Tantia Constructions LimitedReports on the Audit of Standalone Ind AS Financial Statements Disclaimer of Opinion
We have audited the accompanying financial results of Tantia Constructions Limited (the Company), which comprise the Balance Sheet as at 31st March, 2024, the statement of Profit and Loss Accounts (including other comprehensive income), the statement of change in Equity and statement of Cash Flows for the year ended, and Notes to the financial statement including a summary of the significant accounting policies other explanatory information (hereinafter 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 Standalone financial statements give the information required by the Act 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standard prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rule, 2014 as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, and profit/loss, total comprehensive income, the changes in equity and its cash flows and 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 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the I nd AS financial statements of the current period. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our professional judgment, we have determined that there is no key audit matter to be communicated in our report.
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Key Audit Matter
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How our audit addresses the key audit matters
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1
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Implementation of Approved Resolution Plan (RP) & financial impact arising out of Approved resolution plan implementation.
Refer Note 55 to the standalone Ind AS financial statements for the details regarding CIR process and the roadmap of revival of the company in terms of approved Resolution plan. During the Course of the implementation of Resolution Plan, discrepancy was identified w.r.t to shares of erstwhile promoters and the consequent transfer of control of the company to new promoters.
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Out audit work included, but was not restricted to
performing the following procedure:
- We have reviewed the extracts of resolution plans submitted by the Resolution applicant and NCLT order dated 24th Feb 2020 along with NCLT order passed by Kolkata Bench dt 1st May 2023 along with the corrigendum order dated 18th May 2023.
- Reviewed 'management's process for review and implementation of RP
- Reviewed the provisions of RP to understand the requirements of the said plan and evaluated the possible impact of same
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Key Audit Matter
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How our audit addresses the key audit matters
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Reliance was placed Management Representation regarding the existence and valuation of all the Assets (viz fixed assets, Investment, Trade Receivable, Stock, Bank Accounts, other Assets and receivable from related parties) & Liabilities (viz provisions, borrowings, statutory & other Liabilities ) post implementation .
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- The cancellation of 9919032 equity shares held by the erstwhile promoters of the company.
- Reduction in the face value of Equity Shares of the Company from Rs 10/ to Rs 1/-.
- Issue of 136176934 Equity Shares of Rs 1/- each were issued to SRA and its nominee through Preferential allotment.
- Application has been filled by Company before NCLT Kolkata for upgradation of company account from NPA.
- We also review the appropriateness of the presentation of these events in the financial statement.
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Emphasis of Matters
a. Note 55 to the financial results states that the Company was under the Corporate Insolvency Resolution Process (“CIR Process”) in terms of provisions of the Insolvency and Bankruptcy Code 2016 (“Code”), pursuant to a section 7 petition filled by State Bank of India under the Code. Pursuant to the Company obtaining necessary regulatory approvals, from the Hon'ble NCLT vide order dated 1 st May 2023 read with corrigendum order dated 18th May 2023. The company board is reconstituted on 17th June 2023.
b. The Company has initiated a reconciliation process with Trade Receivable, Advances to Vendor and Creditors to determine the continuation of contracts, details of work in progress with age, stage of completion, progress billing, dispute and undisputed dues. The Company has made a provision of Rs 1845 Lakh as provision for estimated credit loss based on own assessment of the T rade Receivable, Advance to Vendor and Creditors. We relied on the Management Representation on the carrying amount and provisions for expected credit loss as at March 2024.
c. Company made a provision for impairment loss of INR 5424 Lacs account of fair value of investment in Subsidiary, Associates and Joint Venture based on independent impairment study by company.
d. Other income of INR 7595 Lakh (Previous Year INR 7851 lakhs) includes income of INR 7468 Lakh (Previous Year INR 6359 Lakhs) on account of net gain arises on financial assets measured at FVTPL (basis respective prevailing coupon rate) of Preference Shares of Tantia Infrastructure Private Limited (100% Subsidiary).
e. Exceptional Item of INR 1697 includes written off INR 4173 Lakh and liability written back of INR 7563 Lakh from subsidiary and stepdown subsidiary and Joint Venture,and INR 1845 Lakh provision for bad and doubtful debts on account of Debtors, Advance to Vendor and creditors.
f. Revenue from operation of INR 5305 Lakh includes 2292 Lakh on account of unbilled revenue.
g. Company Earning Profit Per Share and Diluted Earnings per share is not comparable with previous year due to cancellation of Shares and issue of new shares on preferential basis.
h. Company has not accounted for INR 32 Lakh (April 23 to March 24) as rental income for RMC plant at Guwahati cumulative income not accounted for INR 32 Lacs (from April 23 to March 24). Hence standalone profit is understated by INR 32 Lakh.
i. M/s Tantia Sanjauliparkings Private Limited (TSPL) has been admitted to CIR process by adjudicating Authority vide order dated 23rd March 2023 and financial statement as on 31st March 2024 is not available for consolidation. The company made a provision for impaired loss of INR 774 Lakhs on account of investment in associate company.
Our opinion is not modified in respect of the above matters.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Director is responsible for the preparation of the other information. The other information comprises the Corporate Information, Management Discussion and analysis and Director Report including Annexure to Director Report, Business Responsibility Report, Corporate Governance and Shareholder's information, but does not include Standalone Ind AS financial statements and our auditor's report thereon.
Our opinion on the Standalone Ind AS financial statements does not cover the other information and we db not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Ind AS 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 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.
Responsibilities of Management and those in charges with Governance for the Standalone Ind AS Financial Statements
The Company's Management is responsible for the matters stated in section 134(5) of the Companies Act 2013 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 comprehensive income, change in equity and cash flows of the Company in accordance with the other accounting principles generally accepted in India including India Accounting Standard(Ind AS). 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 control 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 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.
Board of Director are responsible for overseeing the Company's financial reporting process.
Auditor Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS 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 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 skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Ind AS 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 Companies Act, 2013, 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 and Board of Directors.
• 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 upto 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 Ind AS financial statements, including the disclosures, and whether the Standalone Ind AS 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 significant in the audit of the Standalone Ind AS financial statements for the financial year ended on 31st March 2024 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulator precludes public disclosure about the matter or when,in extreme 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 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 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.
2. As required by Section 143(3) of the Act, based on our audit 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 except for the matter stated in paragraph 2(h)(iv) below on reporting under rule 11 (g) of the Companies (Audit and Auditors), Rules 2014 (as amended) (“the Rule”).
c. The Balance Sheet, the Statement of Profit and Loss including the statement of other Comprehensive Income, Statement of Change in Equity and the Statement of Cash Flow dealt with in this Report are in agreement with the books of account.
d. In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.
e. On the basis of written representation received from the director as on 31st March 2024 taken on record by the Board of Directors, none of the director are disqualified as on 31st March 2024 from being appointed as Director in terms of Section 164(2) of the Act.
f. The Modification relating to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in 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 Rules.
g. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report.
h. With respect to the matter to be included in the Auditor's Report under section 197(16) of the Act.
In our opinion and according to information and explanation given to us, 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. 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.
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. The Company has disclosed the impact of pending litigation on its financial position in its Standalone Ind AS financial statement refer note no 39.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any materials 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, as disclosed in the notes 58 to the standalone
financial statement, 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,-
i. 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
ii. provide any guarantee, security or the like 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, as disclosed in the notes 58 to the standalone financial statement,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 otherwise, that the Company shall,
i. directly or indirectly, lend or invest in other entities or persons identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate beneficiaries”) or
ii. provide any guarantee, security or the like on behalf of the Ultimate beneficiaries and
(c) Based on such audit procedures that we 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) contain any materials misstatement.
v. The company has not declared any dividend during the year under review.
vi. Based on our examination which included test checks, the Company has used accounting software for maintenance its books of account which has a feature of recording of audit trail (edit log) facility, which was enabled, except in respect of certain relevant transactions at application level. Further we were unable to verify whether the audit trail feature was enabled at the database level in respect to this software, to log any direct data changes.
The audit trail facility, which was enabled at the application level, as reported above, has been operated for relevant transactions recorded throughout the year.
During the course of our examination, we did not come across any instance of audit trail being tampered with.
For J Jain and Company Chartered Accountants Firm Reg. No. 310064E
CA Sanjay Lodha
Partner
M. No 058266
Date: 29.05.2024 Place: Kolkata
UDIN No:- 24058266BJZZFG4680
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