) Rule ,2014.
(e) On the basis of the 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 sub section (2) of section 164 of the Companies Act 2013.
(f) With respect to the adequacy of the internal financial controls over financial Reporting of the Company and operating effectiveness of such controls are given in separate Annexure-B
(g) The Requirement of Section 197 of the act are not applicable to the company, since the company is private limited company and hence not commented upon.
(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies ( Audit and Auditors) Rules ,2014 , in our opinion and to the best of our information and according to the explanations given to us:-
(i) The Company does not have any pending litigations which would impact its financial position. _?
(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) There 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 entit yflntermediaries
) 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 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 other person or entity .including foreign entityf 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 Part} (Ultimate Beneficiaries) or provide any guarantee,security or the like on behalf of Ultimate Beneficiaries.c) Based on the audir 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 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 hence Reporting requirements under rule 11(f) of Companies (Audit and auditors) Rules 2014 are not applicable to the company.
vi) 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 with effect from 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.
PLACE: NEW DELHI
DATE: 25/09/2023
(Referred to in paragraph 1 under
Report On Other Legal And Regulatory Requirements section of our report to the members of SUNTECH INFRA SOLUTIONS PRIVATE LIMITED of even date)On the basis of the information and explanation given to us during the course of our audit, we report that:
(i) a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of all fixed assets.
(B) The company is not having any intangible asset. Therefore, the provisions of Clause (i)(aXR) of paragraph 3 of the order arc not applicable to the company.
b) Pursuant to the company
s programme of verifying fixed assets in a phased manner, physical verification of fixed assets was conducted during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.c) The company does not have any Immovable Property .Therefore, the Provision of clause (i)(c) of paragraph 3 of the order arc not applicable to the Company.
d) The company has not revalued its Property, Plant, and Equipment during the year. Therefore, the provisions of Clause (i)(d) of paragraph 3 of the order are not applicable to the company
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. Therefore, the provisions of Clause (iXe) of paragraph 3 of the order are not applicable to the company.
(ii) a) In our opinion, physical verification of inventory has been conducted at reasonable intervals by the management and the coverage and procedure of such verification by the management are appropriate. No material discrepancies were noticed on such verification.
b) During any point of time of the year, the company has not been sanctioned working capital limits, from banks or financial institutions on the basis of security of current assets in excess of Rs. 5 Crore. Therefore, the provisions of Clause (ii)(b) of paragraph 3 of the order are not applicable to the company
(iii) In our opinion and based on the information and explanation given to us the company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships, or other parties covered in the register maintained under section 189 of the Companies Act 2013. Accordingly, the provisions of clause 3 (iii) (a), (b) and(c) of the Order are not applicable to the Company.
(iv) According to the information and explanations given to us and on the basis of representations of the management which we have relied upon, the loans given by the company during the financial year 2022- 23 are in compliance with the provisions of Section 185 and Section 186 of the Companies Act, 2013.
(v) According to the information and explanations given to us, the Company has not accepted deposits from the public in terms of provisions of sections 73 to 76 of the Companies Act, 2013 therefore reporting under this clause is not applicable.
(vi) According to the rules prescribed by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 is not applicable to the company therefore reporting under this clause is not required.
(vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been generally regular in depositing statutory dues as applicable, with the appropriate authorities except there have been certain delays in payment of ESIC & Provident Fund and GST. There are no statutory dues that are outstanding as of March 31, 2023, for a period of more than six months.
b) As of the year-end, according to the records of the Company and information and explanations given to us, there are no disputed statutory dues outstanding on the company.
(viii) In our opinion and according to the information and explanations given to us, there is no any transaction not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961)
(ix) a) According to the records of the Company examined by us and the information and explanations given to us, the Company has not obtained any loans from the financial institution and debenture holders therefore reporting of repayments of such loans under this clause is not applicable.
b) In our opinion and according to the information and explanations given to us, the company has not been a declared wilful defaulter by any bank or financial institution or other lender.
c) In our opinion and according to the information and explanations given to us, the loans were applied for the purpose for which the loans were obtained.
d) In our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been utilised for long-term purposes.
e) In our opinion and according to the information and explanations given to us, 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) In our opinion and according to the information and explanations given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.
(x) According to the information and explanations given to us, on an overall basis, the company has not raised any money by way of initial public offer or further public offer (including debt instruments
(xi) a) According to the information and explanations given to us and on the basis of representation of the management which we have relied upon, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.
b) During the year no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. _
c) As auditors, we did not receive any whistle-blower complaints during the year.
(xii) The company is a Private Limited Co and therefore clause relating to managerial remuneration is not applicable.
(xiii) Since the company is not a Nidhi company, therefore this clause is not applicable.
(xiv) According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of The Companies Act, 2013 as applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
(xv) The company is not covered by section 138 of the Companies Act, 2013, related to appointment of internal auditor of the company. Therefore, the company is not required to appoint any internal auditor. Therefore, the provisions of Clause (xiv) of paragraph 3 of the order are not applicable to the Company.
(xvi) According to the information and explanations given to us based on our examination of the record of the company, the Company has not made any Preferential Allotment or Private Placement of Shares or fully or Partly Convertible Debentures during die Year.
(xvii) According to the information and explanations given to us based on our examination of the record of the company, the company has not entered into any noncash transactions with directors or persons connected with him. Therefore the provisions of clause 3(xv) of the order are not applicable.
(xviii) 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 during the year.
c) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(d) As per die information and explanations received, the group does not have any CIC as part of the group.
(xix) The company has not incurred cash loss in current financial year as well in immediately preceding financial year
(xx) There has been no resignation of the previous statutory auditors during the year.
(xxi) On the basis of the financial ratios, aging and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, die auditor
s knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that 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.(xxii) There is no liability of the company under the provisions of section 135 of the Companies Act, relating to Corporate Social Responsibility. Therefore, the provisions of Clause (xx) of paragraph 3 of the order are not applicable to the Company.
(xxiii) The company has not made investments in the subsidiary company. Therefore, the company does not require to prepare a consolidated financial statement. Therefore, the provisions of Clause (xxi) of paragraph 3 of the order are not applicable to the Company
PLACE: NEW DELHI
DATE: 25/09/2023
ANNEXURE
B TO THE INDEPENDENT AUDITORS REPORT ON THE FINANCIAL STATEMENTSReport on the Internal Financial Controls over Financial Reporting 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 SUNTECH INFRA SOLUTIONS PRIVATE LIMITED (
the Company") as of 31 March 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 Board of Directors of the company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively tor ensuring the orderly and efficient conduct of its business, including adherence to the respective 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 Companies Act, 2013.Auditor
s ResponsibilityOur responsibility is to express an opinion on the Company
s internal financial controls over financial reporting of the company based on ou.r audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting 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 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 internal financial controls system over financial reporting of the Company.
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 company
s 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 ot 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.mnereni t-trmuuiuim ui internal nnaiiciai oonirois uver rmanciai rceporuny
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
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.
NEW DELHI
DATED: 25/09/2023
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