We have audited the accompanying financial statements of VOLER CAR LIMITED (Formerly known as VOLER CAR PRIVATE LIMITED) ("the Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021, as amended ("Accounting Standards") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit/loss 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 ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibility 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 (ICAI) together with the ethical requirements 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.
Emphasis of matter
We draw attention to Note 31 of the financial statements, which outlines the basis for the disclosure of contingent liabilities. The disclosed amounts have been determined solely on the basis of a confirmation certificate provided by the company's legal counsel. As auditors, we have not had access to certain underlying case documents and have therefore placed reliance on the legal counsel’s professional judgment in determining these amounts.
We also draw attention to Notes 8 and 27 of the financial statements, which detail the recognition of profit on the settlement of loans amounting to ?61.89 Lakhs and the recording of interest and penalties on loan settlements amounting to ?20.85 Lakhs/Tha^^^^^x collectively resulted in an increase in profit before tax by ?41.04 Lakhs. The i^aOT^rtajns^y
to loans totalling ?142.89 Lakhs, which were outstanding as of March 31, 2023, and for which the company has been in default regarding the payment of interest and principal for more than three years.
Out of these defaulted loans, ?28.12 Lakhs were settled before the year-end for ?3 Lakhs, resulting in a recognized profit on loan settlement of ?25.12 Lakhs in the statement of profit and loss for the year ended March 31, 2024. Subsequent to this settlement, the company received a No Dues Certificate from the respective lenders.
Additionally, loans totalling ?80.88 Lakhs were settled before the date of signing for ?44.11 Lakhs, resulting in a recognized profit on loan settlement of ?36.77 Lakhs in the statement of profit and loss for the year ended March 31, 2024. The company also received a No Dues Certificate from the respective lenders following this settlement.
However, defaulted loans amounting to ?33.89 Lakhs remain unsettled as of the date of signing the audit report. Of these, loans amounting to ?16.36 Lakhs, along with accrued interest and penalties totalling ?20.85 Lakhs, have been recorded in the statement of profit and loss, resulting in a closing balance of ?37.24 Lakhs. Additionally, one disputed loan of ?17.50 Lakhs has been carried at its prior year's value, as the company has not agreed to the lender's balance confirmation. The additional amount claimed by the lender has been recorded as a contingent liability.
Our opinion is not modified in respect of these matters.
Information Other than the Financial Statements and Auditor's Report Thereon
• The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis and Directors Report (the "Reports") 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.
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• 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 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 fair view of the financial position, financial performance and cash flows in accordance with the Accounting Standards and other accounting principles generally accepted in responsibility also includes maintenance of adequate accounting records in accor^w^wMgN.
the provisions of the Act for safeguarding 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.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility for the Audit of the Financial statements
Our objectives 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 an auditor'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 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 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. 1
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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the 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.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit, we report that:
A. 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 Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.
D. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act.
E. On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.
F. Reporting on the adequacy of Internal Financial Control Over Financial Reporting of the Company and the operating effectiveness of such controls, under section 143(3)(i V of the Act is not applicable in view of the exemption available to the Company ir^eijms of the notification no. G.S.R. 583(E) dated 13 June 2017 issued by the
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Corporate Affairs, Government of India, read with general circular No. 08/2017 dated 25 July 2017 as the company was a private limited company during the financial year ended March 31, 2024 and falling under the exemption limits as per the aforesaid notification.
G. In my opinion and to the best of my information and according to the explanations given to us, the Company being a private company during the financial year ended March 31, 2024, section 197 of the Act related to the managerial remuneration not applicable.
H. 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:
a) The Company does not have any pending litigations which would impact its financial position, except which has been disclosed in additional notes to financial statements (Refer note 31 of financial statements).
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.
d)
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.
• 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 a/
• provide any guarantee, security or the like from or on
Ultimate Beneficiaries; and //o/w^0*V*Y
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 material misstatement.
e) The Company has not paid any dividend during the year and hence, compliance with Section 123 of the Act is not applicable.
I. Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with. Additionally, 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 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.
2. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For Goyal Goyal & Co.
Chartered Accountants
(Firm's Registration No. - 015069C)
7 / /
Hemant Gbyal
(Partner)
(M. No. 405884)
(UDIN - 24405884BKCOOK7729)
Place : Kolkata
Date : August 29, 2024
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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 disclosure£=ttt=£fci(^ financial statements or, if such disclosures are inadequate, to modify our oa^^h->C^^\
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