We have audited the accompanying Standalone Financial Statements of Om Infra Limited (formerly known as Om Metals Infraprojects Ltd.) ("the Company"), which includes its joint operations, 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 Flow and the Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements including a summary of significant accounting policies and other explanatory information. Company's Financial statements includes financial statements 9 Joint Operations audited by other auditors, report of which have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is based solely on the report of other auditors.
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 Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 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, 2024, and the profit, and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
The Company's financial statements have been audited under the Act have complied with the requirements of audit trail . Further no instance of audit trail feature being tampered with, was noted in respect of the accounting software.
Emphasis of Matter
1 Company's creditors have not submitted their status regarding classification as Micro, Small, and Medium Enterprises (MSME) under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Under the MSMED Act, the company is required to provide for interest on delayed payments to MSME creditors. Due to the lack of information on the classification of these creditors, the company has not been able to make the necessary interest provisions. This omission could have financial and legal implications, including potential non-compliance with the Act. We did not modify our opinion on the same.
2 As stated in Note no. 57(a) to the financial statements, The Company's non-current investments as at 31 March 2024 include investments aggregating Rs. 5589.70 Lacs and advances amounting to Rs. 6492.81 Lacs (Previous Year: Rs. 9757.72 Lacs) in its subsidiary, Bhilwara Jaipur Toll Road Private Limited. These investments and advances are considered good and recoverable by the management.
The Special Purpose Vehicle (SPV) has filed for termination with the respective authority and claimed the amount invested along with termination payments as per the concession agreement, amounting to Rs. 61,200.00 Lakhs. The arbitrator has awarded Rs. 77,943.00 Lakhs in favor of the SPV. Out of this awarded amount, the SPV has received Rs. 25,054.00 Lakhs to comply with the commercial court's order. This amount has been used to repay loans and cover other expenses. Amount Received from PWD is treated as current liability in Financial statements of SPV.
However, neither the arbitration award nor the amount received from the government has been accounted for in the SPV's financial statements as of the balance sheet date. This is because the Public Works Department (PWD) has challenged the arbitrator's award in an appeal to the High Court. Given the ongoing legal proceedings, the recognition of this amount in the financial statements has been deferred until there is a final resolution of the case.
3 As Stated point no. 57(b) to the financial statements, The Company's non-current investments as at 31 March 2024 include investments aggregating Rs. 2.50 Lacs and advances amounting to Rs. 748.14 Lacs (Previous Year: Rs. 747.98 Lacs) in its Joint Venture, Gurha Thermal Power Company Limited. These investments and advances are considered good and recoverable by the management.
The Joint Venture has filed for termination with the respective authority (DISCOMS) and has claimed the amount invested along with termination payments. Initially, the Rajasthan Electricity Regulatory Commission (RERC) dismissed the claim. Subsequently, the Joint Venture preferred an appeal before the Appellate Tribunal for Electricity (APTEL).
APTEL ruled in favor of the Joint Venture, awarding a total of Rs. 5,390.92 Lakhs, inclusive of interest. However, this verdict has not been accounted for in the Joint Venture's financial statements as of the balance sheet date. The decision has not been recognized in the financial statements due to the possibility of an appeal being filed against the APTEL's verdict in the Honorable Supreme Court. As the final outcome remains uncertain, the Joint Venture has deferred the recognition of the awarded amount in its financial records.
4 Company's Joint Venture Om Metals SPML Joint Venture Rwanda's Statotory Auditor L S Kumar & Associates, reported that RSSB & TPR Rwanda Taxes outstanding on 31.03.2024 are not paid since one year. As per Management the payment is in process.
Other Matter
(i) As per Annexure C which is seprately attached to this report, The Company has prepared a separate set of statutory financial statements for nine joint operations for the year ended 31 March 2024 in accordance with accounting principles generally accepted in India. These financial statements have been audited by other auditors under generally accepted auditing standards applicable in India. We did not seprately audit the these financial statements of joint operations included in the standalone financial statements, whose financial statements reflect total assets of Rs. 13091.17 Lacs as at 31 March 2024, total income of Rs. 39747.51 Lacs, and net profit aftertax of Rs. 12.86 Lacs for the year ended on that date, as considered in these standalone financial statements. Our opinion, insofar as it relates to the amounts and disclosures included for these joint operations, is based solely on the reports of the other auditors and the conversion adjustments prepared by the management of the Company, which have been audited by us. Our opinion is not qualified in respect of this matter
(ii) As stated in note no. 66 to the financial statements, The Company made claims against customer/parties/ subsidiaries/Joint ventures which represents work done in earlier years or loss of interest or any other matter which are either in dispute or yet to be finalized by both the parties amounting to Rs. 55719.44 Lacs (P.Y. Rs. 54850.14 lacs) net off counter claims of Rs.1805.74 lacs (P.y. Rs. 2517.16 lacs). Outcome of such claims are presently unascertainable. No adjustment has been made in the standalone financial statements. Our opinion is not qualified in respect of this matter.
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. The Key audit matters on financial statements of Engineering and Hotel Segments and joint operations of the Company are provided by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment is based solely on the report of other auditors.
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Key Audit Matter
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Auditor's Response
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l.Revenue Recognition
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Principal Audit Procedures
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Other Than Real Estate
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Other Than Real Estate
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There are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition.
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Our procedures included:
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The Company recognizes revenue and
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• Testing of the design and implementation of controls involved for the
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profit/loss on the basis of stage of
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determination of the estimates used as well as their operating
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completion based on the milestone approved by project authority.
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effectiveness;
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Cost contingencies are included in these
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• Testing the relevant information technology systems' access and change
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estimates to take into account specific
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management controls relating to contracts and related information used in
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uncertain risks, or disputed claims against
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recording and disclosing revenue in accordance with the new revenue
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the Company, arising within each contract. These contingencies are reviewed by the Management on a regular basis throughout the contract life and adjusted where appropriate.
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accounting standard;
• Testing a sample of contracts for appropriate identification of performance obligations;
• For the sample selected, reviewing for change orders and the impact on the estimated costs to complete;
• Engaging technical experts to review estimates of costs to complete for sample contracts; and
• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.
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Real Estate
Revenue from sale of constructed properties is recognised at a 'Point of Time', when the Company satisfies the performance obligations, which generally coincides with completion/possession of the unit.
Recognition of revenue at a point in time based on satisfaction of performance obligation requires estimates and judgements regarding timing of satisfaction of performance obligation, allocation of cost incurred to segment/units and the estimated cost for completion of some final pending works. Due to judgement and estimates involved, revenue recognition is considered as key audit matter.
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Real Estate
Our audit procedures on revenue recognition included the following:
• We verified performance obligations satisfied by the Company;
• We tested flat buyer agreements/sale deeds, occupancy certificates (OC), project completion, possession letters, sale proceeds received from customers to test transfer of controls;
• We conducted site visits during the year to understand status of the project and its construction status;
• We verified calculation of revenue to be recognised and matching of related cost;
• We verified allocation of common cost to units sold and estimates of cost yet to be incurred before final possession of units.
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2. Evaluation of uncertain tax positions
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Principal Audit Procedures
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The Company has material uncertain tax
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Obtained details of completed tax assessments and demands during the
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positions including search & Seizure
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year from management. We involved our internal experts to challenge the
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including matters under dispute which
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management's underlying assumptions in estimating the tax provision and
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involves significant judgment to determine
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the possible outcome of the disputes. Our internal experts also considered
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the possible outcome of these disputes.
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legal precedence and other rulings in evaluating management's position on these uncertain tax positions.
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Refer Note 50 to the Standalone Financial
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Additionally, we considered the effect of new information in respect of
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Statements.
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uncertain tax positions during the year to evaluate whether any change was required to management's position on these uncertainties.
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3. Recoverability of Indirect and direct
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Principal Audit Procedures
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As at March 31, 2024, non-current assets
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We have involved our internal experts to review the nature of the amounts
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in respect of withholding tax and others
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recoverable, the sustainability and the likelihood of recoverability upon
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include Cenvat recoverable amounting to Rs. 750.11 Lacs (P.Y. Rs. 739.36 Lacs) which are pending for adjudication and current excess input of GST Rs.609.14 Lacs (P.Y. Rs.1765.31 Lacs).
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final resolution.
We have checked the reconciliation prepared by management for GST input, but same reconciliations are not matched with books.
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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 Annexure to Board's Report, Business Responsibility 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.
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 Financial Statements
The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial statements that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.
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 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.
The Company uses an accounting software for maintaining its books of account 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 accounting software.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
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 annual financial statements.
Materiality is the magnitude of misstatements in the Annual Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors (i) in 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 Standalone 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.
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 sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "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 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 of those books;
c) The report(s) on the accounts of the segments office(s) i.e joint operations of the Company audited under section 143 (8) of the Act, by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
d) The Balance Sheet, the Statement of Profit and Loss including Other comprehensive income, statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the Joint operations, not visited by us.
e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
f) On the basis of the written representations received from the directors as on 31st March ,2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.
g) With respect to the adequacy of the internal financial controls with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;
h) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to 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:
a) the company has disclosed the impact of pending litigation on its financial position in its Financial Statement as referred in Note no. 50 to the Financial Statement.
b) The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on Long Term Contracts including derivative contracts.
c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.
d)
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 securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities ('the 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 ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the 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 ('the 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 such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
e) The Board of Directors of the Company have proposed final dividend for the year ended 31 March 2024 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.
For Ravi Sharma & Co.
Chartered Accountants
FRN:015143C
CA Sourabh Jain
Partner
M. No. 431571
UDIN: 24431571BKEZQZ8522
Place: Delhi
Date:23-05-2024
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