1. I have audited the accompanying standalone financial result of SUN RETAIL LIMITED (the company) for the year ended 31st March, 2024 which comprise the balance sheet as at 31 March 2024, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information ("the Financial Statements”).
2. In my opinion and to the best of my information and according to the explanations given to me these standalone financial statement, except for the matters pointed out in basis of qualified opinion paragraph, 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 affairs of the Company as at March 31, 2024, its Profit and cash flows for the year ended on that date.
3. As per MCA Notification dated February 16, 2015, the companies whose shares are listed on SME Platform as referred to chapter XB of SEBI (ICDR) Regulation, 2009 are exempted from compulsory adoption of IND-AS and as the company falls under exempt category, it has not adopted IND-AS for preparation of financial statement.
Basis of Qualified Opinion:
4. I conducted my audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). My responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of my report. I am 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 my audit of the financial results under the provisions of the Companies Act, 2013 and the Rules there under, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. I believe that the audit evidence I have obtained are sufficient and appropriate to provide a basis for my qualified opinion as stated in the report.
1) During the year under consideration company has adjusted its outstanding liability towards TJR Agrocom Pvt Limited by otherwise than cash. The total liability adjusted by way of book entry is Rs. 4,30,00,000. As per the management explanation the transaction relates to prior period and company has paid deposit through bank entry. I have not been provided with any audit evidence in this regard and hence unable to comment in detail on the same.
2) During the year under consideration company has settled its liability towards Raj Traders of Rs. 5,00,000/- against its debtor Alpesh Trader for Rs. 4,85,242 in full and final settlement and has received waiver of Rs. 14,757/-. I have not been provided with confirmation of parties for this transaction. In absence of any clear audit evidence regarding existence of right to receive from debtor, liability to pay toward creditors and consent of parties for recorded settlement, I am unable to comment upon existence, reliability and accuracy of recorded transaction.
3) I have not been provided with clear classification of creditors such as creditor for expenses and creditor for goods. Thus, I am unable to comment upon. I have not been provided with classification of creditors and as per management representation all creditors are other than registered under MSMED Act. Thus in absence of clear audit evidence in this regard I am unable to determine the delay in making payment to MSME entities, liability of interest and compliance on such delayed payments in terms of provisions 6f MSMED Act, if any.
4) During the year company has written off its liability towards Oasis Tradelink Ltd. Worth Rs. 26569604/-. The management has taken this decision on the basis of fact that liquidation process has been initiated against the creditor Oasis Tradelink Ltd. As per management the liability was disputed and thus company is not liability to pay. As per management they have not received any communication from appointed liquidator. Liquidation process has been initiated against creditor Oasis Tradelink Ltd. and matter is admitted and pending before NCLT Ahmedabad- case number CP(IB) 433 of 2018. However, I have not been provided with anu audit evidence regarding existence of dispute, communication records with liquidator and thus I am unable to comment on this adjustment. In case liability arise in future then this may impact financial position adversely.
5) Significant number of creditors are outstanding for more than 2 years. Moreover, as the amount remains outstanding for more than six months; the input tax credit availed in relation to these transactions needs to be reversed as required under GST Laws. This may impact financial statement adversely. In absence of clear bifurcation of Input Tax Credit in the books of account, I am unable to quantify effect of the same.
6) During the year company has adjusted prior period wrong accounting entry against its deposit - Performance Security (GSDM)-2. Company has adjusted total Rs.32,67,289. This has resulted into decrease in assets by Rs. 32,67,289. I have not been provided with any supportive audit evidence in relation to this transaction.
Hence, I am unable to comment upon existence, accuracy, and value involved in the transaction.
7) The closing stock includes significant quantity of slow or non-moving goods. The slow and non-moving goods are identified on the basis of its movement during reporting period. Closing stock includes total 53 items of stock worth Rs. 9918167.67/- for which no single transaction is observed during the reporting period. It constitutes almost 72% of the closing stock. Company may have to reverse input tax credit availed and utilized, if any, for this non or slow-moving goods. This indicates doubt on marketability of the goods. I have not been given an opportunity to physically verify these items and thus I am unable to comment upon its existence, accuracy and realizability of the slow and non-moving stock. This may affect financial statement adversely.
8) The amount recorded as balance receivable from revenue is on the basis of management representation and are not in conformity with records of income tax and GST department. I have not been provided any audit evidence in this regard and thus, I am unable to comment upon existence, realizability, accuracy of the same.
9) Company has obtained DDU-GKY project from Gujarat Livelihood Promotion Company Limited for skilling Rural Youth in the state of Gujarat and project from Government of Jammu and Kashmir for skill development and has recorded grant income of Rs. 48138797/- from these projects. This income has been recorded as grant income under head other income. Debtor includes amount receivable from Gujarat Skill Development Mission Rs. 1,73,28,087 and Grant receivable Rs. 3,94,46,103. Company has incurred total booked skilled development expenses of Rs. 3,67,49,375 as expenses in profit and loss account of which significant amount remains payable. I have not been provided audit evidence highlighting detailed terms and conditions regarding recoverability of this grant. Thus, I am unable to comment upon the same.
10) There were no sale transactions during first five months of year under audit. Total revenue recoded against head sale of services comes from transaction executed during last seven month of the year. The indicates unusual trend in the sales.
11) The total profit of the company for the period includes more than forty percent on account of book adjustment entries regarding writing of debtors and creditor.
5. Key Audit Matter
Key audit matters are those matters that, in my professional judgment, were of most significance in my audit of the Financial Statements of the current year. These matters were addressed in the context of my audit of the Financial Statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters. The key audit matters are as under:
1. Closing Inventory:
The closing inventory includes slow and non-moving inventories. Further GST certificate contains no address where such huge inventories can be kept. Company has maintained its inventory in the custody of third party.
In my view it is considered as key audit matter because there is risk of non¬ existence or deficit in physical inventory. Further there is possibility of over or under reporting of value of inventories. This will affect the financial statement adversely.
My audit procedure in this case includes examination of custody related documents with the third party and physical verification of inventories.
2. Unusual Movement in Sales:
Company has not booked any sales during first five months of the current financial year. Moreover, there is significant increase in sales volume as compared to previous year.
In my view it is considered as key audit matter because there is risk of over statement or understatement of revenue. There is no comparative significant recoveries in debtors.
My audit procedure in this case includes examination of statutory records to ensure proper recording of revenue and verification of confirmation from debtors to ensure genuineness of transactions.
6. Other Information
The Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the Financial Statements and my auditors' report thereon.
My opinion on the Financial Statements does not cover the other information and I do not express any form of assurance conclusion thereon.
In connection with my audit of the Financial Statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information;
I am required to report that fact. I have nothing to report in this regard, except reported in the basis for qualified opinion paragraph.
7. Management's Responsibilities for the Standalone Financial Results
1. The Company's 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 of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the
accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.
2. In preparing the standalone financial results, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
3. The Board of Directors are also responsible for overseeing the Company's financial reporting process.
8. Auditor's Responsibilities for the Audit of the Standalone Financial Results
My 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 auditor's report that includes my 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, I exercise professional judgment and maintain professional scepticism throughout the audit. I 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 my 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) the Act, I am also responsible for expressing my opinion on whether the Company has adequate internal financial controls with reference to Financial Statements 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 the management.
d) Conclude on the appropriateness of the management's 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 Company's ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditor's report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor's 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.
f) I 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 I identify during my audit.
g) I also provide those charged with governance with a statement that I 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 my independence, and where applicable, related safeguards.
h) From the matters communicated with those charged with governance, I determine those matters that were of most significance in the audit of the Financial Statements of the current year and are therefore the key audit matters.
I describe these matters in my auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
9. Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order, 2020 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act,
I give in the "Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, I report that:
a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.
b) In my opinion, proper books of account as required by law have been kept by the Company so far as it appears from my examination except for those books for the matters stated in the paragraph 10(h) below, on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c) The balance sheet, the statement of profit and loss including other comprehensive income, the statement of changes in equity and the cash flow statement dealt with by this Report are in agreement with the books of account.
d) In my opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 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 Financial Statements of the Company and the operating effectiveness of such controls, refer to my separate Report on internal financials control over financials reporting as per Annexure-2; and
g) In my opinion and according to the information and explanations given to me, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. Company has paid sitting fees to its directors.
h) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 9(b) above on reporting under section 143(3)(b) of the Act and paragraph 10(h) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
10. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of information and according to the explanations given to me:
a) The Company does not have any pending litigations which would impact its financial position.
b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
d) The management has represented that 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 person(s) or entity(ies), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Based on reasonable audit procedures adopted by me, nothing has come to my notice that such representation contains any material misstatement.
e) The management has represented that no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Based on reasonable audit procedures adopted by me, nothing has come to my notice that such representation contains any material misstatement.
f) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to my notice that has caused me to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
g) In my opinion and according to the information and explanations given to me, no dividend has been declared and / or paid during the year by the Company.
h) Based on my examination, which included test checks, the Company has not used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Thus, I am unable to comment upon incidence of tempering with audit trail.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024
Place: Ahmedabad As per my attached report of even date
Date: 30.05.2024 For, N.S. NANAVATI & CO.,
Chartered Accountants Firm No. 134235W
(CA NITESH NANAVATI) (Proprietor) M No:- 143769 UDIN: 24143769BKFPCD4017 Place: Ahmedabad Date: 30.05.2024
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