To the Members of
Waaree Technologies Limited
(Formerly Known as H. K. Trade International Ltd) Mumbai
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of Waaree Technologies Limited(Formerly known as H K Trade International Limited) ("the Company")which comprise the balance sheet as at March 31 2019 the statement of profit and lossand the statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation.
In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Companies Act2013 as amended ("the Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2019; and its profit / (loss) and cashflows for the year ended on that date.
Basis for opinion
We have conducted our audit of the financial statements in accordance with theStandards on Auditing ("SAs") as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Financial Statements' section of our report. We areindependent of the Company in accordance with the 'Code of Ethics' issued by the Instituteof Chartered Accountants of India together with the ethical requirements that are relevantto our audit of the financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read with theCompanies (Accounts) Rules 2014.
This responsibility also includes the maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding of the assets of the Company andfor preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error. In preparing the financial statements themanagement is responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign 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 hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence 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 subsection (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 and 4 of the order.
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 bestof our knowledge and belief were necessary for the purpose of our audit;
b) in our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books. c) the balance sheet thestatement of profit and loss and the statement of cash flows dealt with by this report arein agreement with the books of account.
d) in our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014;
e) on the basis of written representations received from the directors as on 31 March2019 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2019 from being appointed as a director in terms of Section 164(2) of theAct;
f) With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B".
g) In our opinion the managerial remuneration for the year ended 31st March 2019 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofSection 197 read with Schedule V of the Act;
h) with respect to the other matters to be included in Auditors Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to explanations given to us:
i. The Company does not have any pending litigations which would impact its financialposition;
ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
For R T Jain & Co. LLP Chartered Accountants FRN : 103961W / W100182 Sd/-(CABankim Jain) Partner Mem No. : 139447
Mumbai May 14 2019
ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT
Referred to in paragraph 1 under the heading "Report on Other Legal and RegulatoryRequirements" of our report of even date on the accounts of the company for the yearended 31st March 2019
On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit we report that: i.(a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
(b) As explained to us fixed assets have been physically verified by the managementduring the year; no material discrepancies were noticed on such verification.
(c) Based on our audit procedures and the information and explanation received by uswe report that the company does not own any immovable properties held as fixed assets.Thus no opinion on the validity of the title of the company on immovable properties isgiven. ii. (a) As explained to us inventories have been physically verified during theyear by the management at reasonable intervals.
(b) In our opinion and on the basis of our examination of the records no materialdiscrepancy was noticed on physical verification of stocks by the management as comparedto book records. iii. According to the information and explanations given to us and on thebasis of our examination of the books of account the Company has not granted any loan toany associate concern covered in the register maintained under Section 189 of theCompanies Act 2013. iv. The company has not given any loans made any investments orprovided any guarantee and security under section 185 and section 186 of Companies Act2013. v. In our opinion the company has not accepted any deposits within the meaning ofRule 2 (b) of Companies (Acceptances of Deposits) Rules 2014. vi. According to theinformation and explanations provided by the management no cost records have beenprescribed under section 148(1) of the Companies Act 2013 in respect of products of theCompany. vii. (a) According to the records of the company undisputed statutory duesincluding Provident Fund Investor Education and Protection Fund Employees' StateInsurance Income-tax Sales-tax Service Tax Goods and Service Tax Custom Duty ExciseDuty cess to the extent applicable and any other statutory dues have generally beenregularly deposited with the appropriate authorities. According to the information andexplanations given to us there are following outstanding statutory dues as on 31st ofMarch 2019 for a period of more than six months from the date they became payable.
|Particulars ||Amount |
|Sales Tax Late Return Filing Fee ||Rs. 47596/- |
(b) According to the information and explanations given to us there is no amountspayable in respect of income tax service tax goods and service tax sales tax customsduty and excise duty which have not been deposited on account of any disputes.
viii. Based on our audit procedures and the information and explanations given by themanagement we are of the opinion that there are no dues to any financial institutionbank or debenture holders. ix. Based on records of the company the company has neitherraised any moneys by way of Initial Public Offer or Further Public Offer or term loanduring the year.
x. Based on the audit procedures performed and the information and explanations givento us we report that no fraud on or by the Company has been noticed or reported duringthe year.
xi. According to information and explanations given to us in our opinion the companyhas paid managerial remuneration in accordance with the requisite approvals mandated bythe provisions of Section 197 read with Schedule V to the Companies Act 2013.
xii. The Company is not a nidhi company. Therefore the provision of this clause of theCompanies (Auditor's Report) Order 2016 is not applicable to the Company.
xiii. Based on our audit procedures and on the information given by the management thecompany has complied with the sections 177 and 188 of the Companies Act 2013 for all thetransactions with the related parties and the details of such transactions have beenproperly disclosed in the financial statements as required by the applicable accountingstandards.
xiv. The Company has not made any preferential allotment of shares during the year toparties covered in register maintained under section 189 of the Companies Act 2013.
xv. The company has not entered into any non-cash transactions with directors of thecompany or its subsidiary or persons connected with them.
xvi. The Company is not required to be registered under Section 45-IA of Reserve Bankof India Act 1934.
For R T Jain & Co. LLP Chartered Accountants FRN : 103961W / W100182
(CA Bankim Jain) Partner Mem No. : 139447
Mumbai May 14 2019
ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT
Referred to in paragraph 2(f) under the heading "Report on Other Legal andRegulatory Requirements" of our report of even date on the accounts of the companyfor the year ended 31st March 2019
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of WaareeTechnologies Limited (Formerly known as H K Trade International Limited) ("theCompany") as of March 31 2019 in conjunction with our audit of the financialstatements 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 internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI andprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting. However the Company does not haveappropriate system manuals or predefined standard operation procedure to maintain theefficacy and effectiveness of the internal financial controls throughout the year. Thusthe company does not have formal internal financial controls over financial reportingbased on our verification.
For R T Jain & Co. LLP Chartered Accountants
FRN : 103961W / W100182 Sd/-
(CA Bankim Jain)
Partner Mem No. : 139447
Mumbai May 14 2019