To the Members of
VISTAR AMAR LTD.
Report on the audit of the Financial Statements
Opinion
We have audited the accompanying nancial statements of VISTAR AMAR LTD. ("the
Company"), which comprises the Balance Sheet as at 31 March 2023, the Statement of
Pro t and Loss and the Cash Flow Statement for the year then ended, and notes to the
nancial statements, including a summary of signi cant 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 nancial statements give the information required by the
Companies Act, 2013 (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 a
airs of the Company as at March 31, 2023, its pro t and cash ows for the year ended on
that date
Basis for opinion
We conducted our audit in accordance with the standards on auditing speci ed 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 nancial
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 nancial statements under the
provisions of the Act and the rules thereunder, and we have ful lled our other ethical
responsibilities in accordance with these requirements and the code of ethics.
We believe that the audit evidence we have obtained is su cient and appropriate to
provide a basis for our opinion.
Information other than the nancial statements and auditors report thereon
The Companys management & board of directors are responsible for the preparation
of the other information. The other information comprises of the information included in
the Companys Annual Report but does not include the nancial statements and our auditors
report thereon.
Our opinion on the nancial 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 nancial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the nancial statements or our knowledge obtained during 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.
Managements Responsibility for the Financial Statements
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 preparation
and presentation of these nancial statements that give a true and fair view of the nancial
position, nancial performance of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards speci ed under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015 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 nancial controls,
that were operating e ectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the nancial statements
that give a true and fair view and are free from material misstatement, whether due to
fraud or error.
In preparing the nancial 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 nancial
reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the nancial 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 in uence the economic decisions of users taken on the basis of
these nancial statements.
As part of an audit in accordance with SAs, the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in the audit report
under the provisions of the act and the Rules made there under, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the nancial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is su cient 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal nancial controls system in place and the operating e
ectiveness 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 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 signi cant 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 nancial 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 nancial statements,
including the disclosures, and whether the nancial 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 signi cant audit ndings, including any signi
cant de ciencies 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.
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 Act
2013, we give in "Annexure A", a statement on the matters speci ed in paragraphs
3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Pro t and Loss and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid nancial statements comply with the Accounting
Standards speci ed under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors as on 31
March 2023, taken on record by the Board of Directors, none of the directors are disquali
ed as on 31 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 nancial controls over nancial
reporting of the Company and the operating e ectiveness of such controls, refer to our
separate report in "Annexure B". Our report expresses an unmodi ed opinion on
the adequacy and operating e ectiveness of the Companys internal nancial controls over
nancial reporting and
(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, 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 nancial
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 are required to be transferred to the Investor
Education and Protection Fund of the Company.
(h) The management has represented that, to the best of its knowledge and belief, 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 intermediate shall:
Directly or indirectly lend or invest in other persons or entities identi ed in any
other manner whatsoever ("Ultimate Bene ciaries") by or on behalf of the
company.
Or provide any guarantee, security or the like to or on behalf or Ultimate Bene
ciaries.
(i) The management has represented that, to the best of its knowledge and belief, no
funds have been received by the Company from any other person 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 identi ed in any
manner whatsoever ("Ultimate Bene ciaries") by or on behalf of the funding Party
OR provide any guarantee, security or like from or on behalf of the ultimate bene
ciaries;
(j) based on such audit procedures as 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 (h) (i) & (ii) contain any material misstatement.
3. With Respect to the matters to be included in the Auditors Repost in accordance with
the Requirement of section 197(16) of the Act, as amended:
According to the information and explanation given to us and on the basis of our
examination of the records of the Company, managerial remuneration has been paid/provided
in accordance with the requisite approval mandated by the provision of section 197 read
with Schedule V of the Act.
|
For S. P. Gupta & Associates |
|
Chartered Accountants |
|
Firm Registration No: 103445W |
|
Preeti Parasrampuria |
|
Partner |
|
Membership No: 131204 |
| Mumbai |
UDIN : 23131204BGXSVJ5471 |
| Date: 30/05/2023 |
|
Annexure A to the Independent Auditors Report 31 March 2023
With reference to the Annexure A referred to in the Independent Auditors Report to the
members of the Company on the nancial statements for the year ended 31 March 2023, we
report the following:
i. According to the information and explanations given to us, the Company has
maintained proper records showing full particulars including quantitative details and
situation of xed assets.
As explained to us, physical veri cation of xed assets has been conducted by the
management during the year, which, in our opinion is reasonable having regard to the size
of the Company and nature of its assets. As explained to us, no material discrepancies
were noticed on such veri cation.
According to the information and explanations given to us, and on the basis of our
examination of the records of the Company, the title deeds of immovable properties as
disclosed in nancial statements are held in the name of the Company.
ii. The inventory has been physically veri ed by the management during the year. In our
opinion, the frequency of such veri cation is reasonable. According to the information and
explanations given to us and as examined by us, no material discrepancies were noticed on
such veri cation.
iii. According to information and explanation given to us, the company has not granted
any loan, secured or unsecured to companies, rms, limited liability partnership or other
parties covered in the register required under section 189 of the Companies Act, 2013.
Accordingly, paragraph 3(iii) of the order is not applicable and hence not commented upon.
iv. In our opinion and according to the information and explanations given to us, the
Company has not granted any loan, given any guarantee or provided any security for loans
taken by others or made any investments covered under Section 185 and 186 of the Act, as
applicable. Accordingly, paragraph 3 (iv) of the Order is not applicable to the Company.
v. In our opinion, and according to the information and explanations given to us, the
Company has not accepted deposits in terms of the directives issued by the Reserve Bank of
India or under the provisions of Sections 73 to 76 or any other relevant provisions of the
Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not
applicable to the Company.
vi. The Central Government has not prescribed the maintenance of cost records under
Section 148(1) of the Act for any of the products manufactured/ services rendered by the
Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.
vii (a) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, amounts deducted/accrued in the books of
account in respect of undisputed statutory dues including Income Tax, Duty of customs,
Goods and Service tax and other material statutory dues have generally been regularly
deposited during the year by the Company with the appropriate authorities. As explained to
us, the Company did not have any dues on account of Cess.
According to the information and explanations given to us, no undisputed amounts
payable in respect of Income-tax, Duty of customs, Goods and Service tax Cess and other
material 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, there are no dues of
Income-tax, Duty of customs and Goods and Service Tax which have not been deposited with
the appropriate authorities on account of any dispute as at 31 March 2023.
viii. The Company has not surrendered or disclosed any transaction, previously
unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961
as income during the year. Accordingly, the requirement to report on clause 3(viii) of the
Order is not applicable to the Company.
ix. a. In our opinion and according to the information and explanations given to us,
the Company has not defaulted or delayed in repayment of loans or interest to any lenders
during the year.
b. The Company is not declared as wilfull defaulter by any bank or nancial institution
or other lenders c. During the year company did not raise any term loan. Accordingly para
3(ix)(c ) is not applicable.
d. During the year the company has not raised any new working capital loan.
e. 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. Accordingly para
3(ix)(e ) is not applicable.
f. The company has not raised loans during the year on the pledge of securities held in
its subsidiaries, joint ventures or associate companies. Accordingly para 3(ix)(e ) is not
applicable.
x. According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not raised any moneys by way of
initial public o er or further public o er (including debt instruments) and has not
obtained any term loans during the year. Accordingly, paragraph 3(x) of the Order is not
applicable to the Company.
xi. According to the information and explanations given to us, no fraud by the Company
or on the Company by its o cers or employees has been noticed or reported during the
course of our audit. Further the company has not received any whistle-blower Complaints
during the year. Accordingly, paragraph 3(xi) of the order is not applicable to the
Company.
xii. In our opinion and according to the information and explanations given to us, the
Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not
applicable to the Company.
xiii. According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are in
compliance with Sections 177 and 188 of the Act, where applicable, and details of such
transactions have been disclosed in the nancial statements as required by the applicable
accounting standards.
xiv. In our opinion and based on our examination, though the company is required to
have an internal audit system under section 138 of the Act, it does not have the same
established for the year.
xv. According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not entered into any non-cash
transactions with directors or persons connected with them. Accordingly, paragraph 3(xv)
of the Order is not applicable to the Company.
xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of
1934) are not applicable to the Company. Accordingly, the requirement to report on clause
(xvi) of the Order is not applicable to the Company.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance
activities without obtained a valid Certi cate 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 as de ned in the regulations made by
Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the
Order is not applicable to the Company.
(d) The Group does not have more than 1 CIC as its part. Accordingly, paragraph xvi (d)
is not applicable to the Company.
xvii. According to the information and explanation given to us, the company has not
incurred any cash losses during the year or in the previous year.
xviii. There has been no resignation of the statutory auditor of the company during the
year. Accordingly, paragraph xviii of the Order is not applicable.
xix. On the basis of the nancial ratios disclosed in Note No. 31 to the nancial
statements and expected dates of realization of nancial assets and payment of nancial
liabilities, other information accompanying the nancial 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 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. xx. a) As section
135 of the Act is not applicable to the company, paragraph 3 (xx) (a) of the Act is not
applicable.
(b) As section 135 of the Act is not applicable to the company, paragraph 3 (xx) (b) of
the Act is not applicable.
xi. The accounts are standalone nancials and there has not been any consolidation of
accounts of any other companies with the company hence, clause 3(xxi) is not applicable
with respect to Companies (Auditors Report) Order (CARO) reports of the companies
included in the consolidated nancial statements.
|
For S. P. Gupta and Associates |
|
Chartered Accountants |
|
Firm Registration No: 103445W |
| Mumbai |
Preeti Parasrampuria |
| Date: 30/5/2023 |
Partner |
|
Membership No: 131204 |
Annexure B to the Independent Auditors Report of even date on the Financial statements
of Vistar Amar Ltd. 31 March 2023
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 nancial controls over nancial reporting of VISTAR AMAR
LTD. ("the Company") as of 31 March 2023 in conjunction with our audit of the
nancial 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
nancial controls based on the internal control over nancial 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 (ICAI). These responsibilities include
the design, implementation and maintenance of adequate internal nancial controls that were
operating e ectively for ensuring the orderly and e cient 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 nancial information, as required under the
Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal nancial controls
over nancial 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 Act, to the extent applicable to an audit of
internal nancial 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 nancial controls over
nancial reporting was established and maintained and if such controls operated e ectively
in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal nancial controls system over nancial reporting and their operating e
ectiveness. Our audit of internal nancial controls over nancial reporting included
obtaining an understanding of internal nancial controls over nancial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and
operating e ectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the nancial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is su cient and appropriate to
provide a basis for our audit opinion on the Companys internal nancial controls system
over nancial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal nancial control over nancial reporting is a process designed to
provide reasonable assurance regarding the reliability of nancial reporting and the
preparation of nancial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal nancial control over nancial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly re ect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of nancial 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 e ect on the nancial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal nancial controls over nancial
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 nancial controls over nancial
reporting to future periods are subject to the risk that the internal nancial control over
nancial 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, the Company has, in all material respects, an adequate internal nancial
controls system over nancial reporting and such internal nancial controls over nancial
reporting were operating e ectively as at 31 March 2023, based on the internal control
over nancial 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.
|
For S. P. Gupta & Associates |
|
Chartered Accountants |
|
Firm Registration No: 103445W |
|
Preeti Parasrampuria |
|
Partner |
| Mumbai |
Membership No: 131204 |
| Date: 30/05/2023 |
|
+91-9892691696
