We have audited the accompanying Ind AS financial statements of NPR Finance Limited whichcomprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss (includingOther Comprehensive Income), the Cash Flow Statement and the Statement of Changes inEquity for the year then ended, and notes to the Financial Statements, including, a summary ofthe material accounting policies and other explanatory information (hereinafter referred to as“the financial statements”).
In our opinion and to the best of our information and according to the explanations given to us,the aforesaid Ind AS financial statements give the information required by the Companies Act2013 (“The Act”) in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS, of the state of affairs ofthe company as at 31st March, 2024, and its loss (including Other Comprehensive loss), itscash flows and Changes in Equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained us sufficient and appropriate to provide abasis for our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of mostsignificance in our audit of the financial statements of the current period. These matters wereaddressed in the context of our audit of the financial statements as a whole, and in forming ouropinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in the Auditors'responsibilities for the audit of the Financial Statements section of our report, including inrelation to these matters. Accordingly, our audit included the performance of proceduresdesigned to respond to our assessment of the risks of material misstatement of the FinancialStatements. The results of our audit procedures, including the procedures performed toaddress the matters below, provide the basis for our audit opinion on the accompanyingFinancial Statements:
Sl No
Key Audit Matter
Auditor's Response
Fair Value of Unquoted EquityInvestments (Other than Investmentsin Subsidiaries and Joint Ventures)Investment in Unquoted equity sharesare measured at Fair value.
The Fair value of these financialassets involved management'sjudgment because these securitiesare not traded in an active market.Since this valuation is a Level 3 typeof valuation in accordance with IndAS 113 Fair Value Measurementwhere one or more significant inputsto the fair value measurement isunobservable.
Accordingly, this item is considered tobe a Key Audit Matter due tosignificant judgments associated withestimating the fair value ofinvestment.
We discussed with management the basisused in determining the fair value andevaluated the appropriateness of thevaluation methodologies used bymanagement and compared it to industrynorms and the requirements in Ind AS.
We confirm the adequacy of the disclosuresmade in the financial statements.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Management and Board of Directors are responsible for the preparation of theother information. The other information comprises the information included in theManagement Discussion and Analysis, Board's Report including Annexures to Board's Report,Corporate Governance and Shareholder's Information, but does not include the financialstatements and our auditor's report thereon. The Company's Annual Report is expected to bemade available to us after the date of this auditor's report.
Our opinion on the financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the otherinformation identified above, when it becomes available and, in doing so, consider whether theother information is materially inconsistent with the financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.
When we read the Company's Annual Report, if we conclude that there is a materialmisstatement therein, we are required to communicate the matter to those charged withgovernance and take necessary actions, as applicable under the relevant laws and regulations.
Management and Board of Director's Responsibilities of the Financial Statements
The Company's Management and Board of Directors are responsible for the matters stated inSection 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of theseInd AS financial statement that give a true and fair view of the state of affairs (financialposition), profit or loss (financial performance including other comprehensive income/Loss ),cash flows and changes in equity of the company in accordance with the accounting principlesgenerally accepted in India, including the Indian Accounting Standards (Ind AS) specified underSection 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the Ind AS financial statements that give a trueand 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'sability to continue as a going concern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unless management either intends toliquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Company's financial reportingprocess.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements, asa whole, are free from material misstatement, whether due to fraud or error, and to issue anauditor's report that includes our opinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whetherdue to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resulting from fraud is higher than for oneresulting 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 designaudit 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 adequateinternal financial controls system with reference to financial statements in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management and Board of Directors.
• Conclude on the appropriateness of management and Board of Director's use of the goingconcern basis of accounting in preparation of financial statements and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions thatmay cast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained upto the date of our auditor's report. However, future events or conditions may cause theCompany to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, includingthe disclosures, and whether the financial statements represent the underlying transactionsand 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 any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships 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 thosematters that were of most significance in the audit of the financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
i. As required by the Companies (Auditors' Report) Order 2020 (“The Order”) issued by theGovernment of India in terms of sub section (11) of section 143 of the Companies' Act2013, we give in “Annexure A” on statement on the matters specified in paragraph 3 & 4of the Order to the extent applicable.
ii. As required by Section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the companyso far as it appears from our examination of those books except for the matters as statedin paragraph h(vi) below on reporting under rule 11(g);
c. The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement andstatement of changes in equity dealt with by this Report are in agreement with the booksof account.
d. In our opinion, the aforesaid Ind AS financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act.
e. On the basis of written representations received from the director's as on 31st March, 2024taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 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 FinancialStatements of the Company and the operating effectiveness of such controls, refer to ourseparate report in “Annexure B”; and
g. With respect to the matter to be included in the Auditor's Report under section197(16) of the Act - In our opinion and according to the information andexplanations given to us, the remuneration paid by the company to its directorsduring the current year is in accordance with the provisions of section 197 of theAct. The remuneration paid to any director is not in excess of the limit laid downunder section 197 of the Act. The Ministry of Corporate Affairs has not prescribedother details under section 197(16) of the Act which are required to be commentedupon by us
h. With respect to the other matters to be included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best ofour information and according to the explanations given to us:
i. The company has disclosed the impact of pending litigations as at 31st March, 2024 on itsfinancial position in its Financial Statements - Refer note no 33 & 38 to financialstatements.
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 Investor Educationand Protection Fund by the company at the end of the year.
iv. (i)The Management has represented that, to the best of its knowledge and belief no fundshave been advanced or loaned or invested (either from borrowed funds or share premiumor any other sources or kind of funds) by the company to or in any other person(s) orentity(ies), including foreign entities (“Intermediaries”), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, whether, directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries;
(ii) The Management has represented that, to the best of its knowledge and belief no fundshave been received by the company from any person(s) or entity(ies), including foreignentities (“Funding Parties”), with the understanding, whether recorded in writing orotherwise, that the company shall, whether, directly or indirectly, lend or invest in otherpersons 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 ofthe Ultimate Beneficiaries; and
(iii) Based on such audit procedures as considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (i) and (ii) of Rule 11 (e) as provided under clause d(i)and d(ii) above contain any material misstatement.
v. No dividend has been declared or paid during the year by the company.
vi. Based on our examination, which included test checks, the Company has used accountingsoftware for maintaining its books of account for the financial year ended March 31, 2024which has a feature of recording audit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recorded in the software. Further, duringthe course of our audit we did not come across any instance of the audit trail feature beingtampered with.
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 onpreservation of audit trail as per the statutory requirements for record retention is notapplicable for the financial year ended March 31, 2024.
For Deoki Bijay & Co.Chartered AccountantsFirm Regn No. 313105E
Place: Kolkata (CA Ramesh Kumar Chokhani)
Date the 30th day of May, 2024 Partner
Membership No. 062081UDIN: 24062081BKAQDV1917