Uniworth Ltd Auditor Reports

TO THE MEMBERS OF UNIWORTH LIMITED

Report on the Standalone Financial Statements Qualified Opinion

We have audited the standalone financial statements of UNIWORTH LIMITED ("the Company"), which comprise the balance sheet as at 31^st March, 2024, and the statement of Profit and Loss, (statement of changes in equity) and the 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 (hereinafter referred to as "the Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements 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 31^st March, 2024 and loss, (changes in equity) and its cash flow for the year ended on that date.

Basis for Qualified Opinion

1. In view of the circumstances stated in Note No 46 the original books of accounts of the Company were not available and we have conducted our audit on the basis of available books of accounts prepared by the Company.

2. Note No-34, regarding submission of details of secured loan for registration of charges with register of company (ROC).Which is not agreement with the available books of accounts prepared by the company, stated in Note No-46 and in respect of which we are unable to form any opinion as to the non agreement with the books of account and reasons for dissatisfaction on of charges stated therein.

3. In view of the matters specified in Note No 46 and Note 9(4)(v) of the Financial Statements, we are unable to express our opinion regarding the reported amounts accompanying disclosure and recoverability of Trade Receivable.

4. Footnote No.1 and 4 (i), (ii), (iii) and (iv) of Note No. 9 regarding overdue Export Bills amounting to Rs 56445.64 lacs outstanding for long which, in our opinion, are doubtful of recovery against which adequate provision has not been made in the financial statements.

5. Footnote 1 of Note No.12 regarding Claims Receivable amounting to Rs. 689.36 lacs due from various banks outstanding for long which in our opinion are doubtful of recovery against which adequate provision has not been made in the financial statements.

6. Footnote 2 and 3 of Note No.13 regarding Advance to suppliers and Miscellaneous Advance of Rs. 7.90 lacs and Rs. 3494.75 lacs due from certain parties and Footnote 1 of Note No13 regarding Advance relating to Companies of Rs. 1744.93 lacs respectively which, in our opinion, are considered doubtful of recovery against which, adequate provision has not been made.

7. Footnote of Note No.7 regarding Miscellaneous Advance under Other Non Current Assets off Rs. 4.94 lacs due from certain parties which, in our opinion, are considered doubtful of recovery against which, adequate provision has not been made.

8. Footnote 2 of Note No. 10 relating to non-accounting in an earlier year of withdrawals

/ other transactions from certain Bank accounts due to reasons stated on the said Note 10 (2).

9. In absence of any workings for impairment of assets as per Indian Accounting Standard (Ind AS) 36 Impairment of Assets, the impact of such impairment is not ascertainable.

10. Non-provision / non-compliance of items indicated in (3) to (7) above constitute a departure from the Accounting Standards referred to in Section 133 of the Act. Without considering item Nos (1),(2),(6) and (7), ) above, whose impact on the Company’s Statement of Profit and Loss is presently non-ascertainable, had the provisions indicated in item Nos. (2) to (3) been made, (i) Loss for the year would have increased by Rs. 62387.51 lacs (ii) Trade Receivables would have been decreased by Rs.56445.64 lacs (iii) Other Financial Assets would have been decreased by Rs.689.36 lacs (iv) Other Current and Non Current Assets would have been decreased by Rs.5252.51lacs (v) The Retaining Earnings/(-)Loss would have been higher by(-)Rs.62387.51 lacs

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s 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 Companies Act, 2013 and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion there on, in addition to the matter described in the Basis for Qualified Opinion section; we have determined the matters described below to be the key audit matters to be communicated in our report.

1. Following Notes to the Financial Statements describe the uncertainty related to the outcome of the lawsuits /other legal matters indicated therein:

1. Footnote (2) of Note No. 9 regarding pending adjustments of Sundry Debtors against supplies and other liabilities etc. due to the buyers. In absence of final settlement with the parties and non-receipt of necessary approval from concerned regulatory authority, extent of the amount of adjustments so required could not be ascertained.
2. Footnote to Note No.18 regarding estimated amount of Rs. 8722.28 lacs provided during the year 2002-03 as sales claims and commissions relating to earlier years from overseas customers of the Company which is pending for final settlement. Necessary adjustments for such claims and commissions will be made after final settlement and obtaining necessary approval from the concerned regulatory authority.
3. Note No. 39 regarding legal recourse taken by certain banks and financial institutions for recovery of their dues and the matter is sub-judice as stated in the said Note.
4. Note No. 40 regarding applications made by the Company with the Reserve Bank of India from time to time for extension / setting off of certain overdue bills.
5. Matters disclosed in Note No. 31 relating to Entry Tax, Central/Commercial Sales Tax Demands, Customs Demands, Professional Tax/Labour Cases/Water Cess, Electricity Duty, etc., disclosed under Contingent Liabilities, which are contested by the Company and pending before various forums / authorities for final decisions.

(f) Note No. 20(1) regarding application filed against the company before Debt Recovery Tribunal for recovery of the dues by certain banks.

(g) Note No. 8 (2) regarding Inventory lying with a third party, realisability and future usage of which is not presently ascertainable.

(h) Note No.13 (5) regarding Transfer of Fixed Assets awaiting necessary adjustment.

2. Note No.16 (Footnote 3), Note No. 20 (Footnote 2) and Note No. 10 (Footnote 1 and 3) and Note No-11 (Foot Note-1) to the financial statements regarding non-receipt of confirmations in respect of borrowings from banks/Financial Institutions and also debit balances in certain current accounts with banks due to restructuring being in progress, book balances thereof have been relied upon.

3. Note No 35 regarding balance with a related party under reconciliation

4. In absence of any relevant documents and adequate information relating to matter specified in Note No - 41 & 42. We are unable to form to any opinion in these respects.

5. Footnote 2(a) of Note No.16 regarding payments made to ARCIL by certain parties on behalf of the Company, confirmations of which from the respective parties are awaited.

6. Non provision of interest for secured lenders in view of facts stated in Note No 47.

7. Note No 10 (3) regarding debit balance of certain current accounts with banks which are inoperative.

8. Note No.42 to the financial statements regarding preparation of these financial statements on Going Concern basis for the reasons stated therein as also the fact that the Company has accumulated losses and its net worth has been fully eroded Further the Company has incurred net loss during the current and previous years, and the

Company’s current liabilities exceeded its current assets as at the Balance Sheet date.

These conditions, along with other matters set forth in Notes to Financial Statements, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Our opinion is modified in respect of these matters.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the

Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s 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 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.

Management’s Responsibility for the Standalone Financial Statements

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 standalone financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with6 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 statement 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 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 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 Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtained reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue and auditor’s report that includes our opinion. Reasonable assurance is a high label of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatement can arise from fraud or error and are considered material if, 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 scepticism 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 financial controls 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.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of 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 we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s 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 standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone 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.

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 of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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

i) As required by the Companies (Auditor’s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act, we enclose in the Annexure A a statement on the matters specified in the said Order, to the extent applicable to the Company.

ii) As required by Section 143(3) of the Act, we report that

a) We have sought and, except for the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, 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 Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement Cash Flows dealt with by this Report are in agreement with the books of account;

d) Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act,

e) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

f) The matters described in sub-paragraph (1) under the Key Audit Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

g) On the basis of written representations received from the Directors as on 31^st March, 2024 taken on record by the Board of Directors, none of the Director is disqualified as on 31^st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

h) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B.

1. With respect to the other matters to be included in the Auditor’s 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.

j) 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,as amended, in our opinion and to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financial position, wherever ascertainable. Refer Note No -31.
2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss

iii. The Company has not transferred any amount to Investor Education and Protection Fund (Refer to Footnote No. 1 to Note No.16)

iv.(a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity ("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;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity ("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;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. (d) The company has neither declared nor paid any dividend during the year.

v. As stated in Note No.49 of the accompanying standalone financial statements are based on our examination, which included test checks, the Company have used accounting software, Enterprise Resource Planning (ERP) for maintaining its books of account for the financial year ended 31^st March, 2024 which has not a feature of recording audit trail (edit log) facility and the same has not been operated throughout the year for all relevant transactions recorded in the software, then Rule 3(1) of the Companies (Accounts) Rules, 2014 is not complied with. However, we are unable to comments on the audit trail feature being tampered with or not.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1^st April, 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 or the financial year ended 31^st March, 2024.

	For KHANDELWAL RAY& CO.
	Chartered Accountants
	FR No. 302035E
	(CA Anirban Roy)
Place: Kolkata	Partner
Date: 30st May, 2024.	(Membership No. 066427)
	UDIN NO:

Annexure A to the Independent Auditors’ Report

The Annexure referred to in our report to the members of Uniworth Limited for the year ended 31^st March, 2024.

We report that:

(i) (a) (A) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment;	(a) At present the Company has not maintained any proper records showing full particulars, including quantitative details and situation of its fixed assets. Due to reason stated in Note No 46.
(B) whether the company is maintaining proper records showing full particulars of intangible assets;	(B) At present the Company has not maintained proper records showing full particulars of intangible assets. Due to reason stated in Note No 46.
(b) Whether these Property, Plant and Equipment have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;	(b)The physical verification of fixed assets could not be conducted due to reasons stated in Note No 46.
(c) whether the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company, if not, provide the details thereof in the format below:-	(c) According to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company, subject to charges created in favour of the lenders of the Company. Also refer note no 46
	Descri Gross Held Wheth Period indicate ption carryi in er held range, of ng name promo indica where proper value of ter, te appropr ty direct range, iate or or where Reason their appro for not relativ priate being e or held in emplo name yee of compan y*

(d) whether the company has revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year and, if so, whether the revaluation is based on the valuation by a Registered Valuer; specify the amount of change, if change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment or intangible assets;

(d)The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(e) whether any proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, if so, whether the company has appropriately disclosed the details in its financial statements;

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company made available to us no such cases has been found under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

 

(ii) (a) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether, in the opinion of the auditor, the coverage and procedure of such verification by the management is appropriate; whether any discrepancies of 10% or more in the aggregate for each class of inventory were noticed and if so, whether they have been properly dealt with in the books of account;	(a) Inventories of Raw Materials, Finished Goods, Work in Progress and Stores & Spares could not be physically verified due to reasons stated in Note No 46.
(b) Whether during any point of time of the year, the company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets; whether the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company, if not, give details	According to the information and explanations given to us and based on our examination of the available records of the Company stated in Note No 46, during any point of time of the year, the Company has not been sanctioned working capital limits in excess of 5 crore, in aggregate from banks or financial institutions.
(iii) whether during the year the company has made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties, if so,-	(iii) During the year the company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties.
(a) whether during the year the company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity [not applicable to companies whose principal business is to give loans], if so, indicate-	(a) No such cases
(A) the aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to subsidiaries, joint ventures and associates;	(A) No such cases
(B) the aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to parties other than subsidiaries, joint ventures and associates;	(B) No such cases
(b) whether the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the company’s interest;	(b) No such cases
(c) in respect of loans and advances in the nature of loans, whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular;	(c) No such cases

 

(d) if the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest;	(d) No such cases
(e) whether any loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties, if so, specify the aggregate amount of such dues renewed or extended or settled by fresh loans and the percentage of the aggregate to the total loans or advances in the nature of loans granted during the year [not applicable to companies whose principal business is to give loans;	(e) No such cases
(f) whether the company has granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment, if so, specify the aggregate amount, percentage thereof to the total loans granted, aggregate amount of loans granted to Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013;	(f) No such cases
(iv) In respect of loans, investments, guarantees, and security whether provisions of section 185 and 186 of the Companies Act, 2013 have been complied with. If not, provide the details thereof.	(iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 185 and 186 of the Act, with regard to loans and investments made.
(v) in respect of deposits accepted by the company or amounts which are deemed to be deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder, where applicable, have been complied with, if not, the nature of such contraventions be stated; if an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not;	(v) The Company has not accepted any deposit as directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder. Hence, reporting under clause 3(v) of the Order is not applicable
(vi) Where maintenance of cost records has been specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013 and whether such accounts and records have been so made and maintained.	(vi) The Central Government has specified maintenance of cost records under Section 148 (1) of the Companies Act, 2013. At present the company has not maintained any Cost Audit due to reasons stated in Note No 46.
(vii) (a) Whether the company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated;	(vii) (a) According to the available records of the Company, the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues, where applicable, except in the following cases which are outstanding for a period of more than six months from the date they became payable:

 

Particular	Amount (lacs)
VAT	6.87
Central Sales Tax	26.46
Electricity Duty & cess	185.69
Entry Tax Payable	57.11
Property Tax	10.43
GST	7.72
Provident Fund	2.03

 

(b) where statutory dues referred to in sub-clause (a) have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned (a mere representation to the concerned Department shall not be treated as a dispute);

(b) According to the available records of the Company, following statutory dues have not been deposited by the Company on account of disputes:

 

Nature of dues	Amoun t (Rs in Lakhs)	Year which it relates	Forum
Electricity Duty & Cess	915.26	2005	Bilaspur High Court.
Excise Duty	8.64	Prior to 2000	CESTAT, New Delhi
Excise Duty	4.96	95-96-97	Bilaspur High Court
Excise Duty	8.73	JUL94 & AUG94	Bilaspur High Court.
Excise Duty	26.47	95-96, 96-97	CESTAT, New Delhi
Excise Duty	2.03	JULY00 TO JUNE01	CESTAT, New Delhi
Excise Duty	32.88	April200 9 to March20 13	CESTAT, New Delhi
Excise Duty	714.00	2006-08	CESTAT, New Delhi
Customs Duty	243.27	March- 2005	CESTAT, New Delhi
Customs Duty	225.94	August- 1996	CESTAT, New Delhi
Customs Duty Entry Tax	338.30 57.11	20011-12 to 2014-15 1997-98	CESTAT, New Delhi Commissio ner of Commerci al Tax.
CG VAT	2.24	1995-96	Commissio ner of Commerci al Tax.
CST	32.92	193-94-95	Commissio ner of Commerci al Tax.
CST	165.56	2007-08 & 2010-11	Commissio ner of Commerci al Tax.
CST	9.50	2002-03 to 2003-04	Bilaspur High Court
Entry Tax	90.48	1993-94 to 1997-98	Commissio ner of Commerci al Tax.

 

(viii) whether any transactions not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), if so, whether the previously unrecorded income has been properly recorded in the books of account during the year;	(viii) According to the information and explanations given to us and based on our examination of the records of the Company, No such cases have been found during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
(ix) (a) whether the company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender, if yes, the period and the amount of default to be reported as per the format below:-	(ix) The Company has defaulted in repayment of dues to financial institutions, banks and debenture holders as under:

 

Natur e of borro wing, includ ing debt securit ies

Name of lender * *lende r wise details to be provid ed in case of defaul ts to

Amou nt not paid on due date

Wheth er princi pal or interes t

No. of days delay or unpai d

Remar ks, if any

 

As per Original Agreement, all the following

Term Loans have become due for repayments.

However, the Company’s negotiations with the term lenders for rescheduling / restructuring is in process:

 

Nature of Borrowing including debt securities Term Loan	Amount not paid on due date(Rs in Lacs) *	Remarks
i) Financial Institution		Balance is lying for a long period. Numbers of days delay not ascertainabl e.
a) ICICI Principal Interest	18181.92 2120.17
b) IDBI Principal Interest	2071.47 6884..09
c) IIBI Principal Interest	1000.00 3587.47

 

ii) Bank State Bank of India		DO
Principal	9090.95
Interest	1345.64
Working Capital		DO
Loan
i) Bank
a) ABN Amro
Bank
Principal	901.19
Interest	4099.61
b) Allahabad Bank
Principal	967.83
Interest	5136.90
c) Bank of Rajasthan
Principal	347.74
Interest	1209.76
d) Centurion Bank
Principal	975.68
Interest	2086.28
e) Deutsche Bank
Principal	481.18
Interest	2368.36
f) Federal Bank
Principal	987.03
Interest	2915.08
g) HSBC Bank

 

Principal	1010.79
Interest	8561.23
h) HDFC Bank
Principal	972.55
Interest	4292.62
i) State Bank of India
Principal	8815.05
Interest	19733.59
j) State Bank of Mysore
Principal	846.49
Interest	3406.80
k) UTI Bank
Principal	962.10
Interest	3558.93
l) United Bank of India
Principal	1895.00
Interest	6701.57
m) UTI Bank - PCFC
Principal	175.72
Interest
n) Bank of America
Principal	372.44
Interest	1315.99
Bank Overdraft		DO

 

ABN Amro Bank	80.29
Allahabad Bank	385.82
Centurian Bank	57.34
Deutches Bank	176.06
Federal Bank	1.30
HSBC Bank	3606.81
HDFC bank	497.47
Indusind Bank	0.12
State Bank of India	3967.88
State Bank of Mysore	162.99
United Bank of India	238.42
Nov-convertible		DO
Part C Redeemable
Debenture
Principal	1900.13
Interest	196.87
Loan Repayable on Demand ( Short Term Borrowing)	**

 

	* Refer Note No 16.
	** Refer Note No.20(1)
(b) whether the company is a declared wilful defaulter by any bank or financial institution or other lender;	(b) According to the information and explanations given to us and based on our examination of the records of the Company. The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(c) whether term loans were applied for the purpose for which the loans were obtained; if not, the amount of loan so diverted and the purpose for which it is used may be reported;	(c) According to the information and explanations given to us and based on our examination of the records of the Company. At present the Company having no Term Loans so reporting this clause is not applicable.
(d) whether funds raised on short term basis have been utilised for long term purposes, if yes, the nature and amount to be indicated;	(d) On an overall examination of the financial statements the Company, has no funds raised on short term basis so reporting of this clause is not applicable.
(e) whether the company has taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures, if so, details thereof with nature of such transactions and the amount in each case;	(e) On an overall examination of the financial statements the Company the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries

 

(f) whether the company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, if so, give details thereof and also report if the company has defaulted in repayment of such loans raised;	(f) The Company has not raised any such loans during the year and hence reporting on clause 3(ix)(f) of the Order is not applicable.
(x) (a) whether moneys raised by way of initial public offer or further public offer (including debt instruments) during the year were applied for the purposes for which those are raised, if not, the details together with delays or default and subsequent rectification, if any, as may be applicable, be reported;	(a) The Company did not raise any money by way of initial public offer of further public offer (including debt instruments) during the year.
(b) whether the company has made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and if so, whether the requirements of section 42 and section 62 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were raised, if not, provide details in respect of amount involved and nature of non-compliance;	(b) The company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.
(xi) (a) Whether any fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated;	(xi) Based upon the audit procedure performed and the information and explanation given by the Company, we report that no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially misstated.
(b) Whether any report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;	(b) 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 (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.
(c) Whether the auditor has considered whistle-blower complaints, if any, received during the year by the company;	(c) According to the information and explanations given to us and based on our examination of the records of the Company made available to us the Company has not received any whistleblower complaints during the year (and up to the date of this report), while determining the nature, timing and extent of our audit procedures.
(xii) a) Whether the Nidhi Company has complied with the Net Owned Funds to Deposits in the ratio of 1: 20 to meet out the liability; (b) Whether the Nidhi Company is maintaining ten per cent. unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability; (c) Whether there has been any default in payment of interest on deposits or repayment thereof for any period and if so, the details thereof;	(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) (a),(b)&(c) of the Order is not applicable.
(xiii) Whether all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;	(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 financial statements as required by the applicable accounting standards.

 

(xiv) (a) whether the company has an internal audit system commensurate with the size and nature of its business;	(a) According to management the internal audit functions could not be carried out during the year due to reason stated in Note No 46.
(b) whether the reports of the Internal Auditors for the period under audit were considered by the statutory auditor;	(b) In view of the above, no internal audit report is available for the year under audit.
(xv) Whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether the provisions of section 192 of Companies Act, 2013 have been complied with;	(xv) In our opinion during the year the Company has not entered into 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.
(xvi) (a) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) and if so, whether the registration has been obtained;	(xvi) (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b), (c) and (d) of the Order is not applicable
(b) whether the company has 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;
(c) whether the company is a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, if so, whether it continues to fulfil the criteria of a CIC, and in case the company is an exempted or unregistered CIC, whether it continues to fulfil such criteria;
(d) whether the Group has more than one CIC as part of the Group, if yes, indicate the number of CICs which are part of the Group; (xvii) whether the company has incurred cash losses in the financial year and in the immediately preceding financial year, if so, state the amount of cash losses;	(xvii) The Company has incurred cash losses in the financial year and in the immediately preceding financial year Rs.110.34 lakhs and Rs.164.61 lakhs respectively.
(xviii) whether there has been any resignation of the statutory auditors during the year, if so, whether the auditor has taken into consideration the issues, objections or concerns raised by the outgoing auditors;	(xviii) There has been no resignation of the statutory auditors during the year.
(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditor’s knowledge of the Board of Directors and management plans, whether the auditor is of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date;	(xix) On the basis of the financial ratios, ageing and expected dates 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, it has come to our attention which causes us to believe that material uncertainty exists as on the date of the audit report and we are unable to express our opinion that Company is able in 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) whether, in respect of other than ongoing projects, the company has transferred unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act;	(a) Not applicable.
(b) whether any amount remaining unspent under sub- section (5) of section 135 of the Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance with the provision of sub_section (6) of section 135 of the said Act;	(b) Not applicable.

For KHANDELWAL RAY & CO.

Chartered Accountants Firm Reg.No: 302035E

CA.Anirban Roy

(Partner)

Membership No: 066427.

Annexure - B to the Auditors’ Report

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 financial controls over financial reporting of Uniworth Limited ("the Company") as of 31 March 2024 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘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 company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial 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 Companies Act, 2013, to the extent applicable to an audit of internal financial 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 financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the available books of account prepared by the Company, stated in Note No.46 of the financial statement and information and explanations given to us and based on our audit, the following material weaknesses have been identified in the operating effectiveness of the Company’s internal financial controls over financial reporting as at March 31, 2024.

1. The Company’s internal financial controls over customer acceptance, credit evaluation and establishing credit limits for sales in respect of certain very old debts were not operating effectively which could potentially result in the Company’s recognising revenue without establishing reasonable certainty of ultimate collection;

2. The Company’s internal financial controls over payment of certain long outstanding advances to parties particularly with regard to the terms and conditions of making such advance payments by the Company were not operating effectively which could potentially result in materially affecting the Company’s working capital and expense account balances.

3. The Company’s internal financial controls over certain long outstanding creditors for expenses particularly with regard to the adequacy for such expenses as also obtaining confirmations from the creditors were not operating effectively which could potentially result in materially affecting the Company’s working capital and expense account balances.

4. The Company’s internal financial controls over accounting software for maintaining its books of accounts which has not feature of recording audit trail (edit log) facility and the same has not been operated throughout the year all relevant transactions recorded in the software, which could potentially result in material misstatement in the company’s audit trail feature.

	For KHANDELWAL RAY & CO.
	Chartered Accountants
	Firm Reg.No: 302035E
	(CA Anirban Roy)
Place : Kolkata	(Partner)
Date: 30th May , 2024	Membership No: 066427