on the Restated Statement of Assets and Liabilities as at March 31 2021 March 312020 and March 31 2019 the Restated Statement of Profit and Loss (including OtherComprehensive Income) Restated Statement of Changes in Equity Restated Cash-flowStatement Summary Statement of Significant Accounting Policies and Other ExplanatoryInformation for each of the years ended March 31 2021 March 31 2020 and March 31 2019.
The Board of Directors
Exxaro Tiles Limited
(Formerly known as Exxaro Tiles Private Limited and RICASIL CeramicIndustries Pvt. Ltd.) Sur. No. 169 and 170 Vavdi Harsol Road Talod Sabarkantha383305 Gujarat India.
1. We have examined the attached Restated Standalone Financial Information ofExxaro Tiles Limited (the Company) (Formerly known as Exxaro Tiles PrivateLimited and Ricasil Ceramic Industries Private Limited) comprising the RestatedStandalone Statement of Assets and Liabilities as at March 31 2021 March 31 2020 and2019 the Restated Standalone Statements of Profit and Loss (including other comprehensiveincome) the Restated Standalone Statement of Changes in Equity the Restated StandaloneCash Flow Statement for each of the years ended March 31 2021 2020 and 2019 the SummaryStatement of Significant Accounting Policies and other explanatory information asapproved by the Board of Directors of the Company at their meeting held on July 8 2021for the purpose of inclusion in the Red Herring Prospectus (RHP Prospectus)prepared by the Company in connection with its proposed Initial Public Offer of equityshares (IPO) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act 2013 (theAct");
b) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 as amended from time to time in pursuance of provisionsof Securities and Exchange Board of India Act1992 (the "SEBI ICDRRegulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by theInstitute of Chartered Accountants of India (ICAI) as amended from time totime (the Guidance Note).
Management's Responsibility for the Restated Ind AS Summary Statements
2. The Company's Board of Directors is responsible for the preparation of theRestated Standalone Financial Information for the purpose of inclusion in the RHPProspectus to be filed with Securities and Exchange Board of India relevant stockexchanges and Registrar of Companies Gujarat in connection with the proposed IPO. TheRestated Standalone Financial Information has been prepared by the management of theCompany on the basis of preparation stated in note 2(A) to the Restated StandaloneFinancial Information. The Board of Directors of the company responsibility includesdesigning implementing and maintaining adequate internal control relevant to thepreparation and presentation of the Restated Standalone Financial Information. TheCompanies Board of Directors is also responsible for identifying and ensuring that theCompany complies with the Act ICDR Regulations and the Guidance Note.
3. We have examined such Restated Standalone Financial Information taking intoconsideration:
a) The terms of reference and terms of our engagement agreed upon with you inaccordance with our engagement letter dated October 28 2020 in connection with theproposed IPO of equity shares of the Company;
b) The Guidance Note also requires that we comply with the ethical requirements of theCode of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based onverification of evidence supporting the Restated Standalone Financial Information;
d) The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities inrelation to your compliance with the Act the ICDR Regulations and the Guidance Note inconnection with the IPO.
Restated Ind AS Summary Statements as per audited Financial Statements
4. The Restated Standalone Financial Information have been compiled by themanagement of the Company from:
a) Audited Ind AS financial statements of the Company as at and for the year endedMarch 31 2021 prepared in accordance with Ind AS as prescribed under Section 133 of theAct and other accounting principles generally accepted in India (together the IndAS Financial Statements) which have been approved by the Board of directors of theCompany at their meetings held on June 18 2021. b) The Restated Standalone FinancialInformation also contains the proforma Ind AS financial information as at and for the yearended March 31 2020 and 2019. The proforma Ind AS financial information have beenprepared by making Ind AS adjustments to the audited Indian GAAP financial statements asat and for the year ended March 31 2020 2019 which have been approved by the Board ofDirectors at their meeting held on July 8 2021 as described in Note 41 to the RestatedStandalone Financial Information.
5. We have audited the special purpose financial information of the Company forthe year ended March 31 2020 prepared by the Company in accordance with the Ind AS forthe limited purpose of complying with the requirement of getting its financial statementsaudited by an audit firm holding a valid peer review certificate issued by the PeerReview Board of the ICAI as required by ICDR Regulations in relation to proposedIPO. We have issued our report dated February 19 2021 on this special purpose financialinformation to the Board of Directors who has approved these in their meeting held onFebruary 19 2021.
6. For the purpose of our examination we have relied on:
a) Auditors' report of the Company's previous auditors M/s. S J V P & Associates.Chartered Accountants (the Previous Auditors) dated November 01 2020September 05 2019 on the Audited Standalone Financial Statements of the Company as atand for the years ended March 31 2020 and March 31 2019 respectively as referred inpara 4 above.
The audits for the financial years ended March 31 2020 and 2019 were conducted by theCompany's previous auditors M/S. S J V P & Associates. (the PreviousAuditors) and accordingly reliance has been placed on the standalone statement ofassets and liabilities and the stated standalone statements of profit and loss and cashflow statements the Summary Statement of Significant Accounting Policies and otherexplanatory information examined by them for the said years. The examination reportincluded for the said years is based solely on the report submitted by the PreviousAuditors.
7. Based on our examination and according to the information and explanationsgiven to us and based on the para 4 above we report that the Restated Summary FinancialInformation:
a. has been prepared after incorporating adjustments for the changes in accountingpolicies material errors and regrouping/reclassifications retrospectively in thefinancial years ended March 31 2020 2019.
b. There were no qualifications in Auditor's Report on the Standalone Audited FinancialStatements of the Company for the year ended March 31 2021 2020 and 2019 which requireany adjustments to the Restated Financial Information. However our report dated June 182021 includes emphasis of matter on impact of COVID-19 on operation of the Company.Qualifications in the Companies (Auditor's Report) Order 2016 issued by the Central
Government of India in term of Sub Section (11) of the section 143 of the Act which donot require any corrective adjustments in the Restated Summary Financial Statement havebeen disclosed in Annexure A to the Independent Auditor's Examination Reporton the Restated Statement; and
c. have been prepared in accordance with the Act SEBI ICDR Regulations and theGuidance Note.
8. We have not audited or reviewed any financial statements of the Company as ofany date or for any period subsequent to March 31 2021. Accordingly we express noopinion on the financial position results of the operations or cash flow of the Companyas of any date or for any period subsequent to March 31 2021.
9. The Restated Financial Information does not reflect the effects of eventsthat occurred subsequent to the respective dates of the reports on the audited Ind ASfinancial statements mentioned in paragraph 4 above.
10. This report should not in any way be construed as a reissuance or re-dating of anyof the previous audit reports issued by us or the Previous Auditors nor should thisreport be construed as a new opinion on any of the financial statements referred toherein.
11. We have no responsibility to update our report for events and circumstancesoccurring after the date of the report. Our report is intended solely for use of the Boardof Directors for inclusion in the RHP and Prospectus to be filed with Securities andExchange Board of India and relevant stock exchanges in connection with the proposed IPO.Our report should not be used referred to or distributed for any other purpose exceptwith our prior consent in writing. Accordingly we do not accept or assume any liabilityor any duty of care for any other purpose or to any other person to whom this report isshown or into whose hands it may come without our prior consent in writing.
Restated Ind AS Summary Statements does not contain any qualifications requiringadjustments. However our report dated June 18 2021 includes emphasis of matter on impactof COVID - 19 on operations of the Company. Also qualifications in the Companies(Auditor's Report) Order 2016 issued by the Central Government of India in term of SubSection (11) of the section 143 of the Act which do not require any correctiveadjustments in the Restated Summary Financial Statement are as follows:
As at and for the year ended March 31 2021
a) Emphasis of Matter
We draw your attention to note 42 of the statement which states the management'sestimation of impact of COVID-19 on the financial result of the company for the quarterand year ended on 31st March 2021.
Our opinion is not modified in respect of this matter.
b) Annexure to Auditor's report for the financial year ended March 31 2021
According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues in respect of income-tax profession tax sales tax VAT GSTand service tax and including provident fund employees' state insurance duty ofcustoms duty of excise cess and any other material statutory dues as applicable withthe appropriate authorities apart from a few cases of delay in payment of income-tax GSTduty of customs and provident fund.
According to the information and explanations given to us and the records of theCompany examined by us there are dues which have been disputed and not paid as outlinedbelow:
|Name of Statute ||Nature of Dues ||Disputed Amount (in Rs.) ||Period to which the amount relates ||Forum where dispute is pending The Commissioner |
|The Income Tax Act 1961 ||Income Tax ||4064520 ||A.Y. 2013-14 ||of Income-tax (Appeals) Ahmedabad- 2 |
|The Income Tax Act 1961 ||Income Tax ||26378290 ||A.Y. 2015-16 ||The Commissioner of Income-tax (Appeals) Ahmedabad- 2 |
|The Income Tax Act 1961 ||Income Tax ||873105 ||A.Y. 2016-17 ||The Commissioner of Income-tax (Appeals) Ahmedabad- 2 |
|The Income Tax Act 1961 ||Income Tax ||100371 ||A.Y. 2017-18 ||The Commissioner of Income-tax (Appeals) Ahmedabad- 2 |
|The Gujarat Value Added Tax Act 2003 ||Value Added Tax ||1258207 ||F.Y. 2010-11 ||Dy. Commissioner of Commercial Tax Appeal Commercial Tax Office Baroda |
|The Gujarat Value Added Tax Act 2003 ||Value Added Tax ||11088801 ||F.Y. 2011-12 ||Dy. Commissioner of Commercial Tax Appeal Commercial Tax Office Baroda |