1. We have audited the accompanying standalone Ind AS financial statements of Deccan Gold Mines Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit and Loss (including other comprehensive income), the statement of Cash Flows and the statement of changes in equity for the year then ended, and notes to the financial statement including a summary of significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS financial statements”)
2. In our opinion and to the best of our information and according to the explanation given to us, the aforesaid Ind AS standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at 31st March 2024, and its Loss including comprehensive income, its cash flows and the change in equity for the year ended on that
Basis for Opinion
3. 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
4. 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. There 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.
Key Audit Matters
4. 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.
5. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
A. Compulsorily convertible debentures (Refer Note 16.1 to the Standalone Financials Statements)
During the year 2022-23, the Board had approved the proposal for acquisition of stake in M/s. Geomysore Services (India) Private Limited (“GMSI”). The Board noted that the acquisition of stake in GMSI was proposed to be achieved through a share swap which involves issue of equity shares and Compulsorily Convertible Debentures (CCDs) by the Company at the valuation / swap ratio.
Accordingly, the Company had issued 14,99,276 Compulsorily Convertible Debentures (CCDs) at an issue price of Rs. 33.05/- per CCD (including a premium of Rs. 32.05/-).
The CCD shall be convertible into equity shares at any time not later than 18 months from the date of allotment of such CCD i.e., September 1,2024.
How the matter was addressed in our audit:
Our audit procedures to assess the accounting of CCDs included the following:
i. Obtained an understanding of the terms and conditions of the issue and conversion of CCD.
ii. Evaluated the accounting treatment of the CCD done by the Management as per the applicable financial reporting framework.
iii. Evaluated the terms and conditions in relation to the conversion of CCD.
iv. Assessed the appropriateness of the presentation of issue and conversion of CCD as per IND AS 32, ‘Financial Instruments: Presentation.'
B. Issue & Conversion of Warrants (Refer Note 16.2 to the Standalone Financials Statements)
During the year 2023-2024, the Company had issued 81,28,768 equity warrants at an Issue Price of INR 53.47/- per warrant as under:
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Name of the Allottee (s)
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No. of Equity Warrants Allotted
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Amount Received (25%) on allotment of Equity warrants (Rs. In ‘000)
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Warrant Expiry Date
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Amount Receivable (75%) on allotment of equity shares pursuant to conversion of warrants. (Rs. In ‘000)
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i
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Hira Infra Tek Limited
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5,984,700
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80,000
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12-03-25
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240,001
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ii
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Alok Gyanchand Kothari
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187,020
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2,500
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12-03-25
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7,499.97
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iii
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Suresh Babu Mitta
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187,020
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2,500
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12-03-25
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7,499.97
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iv
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Med Edu Care Marketing Management, Dubai
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1,770,028
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23,661
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14-03-25
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70,983
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Total
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8,128,768
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108,661
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325,984
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How the matter was addressed in our audit:
Our audit procedures to assess the accounting of warrants included the following:
i. Obtained an understanding of the terms and conditions of the issue and conversion of warrants.
ii. Evaluated the accounting treatment of the conversion of warrants done by the Management as per the applicable financial reporting framework.
iii. Evaluated the terms and conditions in relation to the conversion of warrants.
C. Acquisition of Stake in Avelum Partner LLC, Kyrgyzstan & Kalevala Gold Oy, Finland under share swap arrangement (Refer Note 5.3 & 5.4 to the Standalone Financials Statements)
The Company acquired 31.52% stake in Kalevala Gold Oy, Finland ("Kalevala") & acquired 105,000,000 shares (60% stake) in Avelum Partner LLC, Kyrgyzstan ("Avelum") under a share swap transaction. In terms of the same, for every 33 ordinary shares of Kalevala, the Company had issued 46,900 equity shares of face value of INR 1.00 each as fully paid-up at an issue price of INR 53.47/- per share and for every 533 shares of Avelum, the Company had issued 94 equity shares of face value of INR 1.00 each as fully paid-up at an issue price of INR 53.47/- per share.
Accordingly, the Company acquired:
(a) 810 ordinary shares (31.52% stake) of Kalevala from Lionsgold India Holdings Limited, Mauritius and issued 11,51,181 equity shares of the Company to them.
(b) 105,000,000 shares (60% Stake) of Avelum of which
i. 68,250,000 shares of Avelum were acquired from Hira Infra Tek Limited, India and issued 1,20,36,585 equity shares of the Company to them; and
ii. 36,750,000 shares of Avelum from Med Edu Care Marketing Management, Dubai (represented by Dr Phani Bhushan Potu, Sole Proprietor) and issued 64,81,238 equity shares of the Company to them.
How the matter was addressed in our audit:
Our audit procedures to assess the accounting of Stake acquired through share swap options are as follows:
i. Obtained an understanding of the terms and conditions of the issue & acquisition of stake.
ii. Evaluated and verification of approval from various statutory & regulatory bodies such as SEBI, FEMA, MCA etc.
iii. Evaluated the accounting treatment of the purchases of stake in Subsidiary & Associates by the Management.
Information other than the Standalone Ind AS Financial Statements and auditor's report thereon
6. 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 standalone financial statements and our auditors' report thereon.
7. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
8. 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 in the 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 Standalone Ind AS Financial Statements
9. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements, that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity 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, read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; for safeguarding the assets of the Company; for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
10. 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.
11. Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditors Responsibility for the Audit of the Standalone Ind AS Standalone Financial Statements
12. 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 of users taken on the basis of these standalone financial statements.
13. 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 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 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 standalone 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 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.
14. 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.
15. 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.
16. 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 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
17. 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, to the extent applicable.
18. As required by Section143(3) of the Act, we report that:
i. 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;
ii. 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.
iii. The Standalone Ind AS Balance sheet, the standalone statement of profit and loss including other
comprehensive income, the statement of cash flow and the statement of changes in equity dealt with by this report are in agreement with the books of account.
iv. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind As) specified under Section 133 of the Act, read with relevant rule issued thereunder.
v. On the basis of the written representations received from the directors as on 31 March, 2024 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;
vi. With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
vii. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of 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 Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.
viii. With respect to the other matters to be included in the Auditors' 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. The Company does not have any pending litigations which may impact its standalone Ind AS financial statements;
ii. The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. The company does not have any amounts that pending to be transferred to the Investor Education and Protection Fund.
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. No dividend has been declared or paid during the year by the Company.
vi. Based on our examination, which included test checks, the Company has used accounting software 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 software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.
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.
For V K Beswal & Associates
Chartered Accountants Firm Registration No 101083W
CA Nishit S. Agrawal
Partner M No-159882
UDIN No. : 24159882BKCATT3977 Place : Mumbai Date : 30-May-2024
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