We have audited the accompanying standalone IndAS financial statements of Chowgule Steamships Limited ( “ the Company ” ) , whichcomprise the Balance Sheet as at 31-Mar-2025, and the Statement of Profit and Loss, Statement of Changes in Equity and Cash FlowStatement for the year then ended, and notes to Standalone IndAS financial statements , including a summary of significant accountingpolicies and other explanatory information .
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone IndAS financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the state of affairs of the Company as at 31-Mar-2025, and Profit, changes in equityand its cash flows for the year ended on that date.
We conducted our audit in accordance with the 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 StandaloneIndAS financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the StandaloneIndAS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone IndASfinancial statements of the current period. These matters were addressed in the context of our audit of the Standalone IndAS financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
S No
Key Audit Matter
Auditors Response
1
Transactions w'th Related Parties
Principal Audit Approach
The company in its course of operations has entered intoseveral transactions with related parties.
The identification of these related parties, transactions enteredinto with them and the determination of arm's length priceinvolves significant judgement and estimates.
The Board has identified a certain party as a Related Party duringthe Board Meeting held on 22-May-2025.
Refer Note 34 forming part of Standalone IndAS financialstatements
Our Audit approach included the following-
• Confirming the regulatory requirements for the identificationof related parties and reporting of transactions with theserelated parties.
• Evaluation and testing of the design of internal controlsand the secretarial process followed for identification ofrelated parties, transactions with them.
• Evaluation management judgements regardingdetermination of arm's length price for transactions withrelated parties.
Review of relevant agreements / contracts; evaluate the businessrationale for the related party transaction and evaluating whethersuch evidence is consistent with management's explanations.
2
Related Party Transactions Limits u/s 188
During the course of its operations, the Company has enteredinto several related party transactions in the ordinary courseof business. While most of these transactions are within theprescribed thresholds specified under Section 188 of theCompanies Act, 2013, certain transactions with a specificrelated party have exceeded the monetary limits, withoutBoard approval and require prior approval of the shareholdersthrough an ordinary resolution at a general meeting.
As per management representation, the approval of the boardis proposed in the upcoming board meeting and the approvalof the shareholders for these transactions is being proposedin the upcoming general meeting. As the transactions havebeen carried out prior to obtaining shareholder approval,there exists a risk of non-compliance with Section 188, andpotential implications under Section 188(3) and Rule 15 of theCompanies (Meetings of Board and its Powers) Rules, 2014.
Given the regulatory sensitivity, involvement of relatedparties, the materiality of the transactions, and the disclosureobligations under IND AS 24 and Regulation 23 of the SEBI(LODR) Regulations, 2015, we considered this to be a keyaudit matter.
• Obtained the register of contracts and arrangements inwhich directors are interested and reviewed board andaudit committee minutes for approvals granted;
• Evaluated the nature, scope, and terms of the relatedparty transactions entered during the year, including thoseexceeding Section 188 thresholds;
• Verified whether disclosures were appropriately made inthe financial statements as per IND AS 24 and in compliancewith Schedule V of the Companies Act and SEBI LODR;
• Assessed the management's plan to obtain shareholderapproval and examined the draft resolution and explanatorystatement proposed for the upcoming general meeting;
• Considered the implications of potential non-compliance,including its impact on the audit report under Section143(3)(f) and (h) of the Companies Act, 2013.
Based on the audit procedures performed, we noted thatmanagement has taken steps to regularize the transactions andfound the disclosures in the financial statements to be appropriateas of the balance sheet date.
3
Evaluation of uncertain tax positions
The company has uncertain tax positions including mattersunder long litigations.
Refer Note 25 forming part of Standalone IndAS financialstatements
• Obtained the status of all the direct and indirect taxlitigations including pending assessments and demandsfrom the company.
Analyzed the managements underlying assumptions in estimatingthe tax provisions and the possible outcome of the disputes.
4
Litigations, Provisions and Contingent Liabilities
The Company has been impleaded in certain legal proceedings.
Based on legal advice and internal assessment, management isof the view that these matters are unrelated to the Company'saffairs and do not give rise to any financial, operational, orregulatory exposure. Accordingly, no provision has beenmade, and this disclosure is provided in the interest oftransparency.
Refer Note 25 forming part of Standalone IndAS FinancialStatements.
• Obtained and evaluated management's representationsrelated to the legal proceedings ;
• Reviewed the Legal Opinion in the matter;
• Held discussions with the Audit Committee and reviewedthe minutes of relevant board meetings;
• Assessed the appropriateness and adequacy ofdisclosures made in the financial statements in accordancewith IND AS 37, Schedule III of the Companies Act, 2013,and Regulation 30 and 33 of SEBI LODR concerning materialevents and financial disclosures;
• Evaluated whether any financial impact or contingentliability needed to be recognised or disclosed.
Based on the audit procedures performed, we found the
Company's disclosures to be appropriate, and the management's
conclusions to be reasonable in the context of the financial
statements.
The Company's Board of Directors is responsible for the preparation of the Other Information. The Other information comprises theinformation included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, BusinessResponsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone IndAS financialstatements and our Auditor's Report thereon. The Directors report including its annexures and corporate governance and shareholdersinformation is expected to be made available to us after the date of this Auditors Report.
Our opinion on the standalone IndAS financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone IndAS financial statements, our responsibility is to read the other information and, in doingso, consider whether the other information is materially inconsistent with the standalone IndAS financial statements or our knowledgeobtained 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 requiredto report that fact. We have nothing to report in this regard.
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these standalone IndAS financial statements that give a true and fair view of the financial position, financialperformance, Changes in Equity and cash flows of the Company in accordance with the accounting principles generally accepted inIndia, 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 safeguardingof the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenanceof adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.
In preparing the Standalone IndAS financial statements, management is responsible for assessing the Company's ability to continue asa going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those in the Board of Directors are also responsible for overseeing the Company's financial reporting process.
Our responsibility is to express an opinion on these standalone IndAS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone IndAS financial statements in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone IndAS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone IndAS financialstatements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatementof the standalone IndAS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company's preparation of the standalone IndAS financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluatingthe overall presentation of the standalone IndAS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thestandalone IndAS financial statements.
Our objectives are to obtain reasonable assurance about whether the Standalone IndAS financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is ahigh level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of users taken on the basis of these Standalone IndAS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout theaudit. We also: -
• Identify and assess the risks of material misstatement of the Standalone IndAS 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 toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resultingfrom error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion onwhether 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 disclosuresmade by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor's report to the related disclosures in the Standalone IndAS financial statements or, if such disclosures areinadequate, 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 as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone IndAS financial statements, including the disclosures, andwhether the Standalone IndAS financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
• We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the auditand 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 requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear 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 significancein the audit of the Standalone IndAS financial statements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter should not be communicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Materiality is the magnitude of misstatements in the standalone IndAS financial statements that, individually or in aggregate, makes it probablethat the economic decisions of a reasonably knowledgeable user of the standalone IndAS financial statements may be influenced. Weconsider quantitative factors in-
• planning the scope of our audit work and in evaluating the results of our work; and,
• to evaluate the effect of any identified misstatements in the standalone IndAS financial statements.
1. As required by section 143(3) of the Act, we report that: -
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;
(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from ourexamination of those books.
(c) There being no branch of the company, this clause is not applicable.
(d) The Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity and Cash Flow Statement dealt with by thisReport are in agreement with the books of accounts;
(e) In our opinion, the aforesaid standalone IndAS financial statements comply with the Accounting Standards specified undersection 133 of The Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(f) In our opinion, the following matters may have an adverse effect on the functioning of the Company.
• Note No 5 forming part of the standalone IndAS financial statements, stating “No loans granted to persons referred to insection 185 of the Companies Act, 2013 during the year”, where we reserve our opinion on the similar compliance withrespect to opening outstanding balances of such loans.
• Note No 34 forming part of the standalone IndAS financial statements, regarding Related Party transactions in excess ofthe limits specified in the section 188 of the Companies Act, 2013.
(g) On the basis of written representations received from the directors as on 31-Mar-2025, and taken on record by the Boardof Directors, none of the directors is disqualified as on 31-Mar-2025, from being appointed as a director in terms of section164(2) of the Companies Act, 2013.
(h) There are no such material qualifications, reservations or adverse remarks, other than those mentioned in our Report underCompanies (Auditor's Report) Order 2020 attached herewith as Annexure ‘B'.
(i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate report in Annexure A‘.
2. 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 our opinion and to the best of our information and according to the explanations given to us:
(a) Pending Litigations
The Company has disclosed, based on the Legal Opinion obtained, the impact of pending litigations on its financial positionin its Standalone IndAS financial statements - Refer Note 25 forming part of the Standalone IndAS financial statements;
(b) Foreseeable Losses
The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeablelosses.
(c) IEPF
As per the information and explanation given to us, no amount is required to be transferred to the Investor Education ProtectionFund by the company.
(d) Specified Bank Notes
This clause has been omitted vide notification - G.S.R. 205(E) dated 24-Mar-2021.
(e) Advances, Loans and Investments
(i) The Management has represented that, to the best of its knowledge and belief, as per note no 53(i) forming part ofstandalone IndAS financial statements, no funds (which are material either individually or in the aggregate) have beenadvanced 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, including foreign entity (“Intermediaries”), with the understanding,whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) orprovide 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, as per note no 53(ii) forming part ofstandalone IndAS financial statements, no funds (which are material either individually or in the aggregate) have beenreceived by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding,whether recorded in writing or otherwise, 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”) orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothinghas 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 above, contain any material misstatement.
(f) Dividend
As per the information and explanation given to us and based on our examination of the books of accounts, the Companyhas not declared or paid any dividend during the year.
(g) Audit Trail
Based on our examination which included test checks, the company has used an accounting software for maintaining its booksof account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for allrelevant transactions recorded in the software. Further during the course of our audit, for the period for which the audit trailfacility had been operational during the year, we did not come across any instance of audit trail being tampered with and themanagement has represented that the audit feature cannot be disabled. Company has preserved the Audit trail as per thestatutory requirements of records retention.
3. With respect to the matter to be included in the Auditor's Report under Sec 197(16) of the Companies Act, 2013.
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to itsdirectors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under section 197 read with Schedule V of the Act.
4. In our opinion , as required by the Companies (Auditor's Report) Order, 2020 ( hereinafter referred to as “ the Order ” ) issuedby the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act , 2013 , and on the basisof such checks of the books and documents of the company as we considered appropriate , and according to the informationand explanations given to us during the course of our Audit , we give in the Annexure ' B ' a statement on the matters specified inparagraphs 3 and 4 of the Order , to the extent applicable to the Company
For M. N. Choksi & Co. LLP
Chartered AccountantsFRN 101899W/W100812
CA M. N. Choksi
Designated PartnerMem. Number 041224UDIN: 25041224BMMBPT5365
Place: Thane
Dated: 22-May-2025