We have audited the accompanying financial statements of Innovative Tyres and Tubes Limited (“the
Company”), which comprise the Balance Sheet as at March 31,2024, the Statement of Profit and Loss
and the Statement of Cash Flows for the year then ended, and notes to the financial statements
including a summary of significant accounting policies and other explanatory information (hereinafter
referred to as “financial statements").
In our opinion and to the best of our information and according to the explanations given to us,
except for the possible effects of the matters described in the Basis for Qualified Opinion section of
our report, 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 principles generally accepted in India, of the state of affairs of the Company as at March
31, 2024, its profit and its cash flows for the year ended on that date.
Basis for Qualified Opinion
(a) As stated in Note Z(1)(Q) of the financial statement, The Company could not cancel Equity shares
held by Promoters and reduce equity share capital of the public shareholders because of
difference in Promoter and Public shareholding as per Hon'ble NCLT order and Actual
shareholding as on Date of Honorable NCLT Order (i.e. August 09, 2023). The Company has applied
to Hon'ble NCLT for rectification in the Order. Since the Hon'ble NCLT has reserved the order but
the order is awaited, we are unable to determine the quantum of Cancellation and Reduction in
Equity share capital.
(b) As stated in Note Z(1)(Q) of the financial statement, Post approval of Resolution Plan by Hon'ble
NCLT, Ahmedabad Bench, the approved resolution applicant took charge of the affairs of the
Company with effect from August 17, 2023 and constituted the new Board of Directors of the
Company. Further, the note explains that since the new Board of Directors took charge of the
Company with effect from August 17, 2023, they are not liable or responsible for any actions and
regarding the information pertaining to the period prior to August 17, 2023 and has relied upon
the explanations, clarifications, representations and statements made by the Resolution
Professional of the Company.
We conducted our audit in accordance with Standards on Auditing (SAs) specified under section
143(10) of the Act. 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 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 qualified opinion on the financial statements.
Emphasis of Matter
(a) We draw attention to Note Z(1)(Q) of the financial statement wherein:
i. The Company has reversed various liabilities (net) of Rs 3826.63 lakhs as per the
Hon’ble NCLT order and the said gain of Rs 3826.63 lakhs has been treated and shown
as exceptional items in the statement of profit and loss.
ii. As per the Hon’ble NCLT’s order, the company is required to make payment to
creditors as per the implementation schedule. The Company has made payments for
the due creditors as per the implementation schedule of the Resolution Plan except
for Rs. 4.91 lacs pertaining to a creditor and certain past employees for want of their
banking details. This remaining amount has been deposited in a special account
maintained by the Resolution Applicant M/s Ten on Ten Pvt Ltd.
(b) We draw attention to Note J of the financial statement, the amount of Impairment Loss
recognized in statement of Profit & Loss Account is Rs 9.23 Lacs and the amount of reversal
of Impairment Loss in statement of Profit & Loss Account is Rs 806.34 lakhs on the basis of
independent valuation reports.
Our report is not modified in respect of these matters.
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 year. 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. Except for the matters described in the Basis
for Qualified Opinion section above, we have determined that there are no other key audit matters
to communicate in our report.
Other Information
The Resolution Professional (RP), Board of Directors and the management are responsible for 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 financial statements and our auditor’s report
thereon.
Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report,
Corporate Governance and Shareholder’s Information are expected to be made available to us
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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 a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Resolution Professional (RP), Management and Those Charged with
Governance for the Financial Statements
The Resolution Professional (RP) and Company’s Board of Directors are 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 of the
Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards prescribed 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 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 statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management 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 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 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 this 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
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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 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 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 financial statements, including
the disclosures, and whether the 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 financial statements of the current year 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.
(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 report in “Annexure 1”, 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) of the Act, we report that:
a. We have sought and except for the matters described in the Basis for Qualified Opinion section
above, obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;
b. Except for the possible effects of the matters described in the Basis for Qualified Opinion
section above, 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 Statement of Cash Flows dealt
with by this report are in agreement with the books of account;
d. Except for the possible effects of the matters described in the Basis for Qualified Opinion
section above, in our opinion, the aforesaid financial statements comply with the Accounting
Standards prescribed under section 133 of the Act read with relevant rules issued thereunder;
e. The matters described under the Basis for Qualified Opinion above, in our opinion, may have
an adverse effect on the functioning of the Company;
f. On the basis of the written representations received from the directors as on March 31, 2024,
and 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.
g. The qualification relating to the maintenance of accounts and other matters connected
therewith are as stated in the Basis for Qualified Opinion section above.
h. With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate report in “Annexure 2” and we have expressed disclaimer of opinion for the reasons
stated in the said report;
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:
In our opinion and to the best of our information and according to the explanations given to
us, the remuneration paid/ provided by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act;
j. 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) Except for the matters described in the Basis for Qualified Opinion section above, The
Company has disclosed the impact of pending litigations on its financial position in its financial
statements Refer Note Z(3) on Contingent Liabilities to the 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 were no amounts which were 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 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(s) or entity(ies),
including foreign entities (“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;
(iv) (b) The management has represented that, to the best of its knowledge and belief, no
funds have been received by the Company from any person(s) or entity(ies), including foreign
entities (“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;
(iv) (c) Based on the audit procedures that are 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 Company has not declared nor paid any dividend during the year. Hence, reporting the
compliance with section 123 of the Act is not applicable.
(vi) The Company has migrated its books of accounts to update version of tally accounting
software and enable audit trail (edit log) facility effective from 1st April, 2023.
For Haribhakti & Co. LLP
Chartered Accountants
ICAI Firm Registration No. 103523W / W100048
V / ifU^ARAB)
Yash Bhatt 'feV ^ J^J)
Partner
Membership No. 117745
UDIN: 24117745BKBOZG8196
Place: Vadodara
Date: May 30, 2024
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