<dhhead>INDEPENDENT AUDITORS
REPORT</dhhead>
To the Members of UNIMODE OVERSEAS LIMITED Report on Audit of
the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements
of UNIMODE OVERSEAS LIMITED ("the Company"), which comprise the Balance
Sheet as at 31st March 2023, Statement of Profit and Loss (including other
comprehensive income), statement of changes in equity and Cash Flow Statement for the year
then ended and notes to the financial statements including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as
financial statements).
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone 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 accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st
March 2023, and its profit and other comprehensive income, changes in equity and its cash
flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on
Auditing specified under Section 143(10) of the Act. Our responsibilities under those SAs
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 standalone 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 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 standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone financial statements of
the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Managements and Board of Directors Responsibilities for the
standalone Financial Statements
The Companys management and Board of Directors are responsible
for the matter stated in Section 134(5) of the Companies Act 2013 ("the Act")
with respect to preparation of these standalone financial statements that give a true and
fair view of the state of affairs, profit/loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with the Accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as
amended). 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 standalone
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and
Board of Directors are 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 Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the
companys financial reporting process.
Auditors Responsibility for the Audit of the standalone
Financial Statements
Our objectives are to obtain reasonable assurance about whether
the standalone 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 standalone financial statements.
As Part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of
the standalone 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)(i) of the Act, we are also responsible for expressing our opinion on
whether the Company has adequate internal financial controls with reference to standalone
financial statements 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
and Board of Directors.
Conclude on the appropriateness of managements and Board
of Directors use of the going concern basis of accounting in preparation of standalone
financial statements 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 standalone 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 content
of the standalone financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
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.
From the matters communicated with those charged with
governance, we determine those matters that were of most significance in the audit of the
standalone financial statements for the financial year ended March 31, 2023 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 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 1, a statement on the matters
specified in the paragraph 3 and 4 of the Order, to the extent applicable.
2. (A) 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 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 appears from our examination of those books;
c. The Standalone Balance Sheet, Standalone Statement of Profit
and Loss (including other comprehensive income) and the Standalone Statement of Changes in
Equity and the Standalone statement of cash flows dealt with by this Report are in
agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements
comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the
Act.
e. On the basis of written representations received from the
directors as on 31st March 2023, taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March 2023, from being
appointed as a director in terms of section 164(2) of the Act.
f. With respect to the adequacy of the internal financial
controls with reference to standalone financial statements of the Company and the
operating effectiveness of such controls, refer to our separate report in "Annexure
2"; and
(B) 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:
a. The Company does not have any pending litigations which would
impact its standalone Ind AS financial statements.
b. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.
c. There are no items which required to be transferred, to the
Investor Education and Protection Fund by the Company.
d. (i) The Management has represented that, to the best of its
knowledge and belief, other than as disclosed in notes to the accounts, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other persons or entities, including
foreign entities ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the Company or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.
ii. The Management has represented that, to the best of its
knowledge and belief, other than as disclosed in notes to the accounts, no funds have been
received by the Company from any persons or entities, including foreign entities
("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or
on behalf of the Funding Parties or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
iii. Based on the audits procedures performed 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) contain any material mis-statement.
e. The company has not declared or paid any dividend during the
year. (c ) With respect to the matter to be included in the Auditors Report under section
197(16) of the Act:
During the year the company has not paid any remuneration to its
directors.
Annexure - 1 TO INDEPENDENT AUDITORS REPORT
(Annexure referred to in our report of even date to the
members of Unimode Overseas Limited on the Standalone Financial Statements for the year
ended 31st March 2023).
Based on the audit procedures performed for the purpose of
reporting a true and fair view on the standalone financial statements of the Company and
taking into consideration the information and explanations given to us and the books of
account and other records examined by us in the normal course of audit, we report that:
(i) (a) The Company does not have any fixed assets during the
year; accordingly clause 3(i) of
the said order is not applicable.
(ii) The Company does not have any inventory. Accordingly, the
provisions of clause 3(ii) of the Order are not applicable.
(iii) The Company has not granted any loan, secured or unsecured
to companies, firms or other
parties covered in the register maintained under Section 189 of
the Act. Accordingly, the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are
not applicable.
(iv) In our opinion and according to the information and
explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in
respect of loans and advances given, investments made and, guarantees and securities
given, have been complies with by the company.
(v) The Company has not accepted any deposits or amounts which
are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not
applicable.
(vi) To the best of our knowledge and belief, the Central
Government has not specified maintenance of cost records under sub-section (1) of Section
148 of the Act, in respect of Companys products/ services. Accordingly, the provisions of
clause 3(vi) of the Order are not applicable.
(vii) (a) The Company does not have liability in respect of
Service tax, Duty of excise, Sales tax and Value added tax during the year since effective
1 July 2017, these statutory dues has been subsumed into Goods and Services Tax
("GST")
According to the information and explanations given to us and on
the basis of our examination of the records of the Company, in our opinion amounts
deducted / accrued in the books of account in respect of undisputed statutory dues
including GST, Provident fund, Employees State Insurance, Income-Tax, Duty of Customs,
Cess and other statutory dues have been regularly deposited by the Company with the
appropriate authorities;
According to the information and explanations given to us and on
the basis of our examination of the records of the Company, no undisputed amounts payable
in respect of GST, Provident fund, Employees State Insurance, Income -Tax, Duty of
Customs, Cess and other statutory dues were in arrears as at 31 March 2023 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us
and on the basis of our examination of the records of the Company, there are no statutory
dues relating to GST, Provident Fund, Employees State Insurance, Income-Tax, Sales Tax,
Service Tax, Duty of Customs, Value Added Tax or Cess or other statutory dues which have
not been deposited on account of any dispute.
(viii) According to the information and explanations given to us
and on the basis of our examination of the records of the Company, the Company has not
surrendered or disclosed any transactions, previously unrecorded as income in the books of
account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
(ix) The Company does not have any loans or borrowings from any
financial institution, banks, government, or debenture holders during the year.
Accordingly, Paragraph 3(ix) of the Order is not applicable
(x) (a) The Company has not raised any moneys by way of initial
public offer or further public offer (including debt instruments) Accordingly, clause
3(x)(a) of the Order is not applicable.
(b)According to the information and explanations given to us and
on the basis of our examination of the records of the Company, the Company has not made
any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable
(xi) (a) Based on examination of the books and records of the
Company and according to the information and explanations given to us, considering the
principles of materiality outlined in the Standards on Auditing, we report that no fraud
by the Company or on the Company has been noticed or reported during the course of the
audit.
(b) According to the information and explanations given to us,
no report under sub-section (12) of Section 143 of the 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) There is no whistle blower complaints received during the
year hence this clause 3(xi)(c ) is not applicable to the company.
(xii) According to the information and explanations given to us,
the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not
applicable
(xiii) In our opinion and according to the information and
explanations given to us, the transactions with related parties are in compliance with
Section 177 and 188 of the Act, where applicable, and the details of the related party
transactions have been disclosed in the standalone financial statements as required by the
applicable accounting standards.
(xiv) (a)Based on information and explanations provided to us
and our audit procedures, in our opinion, the Company has an internal audit system
commensurate with the size and nature of its business
(b) We have considered the internal audit reports of the Company
issued till date for the period under audit.
(xv) In our opinion and according to the information and
explanations given to us, the Company has not entered into any non-cash transactions with
its directors or persons connected to its directors and hence, provisions of Section 192
of the Act are not applicable to the Company.
(xvi) (a) The Company is not required to be registered under
Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clauses 3(xvi)(a) and
3(xvi)(b) of the Order are not applicable.
(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;. Accordingly, clause
3(xvi)(b) is not applicable to the company.
(c ) The Company is not a Core Investment Company (CIC) as
defined in the regulations made by the Reserve Bank of India. Accordingly, clause
3(xvi)(c) of the Order is not applicable.
(d) According to the information and explanations provided to us
during the course of audit, the Group does not have any CICs.
(xvii) The Company has not incurred cash losses in the current
year. The company has incurred cash losses in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors
during the year. Accordingly, clause
3(xviii) of the Order is not applicable.
(xix) According to the information and explanations given to us
and 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
standalone financial statements, our knowledge of the Board of Directors and management
plans and based on our examination of the evidence supporting the assumptions, nothing has
come to our attention, which causes us to believe that any material uncertainty exists as
on the date of the audit report that the Company is not capable of meeting its liabilities
existing at the date of balance sheet as and when they fall due within a period of one
year from the balance sheet date. We, however, state that 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.
(xx) In our opinion and according to the information and
explanations given to us, there is no unspent amount under sub-section (5) of section 135
of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the
Order are not applicable.
Annexure- 2
Report on the Internal Financial Controls with reference to
the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
Opinion
We have audited the internal financial controls with reference
to standalone financial statements of UNIMODE OVERSEAS LIMITED ("the
Company") as of 31st March 2023 in conjunction with our audit of the
financial statements of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects,
adequate internal financial controls with reference to standalone financial statements and
such internal financial controls were operating effectively as at 31 March 2023, based on
the internal financial controls with reference to standalone financial statements 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 (the "Guidance Note").
Managements and Board of Directors Responsibility for
Internal Financial Controls
The Companys management and Board of Directors are responsible
for establishing and maintaining internal financial controls based on the 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 (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 with reference to standalone financial statements based on our
audit. We conducted our audit in accordance with 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
with reference to standalone financial statements, 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 with reference to
standalone financial statements and their operating effectiveness. Our audit of internal
financial controls with reference to standalone financial statements included obtaining an
understanding of such internal financial controls, 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
standalone 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 with reference to standalone financial statements.
Meaning of Internal Financial Controls with reference to
standalone financial statements
A companys internal financial control with reference to
standalone financial statements is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of standalone
financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal financial control with reference to standalone
financial statements 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 standalone
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 standalone
financial statements.
Inherent Limitations of Internal Financial Controls with
reference to standalone financial statements
Because of the inherent limitations of internal financial
controls with reference to standalone financial statements, 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 with reference to standalone financial statements
may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
For Sunil Kumar Gupta & Co. |
Chartered Accountants |
Firm Regn No: 003645N |
Rahul Goyal |
Partner |
Membership No.: 540880 |
Place: New Delhi |
Date: 30.05.2023 |
ICAI UDIN: 23540880BGXMUG3530 |
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