We were engaged to audit the accompanying standalone financial statements of Compuage Infocom 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 Statement of Changes in Equity and the Statement of
Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as “the standalone financial
statements").
We do not express an opinion on the accompanying standalone financial statements of the Company. Because of
the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not
been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone
financial statements.
Basis for Disclaimer of Opinion
(a) As explained in note 1 to the financial statements, all the directors of the company except two directors, and
Company Secretary have resigned from their positions in the Company prior to commencement of the
Corporate Insolvency Resolution Process (“CIRP") on 2nd November 2023 Upon commencement of the
CIRP, the powers of the Board of Directors of the Company stand suspended and are exercised by the
Resolution Professional ("RP"). Since these financial statements belong to the period comprising of both pre
and post CIRP and hence, as informed to us, these financial statements have been prepared with the same
"basis of preparation" as adopted by the erstwhile Board of Directors as enumerated upon the Board under
Section 134(5), of the Companies Act, 2013 and related regulations, while highlighting/addressing any
material departures as per the current conditions and events which occurred subsequent to the balance
sheet date. We have been informed that for the closing balances as on 31s1 March 2023 and period prior to
initiation of CIRP, the RP has relied on the representations and statements made by existing staff/heads of
the departments and accounts, Finance and Tax team of the Company. We have been given to understand
that RP has signed the attached financial statements solely for the purpose of compliance and discharging
his duty under the CIRP, governed by the Insolvency and Bankruptcy Code, 2016 (the "Code").
(b) As mentioned in note 39 to the financial statements, pursuant to the commencement of CIRP of the Company
under Insolvency and Bankruptcy Code, 2016, there are various claims submitted by the financial creditors,
operational creditors, employees and other creditors to the RP. The balances of financial creditors in the
books have been adjusted to match the claims submitted by them. The overall obligations and liabilities
including interest on loans and the principal amount of loans shall be determined upon the successful
resolution of the Company. Pending final outcome of the CIRP, no accounting impact in the books of
accounts has been made in respect of excess or short claims or non-receipt of claims for operational and
financial creditors. Hence, consequential impact, if any, is currently not ascertainable and we are unable to
comment on possible financial impact of the same.
(C) On the basis of information and explanations provided to us, as part of RP’s responsibility under the CIRP,
the RP has sent recovery notices to certain parties having outstanding trade receivables, has filed
applications under section 138 of the Negotiable Instruments Act, 1881 to the extent of cheques available
with the erstwhile management, and has also filed applications under section 9 of the Insolvency and
Bankruptcy Code, 2016 as the case may be. The RP has been partially successful in recovery of some
monies through settlements.
(d) As required by Standards on Auditing (SA's), we could not carry out certain mandatory audit procedures like
attending physical verification of inventories, obtaining direct confirmations from banks / trade receivables /
trade and other creditors etc. due to various factors. Accordingly, we could not obtain sufficient and
appropriate evidence for adequacy and reasonableness of management estimates for various provisions, fair
valuation / net realizable value of various assets etc. These matters can have material and pervasive impact
on the financial statements. Consequential impact, if any, of matters described below, on recognition of
certain components in financial statements including its presentation / disclosure is currently not
ascertainable.
(e) Books of Accounts
As stated in note 1 to the accompanying standalone financial statements, the books of accounts maintained
on SAP for the previous year ended 31st March 2023 were not accessible due to corruption of the data which
could not be retrieved till the time of signing of the financial statements and therefore we are unable to obtain
sufficient and appropriate audit evidence with respect to the opening balances. Any changes to the opening
balances would materially impact the financial statements including but not limited to the resultant accounting
treatment thereof.
(f) Property, plant and equipment
Pending outcome of CIRP, the Company has not carried out impairment testing of these assets as at the
balance sheet date.
During the year, the Company has closed down all its branches in India. However, the written down values
of Property, plant and equipment located at these branches and which have ceased to be in the possession
of the Company have not been written off. Impact on the balances of Property, plant and equipment and
consequential impact on depreciation is not ascertainable.
(g) Inventories
Inventories are being carried at Rs. 9,359.07 lakhs out of which Rs. 2,379.70 lakhs are located at Singapore
Branch which is not audited by us. The management was of the view that these inventories continue to remain
marketable. However, due to ongoing default in payment to lenders who hold a hypothecation charge on
these inventories, certain sale restrictions have been imposed. As most of the inventories remain unsold, the
realizable value of the inventories is in doubt. We have been informed that the valuation report obtained by
the HP is confidential and cannot be made available to us. In the absence of sufficient and appropriate
evidence to support the management’s assessment with respect to realizable value of the inventories, we are
unable to comment on whether the inventories are being carried at cost or realizable value, whichever is
lower as required by Ind AS 2 and the consequent impact, if any, on the carrying value of the aforesaid
inventories.
(h) Trade Receivables and Provision for Doubtful Debts
Trade Receivables are being carried at Rs. 44,297.22 lakhs out of which Rs. 171.01 lakhs are of Singapore
Branch which is not audited by us. Provision for Expected Credit Loss on Trade Receivables of Rs. 44,297.22
Lakhs has not been made. Furthermore, the said amount has not been debited to the Profit and Loss Account
and has not been reduced from Trade Receivables in the Balance Sheet which is not in accordance with Ind
AS. As stated in note 1 due to restrictions imposed by lenders on inventory sales, the Company is currently
unable to make further supplies to customers. This disruption in the purchase-sales-collection cycle has
posed challenges in debt collection and recovery. The expected realization of the amounts outstanding from
customers is uncertain. Due to unavailability of confirmations, we are unable to comment on the impact, if
any, on the carrying value of the aforesaid Trade Receivables, its Ageing Schedule and the adequacy of
Provision for Expected Credit Loss. Further, as Provision for Expected Credit Loss of Rs._44,297.22_has not
been made and not debited to the Profit and Loss Account, the loss has been understated to that extent.
(i) Balances with Government Authorities
Balances with Government Authorities are being carried at Rs. 5,456.11 lakhs. This balance comprises of
VAT paid on account of disputed cases of Rs. 56.64 lakhs, Customs Duty Refund of Rs. 193.73 lakhs, Unjust
Enrichment of Rs. 47.82 lakhs and GST Input Credit Available of Rs. 5,157.92 lakhs. The recoverability of
VAT Refund, Customs Duty Refund and Unjust Enrichment depends on the outcome of the cases filed with
the respective government departments. Availability and Utilization of GST Input Credit depends on the
outcome of the CIRP and whether the Company is able make payments to its suppliers and to sell products
in the future. Accordingly, we are unable to comment on the impact, if any, on the carrying value of the
aforesaid Balances with Government Authorities.
(j) Trade Payables & Other Payables
Trade Payables are being carried at Rs. 28,740.29 lakhs and Other Payables are being carried at Rs. 546.80
lakhs. Certain parties have submitted their claims under CIRP amounting to Rs. 54,091.96 lakhs. Pending
final outcome of the CIRP, no adjustments have been made in the books for the differential amount in the
claims admitted. Accordingly, we are unable to ascertain the impact on the carrying value of the aforesaid
Trade Payables and Other Payables, its ageing schedule and corresponding impact, on Purchase of stock-
in-trade, if any.
(k) Advance to Suppliers
Advances to Suppliers are being carried at Rs. 40.06 lakhs. Due to unavailability of confirmations, we are
unable to comment on the impact, if any, on the carrying value of the aforesaid Advances to Suppliers.
(l) Expenses
Expenses have been verified to the extent supporting evidences and documents were made available at the
time of audit.
(m) We have been informed that the report submitted by the Forensic Auditor appointed by Committee of
Creditors is confidential. Further, we have been informed by the Interim Resolution Professional & Resolution
Professional that certain information including the minutes of meetings of the Committee of Creditors and the
outcome of certain procedures carried out as part of the CIRP are confidential in nature and could not be
shared with anyone other than the Committee of Creditors and NCLT. Accordingly, we are unable to comment
on the possible financial impact, presentation and disclosures, if any, that may arise if we had been provided
access to such information.
Material uncertainty related to Going Concern
The financial statements are presented with the assumption that the Company will be able to continue its operations
and that it has the ability to meet its financial obligations and liabilities in the normal course of business. As stated in
note 1 to the accompanying standalone financial statements, the business of the Company has been severely
disrupted on account of extremely tight liquidity situation and inadequate support from major vendors and lenders,
who have recalled the credit facilities. This situation has been further aggravated by high level of manpower attrition
resulting in serious gaps in maintenance of IT systems and records. The Company has defaulted in respect of
instalments and payment of interest on term loans and dues on account of cash credits from Banks. The Company is
undergoing the Corporate Insolvency Resolution Process as explained in detail in note 39.
The Resolution Professional has prepared these financial statements using going concern basis of accounting based
on their assessment of the successful outcome of the ongoing CIRP and accordingly no adjustments have been made
to the carrying value of the assets and liabilities and their presentation and classification in the Balance Sheet.
Such events and conditions, along with the matters described in the section of Disclaimer of Opinion in our report,
and their possible impact on erstwhile management's assumptions, and other matters as set forth in note 1, indicate
that material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going
concern. In the absence of sufficient and appropriate evidence, we are unable to comment as to whether the going
concern basis for the preparation of these financial statements taken by the Resolution Professional is appropriate.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Except for the matters discussed in the Basis for Disclaimer of Opinion Paragraph, there are no other Key Audit
Matters to be communicated in the Auditor’s Report.
Responsibility of Management for the standalone financial statements
The Company has been under the Corporate Insolvency Resolution Process ("CIRP”) under the provisions of the
Insolvency and Bankruptcy Code, 2016 (“the Code”) vide order dated 2nd November 2023 passed by the National
Company Law Tribunal ("NCLT”). The powers of the Board of Directors stand suspended as per Section 17 of the
Code and such powers were being exercised by the Interim Resolution Professional (IRP) appointed by the NCLT by
the said order under the provisions of the Code. As per Section 20 of the Code, the management and operations of
the Company were being managed by the Interim Resolution Professional Mr. Arun Kapoor upon commencement of
CIRP. Subsequently, vide order dated 29th April 2024 passed by NCLT, the IRP Mr. Arun Kapoor was replaced by
Resolution Professional (RP) Mr. Gajesh Labhchand Jain who is now responsible for the management and operations
of the Company.
The management is 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 financial position, financial performance,
including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind
AS and other 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 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 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 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. Under Section 20 of the Code, it is incumbent upon the Resolution Professional to
manage the operations of the Company as a going concern upon initiation of CIRP and the financial statements which
have been prepared on going concern basis have been considered by the Resolution Professional accordingly.
The management is also responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the Standalone Financial Statements
Our responsibility is to conduct an audit of the accompanying standalone financial statements in accordance with
Standards on Auditing specified under section 143(10) of the Act, and to issue an auditor's report. However, because
of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain
sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.
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 standalone
financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics.
We have not audited the financial statements and other financial information of one of the branches located outside
India.
These financial statements and financial information have been audited by other auditors whose reports have been
furnished to us by the Management and our opinion on the standalone financial statements, in so far as it relates to
the amounts and disclosures included in respect of the foreign branch and our report in terms of section 143 (3) of
the Act, insofar as it relates to the aforesaid foreign branch is based solely on the reports of the other auditors. The
auditors of the branch have expressed a disclaimer of opinion for the financial statements of the branch.
The financial statements and other financial information of the foreign branch which is located outside India whose
financial statements and other financial information has been prepared in accordance with accounting principles
generally accepted in that country and which has been audited by other auditors under generally accepted auditing
standards applicable in that country The Company's management has converted the financial statements of this
branch located outside India from accounting principles generally accepted in its respective country to accounting
principles generally accepted in India We have audited these conversion adjustments made by the Company's
management. Our opinion in so far as it relates to the balances and affairs of the branch located outside India is
based on the reports of other auditors and the conversion adjustments prepared by the Management of the Company
and audited by us.
Our opinion on the standalone financial statements, and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports
of the other auditors.
Report on legal and other 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 sub-section (11) of section 143 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, which is subject to the possible effects of
the matters described in the Basis for Disclaimer of Opinion section above and the Basis for Disclaimer of Opinion
in our separate Report on the Internal Controls over Financial Reporting.
2. As required by section 143 (3) of the Act, based on our audit and on the consideration of the report of the other
auditors on separate financial statements and the other financial information of its foreign branch, as noted in the
"other matters" paragraph, we report, to the extent applicable that:
(a) except as described in the Basis for Disclaimer of Opinion section above, 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) the Company has maintained books of account. However due to conditions and the possible effects of the
matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether proper
books of account as required by law have been kept by the Company;
(c) the Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of
account;
(d) due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section, we are
unable to state whether the aforesaid standalone financial statements comply with the Ind AS specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian
Accounting Standards) Rules, 2015, as amended;
(e) the matters described in the Basis for Disclaimer of Opinion and in the Material Uncertainty related to Going
Concern section above, in our opinion, may have an adverse effect on the functioning of the Company.
(f) on the basis of written representations received from the suspended directors as on 31st March 2024, none
of the suspended directors are disqualified as on 31SI March 2024 from being appointed as a director in terms
of Section 164(2) of the Act;
(g) the reservation relating to the maintenance of accounts and other matters connected therewith are as stated
in the Basis for Disclaimer of Opinion section above
(h) with respect to the adequacy of the internal financial controls over financial reporting of the Company and
operating effectiveness of such controls, refer to our separate report in Annexure B. Our report expresses
disclaimer opinion on the Company’s internal financial controls over financial reporting for the reasons stated
therein;
(i) with respect to the other matter to be included in the Auditor's Report in accordance with the requirements of
section 197(16) of the Act as amended, during the year, the Company has accrued an amount of Rs. 65.83
lakhs in the books of account without making payment of remuneration to its directors. Considering
unavailability of requisite documents, we are unable to comment on compliance of provisions of section 197
of the Act;
(j) other than the possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph
above, 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 :
(i) the Company has disclosed the impact on pending litigations on its financial position in its standalone
financial statements;
(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; and
(c) Based on the audit procedures that we have considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under subclause (a) and (b) above, contain any material mis-statement.
(v) The Company has not declared any dividend during the year;
(vi) Based on our examination which included test checks, the Company has not used accounting software
for maintaining its books of account for the financial year ended 31st March, 2024 which has a feature
of recording audit trail (edit log) facility.
For Bhogilal C. Shah & Co.
Chartered Accountants
Firm’s registration No. 101424W
'Ý(?/!/ j]J Suril Shah
Partner
Membership No. 42710
UDIN : 25042710BMIZKL7502
Mumbai, January 3, 2025
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