Independent Auditor's Report to the Members of Tunwal E-Motors Limited (Formerly Known as
Tunwal E-Motors Private Limited)
Report on the Financial Statements
Opinion
In our opinion and to the best of our information and according to . finanrial statements give the information required by the Companies Act, All J l tne Act ;
115true and fair Wew in conformity with the Indian Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted i^lndia, of the state of affairs of the Company as at 31 March 2024, the profit and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing sDecified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the financial statements section of independent of the Company In .ccontenco with the tolo of EUfe «su=d by to Institute of Chartered Accountants of India (ICAI) together with the ethl^l redul^mente that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Other Matters
The financial statements of the Company for the year ended 31 March 2023 lncl^ed in these financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on the financial statements for the year ended 31 March 2023 on 01 September 2023.
Responsibilities of Management for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act With respect to the preparation of these financial statements that give a true and fa,rv'ewof the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and appl^afon of'appropriate accounting policies; making judgments and estimates that are reasonable and prucent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting reco rds, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s abit tyto 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.
Those Board of Directors are also responsible for overseeing the Company s financial reporting process.
Audito r’s Responsibility for the Audit of the Financial Statements
Our obiectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a“d’t°r * report that includes our opinion. Reasonable assurance is a high level of assurance’ hf * *
auarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
. Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The nsk of nUt detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
o" the override of internal control.
. Obtain an understanding of internal control relevant to the audit irJthfclmoani'es Drocedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Att 2013, we are alL 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.
• C onclude on the appropriateness of management’s use of the going concern basis of accounting 4nd, based on theaudit evidence obtained, whether a matenal uncertainty exists related to events or conditions that may cast significant doubt on the Company s ability to c°n^inae as a doing 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 financial statements or if Lch disclosures are inadequate, to modify our opinion. Our conclusions are based oni 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matteis, 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 financial statements of the current period and are therffore 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, w! 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
1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act we give m the A™exure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable;
2. As required by Section 143(3) of the Act, we report that.
(aI We have sought and obtained all the information and explanations which to the best of our knowledge 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 Company so far as it appears from our examination of those books;
(c) the balance sheet, the statement of profit and loss and the statement of cash flows dealt with by this Report are in agreement with the books of account;
(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rule issued thereunder;
(e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act; and
Ji With respect to the adequacy of the internal financial controls with reference to the financial statements of the Company and the operating effectiveness of such controls,
refer to our separate report in “Annexure B”.
3. viith 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. The Company does not have any pending litigations which would impact its financial position.
b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
cl (i) The management has represented that, to the best of its knowledge and belief, no
funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall.
. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the Company shall:
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding
Party or
• provide any guarantee, security or the like from or on behalf of the 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 the representations under subclause (d) (i) and (d) (ii) contain any matenal misstatement.
e. The Company has not declared or paid any dividend during the year.
f Based on our examination, which included test checks, the Company did not use an accounting software with a feature of recording audit trail k °§). ThI
maintaining its books of accounts for the financial year ended 31 March 2024. The Company is planning to obtain appropriate accounting software which has the requisite feature of recording and maintaining audit trail for maintaining its books of accounts during the financial year 2024-25. Hence we are unable to comment on the instance of temperament of the audit trail feature.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from Apnl 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.
4. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act:
Irl our opinion and according to the information and explanations given to us and based on ekamination of the records of the Company, The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
For Mittal Agarwal ft Company
Chartered Accountants (Firm Registration No. 131025W)
!)eepeJhMittal
/III Partner
Dated: 01/07/2024 Membership No-539486
UDIN: 24539486BKFME01036
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