We have audited the Standalone Financial Statements of Shanti Overseas (India) Limited (the ‘Company’), which comprise the
Standalone Balance Sheet as at 31st March 2024, the Standalone Statement of Profit and Loss (including other comprehensive income), the
Standalone Statement of Changes in Equity and the Standalone statement of cash flows for the year then ended, and notes to the Standalone
Financial Statements, including a summary of the 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 standalone 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 principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, and loss and other
comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing specified under section
143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the ‘Auditor ’s Responsibilities for the Audit of
the Standalone 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 independence requirements that are relevant to our audit
of the standalone financial statements under the provisions of the Act and the Rules made there under, 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 we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, which are of most significance in our audit of the standalone
financial statements ofthe current period. These matters were addressed in the context of our audit ofthe standalone financial statements as
a whole, in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate
Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is a
material misstatement therein, we are required to communicate the matter to those charged with governance.
Management’s and the Board of Directors’ Responsibility for the Standalone Financial Statements
The Company’s management and the Board of Directors are responsible for the matters stated in section 134 (5) of the Act with respect to
the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other
comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards (‘Ind AS’) 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 of 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 accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.
In preparing the standalone financial statements, management and the Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone 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 ofusers taken on the basis ofthese standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the standalone 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 controls relevant to the audit in order to design 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
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.
• 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 disclosures in the standalone 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’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 standalone financial statements, including the disclosures, and
whether the standalone 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 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.
• From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the standalone financial statements of the current period and are therefore 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, we 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 in terms of section
143 (11) of the Act, we give in the “Annexure 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) ofthe 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 ofthose books.
c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the
standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement
with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31st, 2024 taken on record by the Board of
Directors, none of the directors are disqualified as on March 31st, 2024 from being appointed as a director in terms of Section
164 (2) ofthe Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness ofthe Company’s internal financial controls over financial reporting.
g) 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:
1. The company has disclosed the impact ofpending litigation at Note no 46 ofthe financial statement.
2. The company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
3. There is no amount required to be transferred, to the Investor Education and Protection Fund by the Company.
4. (a) 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 ofthe company; or
• Provide any guarantee or security or like to or on behalf ofthe Ultimate Beneficiaries
(b) 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 ofthe company; or
• Provide any guarantee or security or like to or on behalf ofthe Ultimate Beneficiaries; and
(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to
our notice that cause us to believe that the representations under subclause (a) and (b) contain any material mis¬
statement.
5. The Company has not declared and paid any dividend during the year.
6. Based on our examination which included test checks, the company has used an accounting software for maintaining its
books of account which has a feature of recording audit trail (edit log) facility and;
a. The same has operated throughout the year for all relevant transactions recorded in the software.
b. During the course of our audit we did not come across any instance of audit trail feature being tampered with.
c. This being the first year the preservation ofthe audit trail is not applicable.
3. With respect to the matter to be included in the Auditor’s Report under section 197(16) ofthe Act :
In our opinion and according to information and explanation given to us, the remuneration paid by the company to its director during
the current year is in accordance with the provision of the section 197 of the Act. The remuneration paid to any director is not in
excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affair has not prescribed other details under
section 197(16) ofthe Act which are required to be commented upon by us.
For: Muchhal & Gupta
Chartered Accountants
FRN: 004423C
Shashank Sharma
Partner
M.No. 426870 Place: Indore
UDIN:24426870BKEZPK9177 Date: 14 th May, 2024
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