We have audited the accompanying financial statements of THE
VICTORIA MILLS LIMITED (“the Company”), which comprises
Balance Sheet as at 31st March, 2025, the Statement of Profit
and Loss (including Other Comprehensive Income), statement of
changes in equity and statement of cash flow for the year then ended,
and notes to the financial statements, including material accounting
policies and other explanatory information (herein after 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 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 Indian Accounting Standards prescribed under Sec 133
of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended (“Ind AS”)and other accounting principles
generally accepted in India, of the state of affairs of the Company
as at March 31, 2025, and its profit, total comprehensive income,
changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
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
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 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 financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of
the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. We have determined that there are no key audit matters to
communicate in our report.
Information Other than the Financial Statements and Auditor’s
Report Thereon
The Company's Management and Board of Directors are responsible
for the other information. The other information comprises the
information included in the Company's annual report, but does not
include the financial statements and auditor's report(s) thereon. The
Company's annual report is expected to be made 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 not express any form of assurance conclusion
thereon.
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 in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there
is no material misstatement of this other information, which we are
required to report. We have nothing to report in this regard.
Management and Board of Directors’ Responsibilities 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, changes in equity 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 provision 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
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 materials 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.
The Board of Directors are also responsible for overseeing the
Company's financial reporting process.
Auditor’s Responsibilities 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 scepticism 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 control 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 with reference to
financial statements 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 in the financial statements made by the Management
and Board of Directors.
• Conclude on the appropriateness of the Management and
Board of Directors 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 Auditors' Report to the related
disclosures in the 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 Auditors'
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.
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 therefore
the key audit matters. We describe these matters in our Auditors'
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 of India in terms
of Section 143 (11) of the Act, we give in the “Annexure A”, a
statement on matters specified in paragraph 3 & 4 of the order,
to the extent applicable.
2. 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
were necessary 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 it appears from
our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss
(including Other Comprehensive Income), the statement
of changes in equity and the statement of Cash Flow
Statement dealt with by this Report are in agreement with
the books of account.
d) In our opinion, the aforesaid financial statements comply
with Accounting Standards specified under Section 133 of
the Act.
e) On the basis of the written representations received from
the directors as on 31st Mar 2025 and taken on record by
the Board of Directors, we report that none of the directors
is disqualified as on 31st March2025 from being appointed
as a director in terms of section 164(2) of the Act.
f) The modifications relating to the maintenance of accounts
and other matters connected therewith are as stated in the
paragraph 2(b) above on reporting under Section 143(3)
(b) of the Act and paragraph 2(i)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.
g) 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”.
h) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and
according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act.
i) 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:
i. As informed to us the Company does not have any
pending litigations which would impact its financial
position;
ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses;
iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.
iv. (a) The Management has represented that, to
the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) 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 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 other persons or entities identified in
any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
(b) The Management has represented, that, to
the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been received 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 other persons 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 of the Ultimate
Beneficiaries;
(c) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has 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 under (a) and (b) above,
contain any material misstatement.
v. The final dividend paid by the Company during the
current year in respect of the same declared for the
previous year is in accordance with section 123 of
the Companies Act 2013 to the extent it applies to
payment of dividend. The Board of Directors of the
Company have proposed final dividend for the current
year which is subject to the approval of the members
at the ensuing Annual General Meeting. The dividend
declared is in accordance with section 123 of the Act
to the extent it applies to declaration of dividend.
vi. Based on our examination which included test
checks, the Company has used accounting software
for maintaining its books of account, which have a
feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all
relevant transactions recorded in the respective
software. Further, we did not come across any
instance of the audit trail feature being tampered with.
For VASANI & THAKKAR
CHARTERED ACCOUNTANTS
FRN: 111296W
V. H. Vasani
(Partner)
Place: Mumbai Membership No. 147038
Date: May 26,2025 UDIN: 25147038BMIVVB4105
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