To The Members of THAMBBI MODERN SPINNING MILLS LIMITED
on the Audit of the Financial Statements
1. Opinion
We have audited the accompanying Financial Statements of M/s. Thambbi Modern Spinning
Mills Limited ("the Company"), which comprise the Balance Sheet as at 31 March
2023, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and
a summary of the Significant Accounting Policies and other explanatory information
(hereinafter referred to as "the financial statements").
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 (the Act) in the manner so required and give a 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, (Ind AS)
and other accounting principles generally accepted in India, of the state of affairs of
the Company as at 31 March 2023, its total loss, total comprehensive income, its cash
flows and the changes in equity for the year ended on that date.
2. Basis of Opinion
We conducted our audit of the financial statements 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 Act and the rules
thereunder, 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
obtained by us is sufficient and appropriate to provide a basis for our audit opinion on
the financial statements.
3. Information other than the Financial Statements and Auditors Report thereon
• The Companys Board of Directors is responsible for the other information. The
other information comprises the information included in the Boards Report including
Annexures to Boards Report, but does not include the financial statements and our
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 the course
of our audit or otherwise appears to be materially misstated.
• If, based on the work we have performed, 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.
4. Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Act with respect to the preparation of these financial statements that give
a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with
the Ind AS and other accounting principles generally accepted in India.
The 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.
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.
The Board of Directors are also responsible for overseeing the Companys financial
reporting process.
5. Auditors Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an 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.
As part of an audit in accordance with SAs, we exercise professional judgement 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 financial control 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 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 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.
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 the 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 our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
6. Report on Other Legal and Regulatory Requirements
I. As required by the Companies (Auditors Report) Order, 2020 ("the Order")
issued by the Central Government of India in terms of Section 143(11) of the Act, we give
in Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.
II. 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 Balance Sheet and the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Cash Flows and Statement of Changes in Equity 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 specified under Section 133 of the Act;
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) Since the Companys turnover as per last audited financial statements is less than
Rs. 50 crores and its borrowings from Banks and Financial Institutions at any time during
the year is less than Rs 25 crores, the Company is exempted from getting an audit opinion
with respect to the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls vide notification dated June 13, 2017;
g) With respect to the other matters to be included in the Auditors Report in
accordance with the requirements of section 197(16) of the Act, as amended, in our opinion
and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with
the provisions of section 197 of the Act and
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 have any impact on its
financial position;
ii. The Company did not have any long-term contracts including derivative contracts for
which there were having any material foreseeable losses; and
iii. There were no amounts which were required to be transferred, to the Investor
Education and Protection Fund by the Company.
a) The management has represented that, to the best of its knowledge and belief, as
disclosed in the notes to the accounts, 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(s) or entity (ies), including foreign entities.
b) The management has represented, that, to the best of its knowledge and belief, as
disclosed in the notes to the accounts, no funds (which are material either individually
or in the aggregate) have been received by the company from any person(s) or entity(ies),
including foreign entities.
c) Based on the audit procedures that we have considered reasonable and appropriate in
the circumstances, nothing has come to our notice that cause us to believe that the
representation given by the Management under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain any material misstatement.
iv. No dividend has been declared or paid during the year by the company.
| For ABNJ & CO., |
| Chartered Accountants |
| (FRN: 121677W) |
| Peer Review No. 013365 |
| NILESH MUNDADA |
| Partner |
| Membership No.: 131013 |
| UDIN NO: 23131013BGQOGH1764 |
| Place : Mumbai |
| Date : April 28, 2023 |
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in Paragraph 1 under "Report on Other Legal and Regulatory
Requirements" Section of our report of even date)
1) In respect of fixed assets :
a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
b) The fixed assets have been physically verified by the management according to a
phased programme designed to cover all the items over a period of two years which, in our
opinion, is reasonable having regard to the size of the Company and nature of its assets.
According to the information and explanation given to us, no material discrepancies were
noticed on such verification.
c) The title deeds of immovable properties are held in the name of the Company.
d) The Company has not revalued any of its property, plant and equipment and intangible
assets during the year.
2) In respect of Inventory and Working Capital :
a) As explained to us, the Company does not hold any stock of inventory and therefore
the provisions of clause ii(a) of the Order is not applicable.
b) According to the information and explanations given to us, at any point of time of
the year, the Company has not been sanctioned any working capital facility from banks or
financial institutions and hence reporting under clause ii(b) of the Order is not
applicable.
3) The Company has not made any investments in, provided any guarantee or security, and
granted any loans or advances in the nature of loans, secured or unsecured, to companies,
firms, LLPs or any other parties during the year, and hence reporting under clause iii of
the Order is not applicable.
4) The Company has not granted any loans or made any investments, or provided any
guarantees or securities and hence reporting under clause iv of the Order is not
applicable.
5) The Company has not accepted any deposit or amounts which are deemed to be deposits.
Hence reporting under clause v of the Order is not applicable.
6) Having regard to the nature of the Companys business / activities, reporting under
clause vi of the Order is not applicable.
7) In respect of statutory dues :
a) The Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including goods and services act, provident fund, employees
state insurance, income tax, sales tax, custom duty, excise duty, cess, goods and services
tax and other material statutory dues applicable to it.
b) According to the information and explanations given to us, no undisputed amounts
payable in respect of goods and services act, provident fund, employees state insurance,
income tax, sales tax, custom duty, excise duty, service tax and cess were in arrears, as
at 31st March, 2023 for a period of more than six months from the date they
became payable.
c) According to the information and explanations given to us, there are no amounts
payable in respect of goods and services act, income tax, sales tax, custom duty, excise
duty, goods and services tax and cess, which have not been deposited on account of any
dispute.
8) According to the information and explanations provided to us, there were no
transactions relating to previously unrecorded income that were surrendered or disclosed
as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the
year.
9) In respect of Borrowings :
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 bank or financial institution
or government or any government authority.
c) The Term Loans have been utilised for the purpose for which the loans were obtained.
d) The Company has not raised funds on short term basis and hence reporting under
clause ix(d) of the Order is not applicable.
e) The Company did not have any subsidiary or associate or joint venture during the
year and hence, reporting under clause ix(e) of the Order is not applicable.
f) The Company has not raised any loans during the year on the pledge of securities
held in its subsidiaries, associates and joint ventures.
10) In respect of Funds Raised and Utilisation:
a) The Company has raised money by way of right issue of shares to its existing
shareholders. Company issued 57,62,770 shares at face value of Rs. 10 via 1:1 right issue
offering. The company has utilised the money for repayment of unsecured loans availed by
the Company from R. Jagadeesan (promoter of the Company) and other general corporate
purposes.
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 x(b) of the Order is not applicable.
11) In respect of Fraud and Whistle Blower Complaints:
a) To the best of our knowledge, no fraud by the Company and no material fraud on the
Company has been noticed or reported during the year.
b) To the best of our knowledge, 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 9Audit
and Auditors) Rules, 2014 with the Central Government, during the year and upto the date
of this report.
c) As represented to us by the Management, there were no whistle blower complaints
received by the Company during the year.
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 Sections 177 and 188 of the
Companies Act, where applicable, for all transactions with the related parties and the
details of related party transactions have been disclosed in the Financial Statements
etc., as required by the applicable accounting standards.
14) Internal Audit System
a) In our opinion, the Company has an adequate internal audit system commensurate with
the size and nature of its business.
b) We have considered, the internal audit reports issued to the Company during the
year.
15) In our opinion, the Company has not entered in to any non-cash transactions with
its directors or persons connected with its directors and hence provisions of section 192
of the Companies Act, 2013 are not applicable to the Company.
16) The Company is not required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934 and hence reporting under clause xvi (a), (b) and (c) of the Order
is not applicable.
17) The Company has incurred cash losses during the financial year covered by our audit
and the immediately preceding financial year. The cash losses for the current financial
year is Rs. 147.09 Lakhs and Rs. 450.02 Lakhs for preceeding financial year.
18) There has been resignation of the statutory auditors during the year and we have
taken into consideration the issues, objections or concerns raised by the outgoing
auditors.
19) On the basis of the financial ratios, ageing and expected dated 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 period of one year from the balance
sheet date, will get discharged by the Company as and when they fall due.
20) The provisions of clause xx of the Order with regard to obligations under Corporate
Social Responsibility are not applicable to the Company.
21) The Company does not have any subsidiary or associate or joint venture and
therefore consolidated financial statements are not prepared. Hence reporting under clause
xxi of the Order with regard to consolidated financial statements are not applicable to
the Company.
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