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Nuvoco Vistas Corporation Ltd.

BSE: 543334 Sector: Industrials
NSE: NUVOCO ISIN Code: INE118D01016
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OPEN 367.80
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VOLUME 2175
52-Week high 555.10
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Mkt Cap.(Rs cr) 13,369
Buy Price 374.75
Buy Qty 62.00
Sell Price 375.40
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OPEN 367.80
CLOSE 370.05
VOLUME 2175
52-Week high 555.10
52-Week low 260.00
P/E
Mkt Cap.(Rs cr) 13,369
Buy Price 374.75
Buy Qty 62.00
Sell Price 375.40
Sell Qty 11.00

Nuvoco Vistas Corporation Ltd. (NUVOCO) - Auditors Report

Company auditors report

To

The Members

NUVOCO VISTAS CORPORATION LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Nuvoco VistasCorporation Limited ("the Company") which comprise the standalone balance Sheetas at March 31 2022 and the standalone statement of profit and loss standalonestatement of changes in equity and standalone statement of cash flows for the year thenended and notes to the standalone financial statements including a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the standalone financial statements")

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act?) in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with Companies (Indian Accounting Standards)Rules 2015 as amended and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 and profit changes in equity andits cash flows forthe 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 Act. Our responsibilities under thoseStandards are further described in the Auditor?s Responsibilities for the Audit ofthe Standalone Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (ICAI) together with the ethical requirements that are relevant toour audit of the standalone financial statements under the provisions of the Act and theRules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

KeyAudit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Sr. Key Audit Matter No How the Key Audit Matter was addressed in our audit
1 Recognition Measurement and Presentation of Litigations Claims and Contingent Liabilities: Ouraudit procedures in respect of this area included:
a) Claim receivable under the Industrial Promotional Assistance scheme related to Mejia Cement Plant: The Company has an outstanding litigation with respect to Claims receivable from Government of West 1. We understood the processes evaluated the design and implementation of controls and tested the operating effectiveness of the Company?s controls over the recording and re-assessment of uncertain legal positions litigations claims and contingent liabilities.
Bengal under the West Bengal Incentive Scheme 2004. Outstanding claim receivable as at March 31 2022 amounts to Rs. 427.14 crores [Refer Note 69 to the standalone financial statements]. 2. We obtained an understanding of the nature of litigations pending against the Company by reading the minutes of the Board of Directors meetings and discussing the developments during the year for key litigations with Head of Legal and Compliance and other Senior Management personnel.
b) Contingent liabilities and other litigations: 3. Verified the completeness of the litigations and claims by examining on a sample basis the Company?s legal expenses.
The Company operates in multiple jurisdictions exposing it to a variety of different laws regulations and interpretations thereof. In such an environment there is an inherent risk of litigation.
Further the Company has disclosed significant open legal cases with respect to Competition Appellate Tribunal (COMPAT) [Refer Note 49 (iii) to the standalone financial statements] and other material contingent liabilities [Refer Note 49 to the standalone financial statements]. 4. Involved our internal tax experts to challenge management decisions and rationale with respect to provisions not made in the books of account or disclosed as contingent liability or cases which are remote and do not warrant any disclosure.
Given thecomplexityandmagnitudeof potential exposures to the Company the assessment of the existence of legal or constructive obligation and analysis of the probability of the related outflow of resources involves significant judgement by the management. Due to the level of judgement relating to recoverability of fiscal incentive recognition of provisions and disclosure of contingent liabilities this is considered to be a key audit matter. 5. We read the correspondence from Court authorities and considered legal opinion obtained by the Management from external law firms to evaluate the basis for not recognising any provision in the standalone financial statements. We also tested the independence objectivity and competence of such management experts involved.
6. We also obtained direct legal confirmations for significant matters from the law firms handling such matters to corroborate management?s conclusions.
7. For those matters where Management concluded that no provision should be recorded we also considered the adequacy and completeness of the Company?s disclosures made in relation to litigations claims and contingent liabilities.
2 Revenue Recognition: Discounts and Rebates: Refer to the disclosures related to Revenue recognition in Note 44 to the standalone financial statements. Our key audit procedures in respect of this matter are described below:
The Company records revenue net of such discounts and rebates as required under Ind AS 115- Revenue from contracts with customers. The Company sells cement in various states through its dealers. The Company gives various types of discounts and rebates to these dealers through various scheme based on the market conditions and competition. 1. Verified whether accounting policy adopted by the Company is in accordance with Ind AS 115 - Revenue from contracts with customers.
Due to the Company?s presence across different marketing regions within the country and the competitive business environment the estimation ofthe various types of discounts and rebates to be recognized based on sales made during the year is material and considered to be judgmental and involve significant estimation bythe management therefore this is considered to be a key audit matter. 2. Performed procedures to assess whether the design implementation and operating effectiveness of the controls related to the approval recording calculation and payments of rebates and discounts and the estimates for the year end provisions are in accordance with the discount schemes approved by the Head of Department.
3. Recalculated the discounts for certain schemes on test check basis.
4. Verified on test check basis the subsequent payments made against the year-end provision and also verified the actual pay-outs made against the previous year provision to test the reasonableness of the management estimation process.
5. Verified any reversal/ utilisation of discounts and rebates during the year and analysed the rationale for the same.
6. Verified the ageing for the discount payables under the schemes outstanding at the year end.
3 Ready Mix Cash Generating Unit (RMX ‘CGU?) Goodwill annual impairmentassessment: Our key audit procedures in respect of this matter are described below:
The Company carries goodwill related to ‘RMX? CGU in its standalone balance sheet as at March 31 2022. (Refer Note 4 ofthe standalone financial statements). 1. Obtained an understanding from the management with respect to process and controls followed by the Company to perform annual impairment test related to goodwill.
In terms with Ind AS 36 ‘Impairment of Assets? the carrying amount of the RMX CGU (including goodwill) is compared with the recoverable amount of the RMX CGU.
In determining the fair value/value in use of RMX CGU units the Company has applied judgment in estimating future revenues operating profit margins long-term growth rate and discount rates. The carrying value of goodwill is tested annually for impairment. The Company performed its annual impairment test of goodwill and determined that there was no impairment. Key assumptions concerning the impairment test are disclosed in Note 4 to the standalone Ind AS financial statements. 2. Evaluated the objectivity and independence of the specialist engaged by the Company and reviewed the valuation reports issued by such specialist.
Due to the significance of the carrying value of goodwill and judgment involved in performing impairment test this matter was considered significant to our audit. 3. Tested the inputs used in the Model by examining the underlying data and validating the future projections by comparing past projections with actual results including discussions with management.
4. Assessed the reasonableness of the assumptions used and appropriateness of the valuation methodology applied. Tested the discount rate and long term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate.
5. Performed sensitivity analysis on these key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by management.
6. Compared the recoverable amount as determined by the management with the carrying amount ofthe RMX CGU (including goodwill) to evaluate impairment if any.
7. Assessed and validated the adequacy and appropriateness of the disclosures made by the management is in accordance with Ind AS 36.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company?s Board of Directors is responsible forthe otherinformation. The other information comprises the information included in theCompany?s annual report but does not include the standalone financial statements andour auditor?s report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

The Company?s Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act; for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statement that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Board ofDirectors is responsible for assessing the Company?s ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany?s financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

We give in "Annexure A" a detailed description ofAuditor?s responsibilities for Audit of the Standalone Financial Statements.

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 "Annexure B" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) ofthe Act we reportthat:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from ourexamination ofthose books.

(c) The Standalone Balance Sheet the Standalone Statement of Profitand Loss the Standalone Statement of Changes in Equity and the Standalone Statement ofCash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended.

(e) On the basis ofthe written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors are disqualified as on March 31 2022 from being appointed as a director interms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlswith reference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure C".

(g) With respect to the other matters to be included in theAuditor?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 theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 49 and 69 to thestandalone financial statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. 1) The Management has represented that to the best of it?sknowledge and belief as disclosed in the Note 59 to the standalone financial statementsno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium 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 theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries;

2) The Management has represented that to the best of it?sknowledge and belief no funds have been received by the Company from any person orentity including foreign entities (Funding Parties) with the understanding whetherrecorded in writing or otherwise as on the date of this audit report that the Companyshall directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf oftheUltimate Beneficiaries.

3) Based on the audit procedures performed that have been consideredreasonable and appropriate in the circumstances and according to the information andexplanations provided to us by the Management in this regard nothing has come to ournotice that has caused us to believe that the representations under sub-clause (i) and(ii) of Rule 11(e) as provided under (1) and (2) above contain anymaterialmis-statement

v. The Company has neither declared nor paid any dividend during theyear.

3. As required by The Companies (Amendment) Act 2017 in our opinionaccording to information explanations given to us the remuneration paid by the Companyto its directors is within the limits laid prescribed under Section 197 of the Act and therules thereunder.

ForMSKA& Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Siddharth Iyer
Partner
Place: Mumbai Membership No. 116084
Date: May 202022 UDIN:22116084AJIHNJ5875

ANNEXUREA TO THE INDEPENDENT AUDITOR?S REPORT ON EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF NUVOCO VISTAS CORPORATION LIMITED

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the company has internal financial controls with reference to standalone financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management?s use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company?s ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor?sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor?s report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify duringouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements for the year ended March 312022 and are therefore the key auditmatters. We describe these matters in our auditor?s report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

ForMSKA& Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Siddharth Iyer
Partner
Membership No. H6084
Place: Mumbai UDIN: 22H6084AJIHNJ5875
Date: May20 2022

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF NUVOCO VISTAS CORPORATION LIMITED FOR THE YEAR ENDEDMARCH 312022

Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements? in the Independent Auditors? Report

i. (a) A. The company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant and Equipment.

B. The Company has maintained proper records showing full particularsof intangible assets

(b) All the Property Plant and Equipment have not been physicallyverified by the management during the year but there is a regular programme ofverification which in our opinion is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us thetitle deeds of immovable properties (other than properties where the company is the lesseeand the lease agreements are duly executed in favour of the lessee and self constructedbuildings) are held in the name of the company except for

Sr. Description of No. Property Gross carrying value (Amount in Rs. in crores) Held in Name of Whether promoter director or their relative or employee Period held - Indicate range where appropriate Reason for not being held in name ofcompany (also indicate if in dispute)
1 Freehold land 20.20 Sidhi Vinayak Cement Private Limited No 2019-20 Pursuant to the Hon?ble High Court of Gujarat Order dated June 2 2015 Sidhi Vinayak Cement Private Limited has been amalgamated along with its Nimbol Cement Plant with Nirma Limited. Subsequently pursuant to the Orders of the Hon?ble NCLT Ahmedabad and Mumbai dated November 25 2019 and January 9 2020 said Nimbol Cement Plant got demerged under the scheme of arrangement from Nirma Limited and merged into the Company. Transfer of name under Government records of the above title deeds related to Lands situated at Nimbol Cement Plant are under progress.
2 Freehold land 0.46 Nirma Limited No 2019-20
3 Freehold land 0.43 Nirma Limited and Sidhi Vinayak Cement Private Limited No 2019-20
4 Freehold land 57.00 Lafarge Aggregate and Concrete India Pvt Ltd No 2014-15 Pursuant to the Hon?ble High Court of Bombay Order dated February 13 2015 Lafarge Aggregate and Concrete India Pvt Ltd has been amalgamated with the Company however transfer of name under Government records are under progress.
5 Leasehold land 7.10 Lafarge Aggregate and Concrete India Pvt Ltd No 2014-15

(d) According to the information and explanations given to us theCompany has not revalued its property plant and Equipment (including Right of Use assets)and its intangible assets during the year. Accordingly the requirements under paragraph3(i)(d) of the Order are not applicable to the Company.

(e) According to the information and explanations given to us noproceeding has been initiated or pending against the Company for holding benami propertyunder the Benami Transactions (Prohibition) Act 1988 and rules made thereunder.Accordingly the provisions stated in paragraph 3(i) (e) of the Order are not applicableto the Company.

ii. (a) The inventory (excluding stocks with third parties) has beenphysically verified by the management during the year. In respect of inventory lying withthird parties these have substantially been confirmed by them. In our opinion thefrequency coverage and procedure of such verification is reasonable. The discrepanciesnoticed on physical verification of inventory as compared to book records were not 10% ormore in aggregate for each class of inventory.

(b) The Company has been sanctioned working capital limits in excess ofRs. 5 crores in aggregate from Banks/financial institutions on the basis of security ofcurrent assets. Quarterly returns / statements filed with such Banks/ financialinstitutions are in agreement with the books of account iii. (a) According to theinformation and explanation provided to us the Company has provided loans or providedadvances in the nature of loans or given guarantee or provided securityto any otherentity.

(A) The details of such loans or advances and guarantees or security tosubsidiary and Joint Ventures are as follows:

Loans Amount (f in crores)
Aggregate amount granted/provided during the year
- Joint Ventures 0.04 crores
Balance Outstanding as at balance sheet date in respect of above cases
- Subsidiary 1071.69 crores
- Joint Ventures 2.45 crores

(b) According to the information and explanations given to us and basedon the audit procedures performed by us we are of the opinion that the terms andconditions in relation to investments made guarantees provided securities given and / orgrant of all loans and advances in the nature of loans and guarantees are not prejudicialto the interest of the Company. However the loan and interest as been fully provided forin the standalone financial statements with respect to Joint venture amounting to Rs. 2.45crores.

(c) In case of the loans and advances in the nature of loan given toits subsidiary and Joint venture schedule of repayment of principal and payment ofinterest have been stipulated and the amount of principal and interest has yet not fallendue.

(d) There are no amounts overdue for more than ninety days in respectof the loan granted to Company/ Firm/ LLP/ Other Parties.

(e) According to the information and explanation provided to us theloan or advance in the nature of loan granted has not fallen due during the year. Hencethe requirements under paragraph 3(iii) (e) of the Order are not applicable to theCompany.

(f) According to the information and explanation provided to us theCompany has granted loans/ advances in the nature of loans repayable on demand or withoutspecifying any terms or period of repayment. The details of the same are as follows:

Particulars All Parties Promoters Related Parties
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand (A) Rs. 2.45 crores Nil Rs. 2.45 crores
- Agreement does not specify any terms or period of repayment (B) Nil Nil Nil
Total (A+B) Rs. 2.45 crores Nil Rs. 2.45 crores
Percentage of loans/advances in nature of loans to the total loans 0.23% Nil 0.23%

iv. In our opinion and according to the information and explanationsgiven to us the Company has not either directly or indirectly granted any loan to any ofits directors or to any other person in whom the director is interested in accordancewith the provisions of section 185 of the Act and the Company has not made investmentsthrough more than two layers of investment companies in accordance with the provisions ofsection 186 of the Act. Accordingly provisions stated in paragraph 3(iv) of the Orderarenotapplicableto the Company.

v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits from the public within the meaningof Sections 737475 and 76 of the Act and the rules framed there under.

vi. We have broadly reviewed the books of account relating tomaterials labour and other items of cost maintained by the Company pursuant as specifiedby the Central Government for the maintenance of cost records under sub-section (1) ofsection 148 of the Act and we are of the opinion that prima facie the prescribed accountsand records have been made and maintained. We have not however made a detailedexamination of the records with a view to determine whether they are accurate or complete.

vii. (a) According tothe information and explanations given to us andthe records of the Company examined by us in our opinion undisputed statutory duesincluding goods and service tax provident fund employees? state insuranceincome-tax sales-tax service tax duty of customs duty of excise value added tax cesshave been regularly deposited by the company with appropriate authorities in all casesduring the year.

(b) According to the information and explanation given to us andexamination of records of the Company the outstanding dues of income-tax goods andservice tax customs duty cess and any other statutory dues on account of any disputeare as follows:

Name of the statute Nature of dues f In Crores Period to which the amount relates Forum where dispute is pending Remarks if any
The Central Excise Act 1944 Differential excise dutyon Maximum Retail Price (MRP) value 73.57 2009-10 2010-11 and 2015-16 Various Appellate Authorities
Disallowance of Cenvat credit on goods/services 19.55 2003-04to 201718 Various Appellate Authorities Amount is net of payment made under protest of Rs. 0.39 Cr.
Excise Duty/ Additional excise duty on Not For Retail (NFR) sales 9.90 2008-09 to 201112 Various Appellate Authorities
Other excise dues 4.37 2006-07 to 201718 Various Appellate Authorities
The Central Sales Tax Act1956 Central Sales Tax 4.72 2000-012003-04 2007-08 and 2010- Hto 2016-17 Various Appellate Authorities Amount is net of payment made under protest of Rs. 6.10 Cr.
Various State Sales Tax Act Sales Tax 12.64 1999-2000to 2017-18 Various Appellate Authorities Amount is net of payment made under protest of Rs. 15.90 Cr.
Various State VAT Tax Act Value Added Tax 46.29 2008-09 to 201718 Various Appellate Authorities Amount is net of payment made under protest of Rs. 6.79 Cr.
SGST Act 2017 Transitional credit of VATintoSGST 0.06 2017-18 Deputy Commissioner State Tax Amount is net of payment made under protest of Rs. 0.05 Cr.
CGST Act 2017 Transitional credit of CENVAT credit into CGST 13.44 2017-18 Commissioner CGST Mumbai
IGST Act 2017 Imposition ofTax and Penalty 0.06 2018-19 Deputy Commissioner SGST Amount is net of payment made underprotestof Rs. 29144.
SGST Act 2017 Transitional credit of entrytax into CGST 0.00 2017-18 SeniorJoint Commissioner SGST Amount in dispute amounts to Rs. 46391.
GST Act 2017 Denial of ITC on ineligible input 0.99 2017-18 to 202021 Assistant Commissioner Hyderabad Rural STU-2
GST Act 2017 Denial of ITC on ineligible input and difference in Outward Liability 1.48 2018-19 Proper Officer Chennai
The Customs Act 1961 Customs Duty 14.44 1996-97 Assistant Commissioner Customs Mumbai
Finance Act 1994 Service Tax liability on income earned from own your wagon Scheme 0.82 2005-06to 2011-12 and 2017-18 Various Appellate Authorities
Service Tax liability on VSAT charges 1.87 2010-Hto 2015-16 Addl. Commissioner Kolkata Amount is net of payment made under protest of Rs. 0.02 Cr.
Service tax interest and penaltyon cheque dishonour charges 0.00 2015-16 Assistant Commissioner Bilaspur Amount in dispute amounts to Rs. 34611.
Service Tax liability on reverse charge 0.59 2016- 17 and 2017- 18 CESTAT Delhi Amount is net of payment made under protest of Rs. 0.06 Cr.
Entry tax Disputed demand in respect ofEntry Tax by various tax authorities 35.67 2000-01 to 2016-17 Various Appellate Authorities Amount is net of payment made under protest of Rs. 12.17 Cr.
Stamp Duty Stamp Duty paid under protest for change of Name fromGKW to LRCL 0.13 2011-2012 Jodhpur High Court Amount is net of payment made under protest of Rs. 1.67 Cr.
Income Tax Act 1961 Income Tax 60.47 2012-13 Income Tax Appellate Amount is net of payment made of Rs. 33.32 Cr. Lor the stated amount a stay has been obtained from the jurisdictional AO
Income Tax Act 1961 Income Tax 5.18 2018-19 CIT (A)
Income Tax Act 1961 Income Tax 2.89 2016-17 CIT (A)
Land Tax Land Tax 13.37 2007-2014 Supreme Court Challenged Land Tax levied by Rajasthan Govt on Mineral bearing land.
Land Tax Land Tax 12.92 2020-2021 Rajasthan High Court Imposition of Land Tax in CCP & NCP
Electricity Levy of cess on generation of electricity through DG sets challenged 2.23 2006-2021 Supreme Court
Conversion Charges conversion charges regarding agricultural lands converted for Industrial usage 0.50 2017-2018 Chittorgarh District Court
Development Surcharge Mines 12.65 2012-13 to 2021-22 Supreme Court
Development Surcharge & Infra Development Cess Mines 2.77 2013-14 Supreme Court Challenge of Levy of health & Environment Development Cess on Royalty by Govt of Rajasthan

viii. According to the information and explanations given to us thereare no transactions which are not accounted in the books of account which have beensurrendered or disclosed as income during the year in Tax Assessment of the Company. Alsothere are no previously unrecorded income which has been now recorded in the books ofaccount. Hence the provision stated in paragraph 3(viii) of the Order is not applicableto the Company.

ix. (a) In our opinion and according to the information andexplanations given to us the Company has not defaulted in repayment of loans orborrowings or in payment of interest thereon to any lender.

(b) According to the information and explanations given to us and onthe basis of our audit procedures we report that the company has not been declared wilfuldefaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanationprovided to us money raised by way of term loans during the year have been applied forthe purpose for which they were raised.

(d) In our opinion according to the information and explanationprovided to us there are no funds raised on short term basis. Accordingly the provisionstated in paragraph 3(ix)(d) of the Order is not applicable to the Company.

(e) According to the information and explanation given to us and on anoverall examination of the standalone financial statements of the Company we report thatthe company has not taken any funds from an any entity or person on account of or to meetthe obligations of its subsidiary or joint ventures and company does not have anyassociate company.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiary or joint venture and company doesnot have any associate company.

x. (a) In our opinion according to the information and explanationprovided to us money raised by way of initial public offer during the year have beenapplied for the purpose for which they were raised other than proceeds amounting to Rs.3.70 Crores which were unutilised at the end of the year have been retained in monitoringaccount. No money was raised by way of further public offer (including debt instruments)bythe Company.

(b) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully partly or optionallyconvertible debentures during the year. Accordingly the provisions stated in paragraph 3(x)(b) of the Order are not applicable to the Company.

xi. (a) During the course of our audit examination of the books andrecords of the Company carried out in accordance with the generally accepted auditingpractices in India and according tothe information and explanations given to us we haveneither come across any instance of material fraud bythe Company or on the Company.

(b) We have not come across of any instance of material fraud by theCompany or on the Company during the course of audit of the standalone financial statementfor the year ended March 31 2022 accordingly the provisions stated in paragraph (xi)(b)of the Order is not applicable to the Company.

(c) We have taken into consideration the whistle blower complaintsreceived by the company during the year while determining the nature timing and extent ofaudit procedures.

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly the provisions stated inparagraph 3(xii) (a) to (c) of the Order are not applicable tothe Company.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards

xiv. (a) In our opinion and based on our examination the Company hasan internal audit system commensurate with the size and nature of its business.

(b) We have considered internal audit reports issued by internalauditors during our audit.

xv. According to the information and explanations given to us in ouropinion during the year the Company has not entered into non-cash transactions withdirectors or persons connected with its directors and hence provisions of section 192 ofthe Act are not applicable to company. Accordingly the provisions stated in paragraph3(xv) of the Order are not applicable to the Company.

xvi. (a) In our opinion the Company is not required to be registeredunder section 45 IA of the Reserve Bank of India Act 1934 and accordingly the provisionsstated in paragraph clause 3 (xvi)(a) of the Order are not applicable to the Company

(b) In our opinion the Company has not conducted any Non-BankingFinancial or Housing Finance activities without any valid Certificate of Registration fromReserve Bank of India. Hence the reporting under paragraph clause 3 (xvi)(b) of the Orderare not applicable to the Company.

(c) The Company is not a Core investment Company (CIC) as defined inthe regulations made by Reserve Bank of I ndia. Hence the reporting under paragraphclause 3 (xvi)(c) of the Order are not applicable to the Company.

(d) The Company does not have any CIC as part of its group. Hence theprovisions stated in paragraph clause 3 xvi (d) of the order are not applicable to thecompany.

xvii. Based on the overall review of standalone financial statementsthe Company has not incurred cash losses in the current financial year and in theimmediately preceding financial year. Hence the provisions stated in paragraph clause 3(xvii) of the Order are not applicable tothe Company.

xviii. There has been no resignation of the statutory auditors duringthe year. Hence the provisions stated in paragraph clause 3 (xviii) ofthe Order are notapplicable tothe Company.

xix. According to the information and explanations given to us andbased on our examination of financial ratios ageing and expected date of realisation offinancial assets and payment of liabilities other information accompanying the standalonefinancial statements our knowledge ofthe Board of Directors and management plans we areof the opinion that no material uncertainty exists as on the date of audit report and theCompany is capable of meeting its liabilities existing at the date of balance sheet as andwhen they fall due within a period of one year from the balance sheet date.

xx. According to the information and explanations given to us theprovisions of section 135 of the Act are applicable to the Company. The Company has madethe required contributions during the year and there are no unspent amounts which arerequired to be transferred to the special account as on the date of our audit report.Accordingly the provisions of paragraph (xx)(a) to (b) of the Order are not applicable tothe Company.

xxi. The reporting under clause 3(xxi) of the Order is not applicablein respect of audit of standalone financial statements. Accordingly no comment in respectofthe said clause has been included in the report.

ForMSKA& Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Siddharth Iyer
Partner
Membership No. H6084
Place: Mumbai UDIN: 22H6084AJIHNJ5875
Date: May 20 2022

ANNEXURE C TO THE INDEPENDENT AUDITOR?S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF NUVOCO VISTAS CORPORATION LIMITED

[Referred to in paragraph 2 (f) under ‘Report on Other Legal andRegulatory Requirements? in the Independent Auditors? Report of even date to theMembers of Nuvoco Vistas Corporation Limited on the Financial Statements for the yearended March 312022

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

Opinion

We have audited the internal financial controls with reference tostandalone financial statements of Nuvoco Vistas Corporation Limited ("theCompany") as of March 31 2022 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date. In our opinion theCompany has in all material respects an adequate internal financial controls withreference to standalone financial statements and such internal financial controls withreference to standalone financial statements were operating effectively as at March 312022 based on the internal control with reference to standalone financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI) (the"Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company?s Management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tostandalone financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company?s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company?sinternal financial controls with reference to standalone financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note and the Standards onAuditing issued by ICAI and deemed to be prescribed under section 143(10) of the Act tothe extent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to standalone financial statements was established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofinternal financial controls with reference to standalone financial statements assessingthe risk that a material weakness exists and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor?s judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to StandaloneFinancial Statements

A Company?s internal financial control with reference tostandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of standalonefinancial statements for external purposes in accordance with generally acceptedaccounting principles. A Company?s internal financial control with reference tostandalone financial statements includes those policies and procedures that (1) pertain tothe maintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company?s assets that could have a material effect on thestandalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial control with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

ForMSKA& Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Siddharth Iyer
Partner
Membership No. 116084
Place: Mumbai UDIN:22116084AJIHNJ5875
Date: May 20 2022

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