The Members of
Oriental Rail Infrastructure Limited
(Formerly known as Oriental Veneer Product Limited)
Report on the Audit of the Standalone Financial Statements
We have audited the standalone financial statements of Oriental Rail InfrastructureLimited (Formerly known as Oriental Veneer Product Limited) ("the Company")which comprise the Balance Sheet as at March 31 2021 the Statement of Profit and Loss(including other comprehensive income ) Statement of Changes in Equity and Cash Flowstatement for the year then ended and a summary of significant accounting policies andother explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the companyas at March 31 2021 and its profit (including other comprehensive income) changes inequity and cash flows fortheyear ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of thestandalone financial statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Companies Act 2013 andtheRules 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.
Emphasis on Matters
Refer note no. 36 to the financial statements which states that During the year Companyhas only spent of Rs.29.72 Lakhs against the amount of Rs.36.91 Lakhs to be spent towardsCorporate Social responsibility. The Company yet to be transferred to special account incompliance with provision of sub section (6) of section 135 of the said Act.
Refer note no. 31 to the financial statements realting to dues to micro and smallenterprises as defined under the MSMED Act2006 the company has not made interestprovision on late payment to creditors dues to the negotiation on the accepted date andmaterial issues under the said act as per applicable provision of the law in respect tothe extent of such parties have been identified on the basis of information collected bythe management.
Refer note no. 40 to the financial results which explain the uncertainties and themanagement's assessment of the financial impact due to the lock-downs and otherrestrictions and conditions related to COVID-19 pandemic situation for which definitiveassessment of the impact in the subsequent period is dependent upon circumstances as theyevolve.
Our opinion is not qualified in respect of above matter.
Key Audit Matters
Key audit matters are those matters that in our professions judgment were ofmostsignificanceinourauditofthestandalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financiastatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'report thereon.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance (changes in eguity) and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the accountingStandards specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financia controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statement that give a true and fair view andare free from material misstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentions omissions misrepresentations orthe override of interna control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)
(i) of the Act we are also responsible for expressing our opinion on whether thecompany has adequate interna financial controls with reference to standalone financiastatements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a mannerthat achieves fairpresentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication. Report onOther Legal and Regulatory Requirements
1 As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Actwe give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.
2 As required by Section 143(3) of the Act we further report that:
a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of ouraudit.
b. In ouropinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.
c. The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis report are in agreement with the books of account.
d. Except for the matter described in the Basis of other matters paragraph In ouropinion the aforesaid standalone financial statements comply with applicable Ind ASspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.
e. On the basis of written representations received from the directors as on March 312021 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2021 from being appointed as a director in terms of Section 164(2) of theAct.
f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls referto ourseparate Report in Annexure B'. Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company's internal financial controls over financialreporting.
g. With respect to the matter to be included in the Auditors' Report in accordance withthe requirements of section 197(16) as amended;
In our opinion and according to the information and explanations given to us theremuneration paid by thte Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.
h. with respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note 28 to the standalone financiastatements if any;
(ii) The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts;
(iii) There has not been an occasion in case of the company during the year underreport to transfer any sums to the Investor Education and Protection Fund. The question ofdelay in transferring such sums does not arise.
TO THE INDEPENDENT AUDITORS' REPORT
[Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" Section of our report of even date]
i. a. The Company has maintained proper records showing full particualrs includingquantitative details and situation of fixed assets.
b. The Company has a program of verification to cover all the items of fixed assets ina phased manner which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program certain fixed assets werephysically verified bythe management during the year. According to the information andexplanations given to us no material discrepancies were noticed on such verification.
c. According to the information and explanations given to us and the records examinedby us and based on the examination of the conveyance deeds provided to us we report thatthe title deeds comprising all the immovable properties of land and buildings which arefreehold are held in the name of the Company as at the balance sheet date.
ii. The inventory has been physically verified by the management at reasonableintervals during the year. In our opinion the frequency of such verification isreasonable. In respect of inventory lying with third parties these have substantiallybeen confirmed by them. According to the information and explanation provided to us thediscrepancies noticed on verification between the physical stocks and the book recordswere not material and have been properly dealt with in the books of accounts.
iii. a. The Company has granted loans to one wholly owned subsidiary ocompany coveredin the register maintained under section 189 of the Companies Act 2013. The terms andconditions of loan which in our opinion and according to the information and explanationsgiven to us the terms and conditions are generally not prejudicial to the Company'sinterest.
b. As per information and explanation given to us the principal/interest amounts arerepayble on demand and there is no repayment schedule.
c. As per information and explanation given to us the principal/interest amounts arerepayble on demand and hence the amount has not overdue for more than 9C days.
iv. in our opinion and according to the information and explanations given to us andconsidering the legal opinion taken bythe Company on applicability of section 185 andsection 186 of the Companies Act 2013 and the Company has complied with the provisions ofsection 185 of the Companies Act 2013. Further based on the information and explanationsgiven to us being an infrastructure company provision of section 186 of the CompaniesAct 2013 is not applicable to the Company and hence not commented upon.
v. According to the information and explanation given to us the Company has notaccepted any deposits covered under section 73 to 76 of the Act or any other relevantprovisions of the Companies Act 2013 and the rules framed there under. Accordinglyclause 3(v) of the Order is not applicable.
vi. We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules 2014 prescribed by the central government undersection 148(lXd) of the Companies Act 2013 and are of the opinion that Prima Facie theprescribed accounts and cost records have been maintained we have however not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete.
vii. According to the information and explanations given to us in respect of statutorydues:
a. According to Information and explanation given to us undisputed statutory duesincluding Provident Fund Employees State Insurance Income Tax Sales Tax Wealth TaxService Tax
Duty of Customs Duty of Excise Value added Tax Cess and other material statutorydues have generally regularly deposited with the appropriate authorities though there hasbeen a slight delay in a few cases.
b. According to the information and explanations provided to us no undisputed amountspayable in respect of Provident Fund Employees' State nsurance Income-Tax Service TaxSales-Tax Goods and Services Tax Duty of Custom Duty of Excise Value Added Tax Cessand Other Statutory Dues were outstanding at the year end for a period of more than sixmonths from the date they became payable except below;
|Name of the Statute ||Nature of the Dues ||Period ||Remarks if any |
|Income Tax Act1961 ||Self Assessment Tax ||A.Y. 2019-20 ||Company has not paid Rs. Rs. 266.59 Lakhs forthe A.Y.2019-20 |
|Income Tax Act1961 ||Self Assessment Tax ||A. Y. 2020-21 ||Company has not paid Rs. Rs. 624.16 Lakhs for the A.Y.2020-21 |
|Income Tax Act1961 ||Advance Tax ||A.Y. 2021-22 ||Company has not paid advance tax for the A.Y.2020-21. |
viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to banks. The Companydid not have any outstanding loans or borrowings from financial institutions or governmentand there are no dues to debenture holders during the year.
ix. The company has not raised any money by way of initial public offer and furtherpublic offer (including debt instruments) during the year. Also the company has not raisednew term loans during the year. The term Loans outstanding at the beginning of the yearbeen applied for the purposes for which they were raised.
x. To the best of our knowledge and according to the information and explanations givento us no materia fraud by the Company or on the Company by its officers or employees hasbeen noticed or reported during the course of our audit.
xi. In our opinion and according to the information and explanations given to us theCompany has not paid / provided any managerial remuneration during the year and hencereporting under clause 3 (xi) of the Order is not applicable.
xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of theOrder is not applicable.
xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.
xiv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentiaallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.
xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsDirectors or persons connected to its Directors and hence provisions of Section 192 of theAct are not applicable.
xvi. According to the information and explanation given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.
TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 2(f) under'Report on Other Legal and Regulatory Requirements'section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ('the Act')
We have audited the internal financial controls with accompanying standalone financialstatements of Oriental Rail Infrastructure Limited (Formerly known as Oriental VeneerProducts Limited) ("the Company") which comprise the Balance Sheet as at March31 2021 in conjunction with our audit of the standalone financial statements of theCompany for the year ended and as on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (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 safeguarding ofits 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 underthe Act.
Our responsibility is to express an opinion on the Company's internal financialcontrols overfinancial reporting based on our audit. We conducted our audit in accordancewith the Standards on Auditing prescribed under Section 143(10) of the Act and theGuidance Note to the extent applicable to an audit of interna financial controls. ThoseStandards and the Guidance Note require that we comply with the ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequateinternalfinancial controls over financia reporting was established and maintained and if suchcontrols operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls overfinancial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors' judgment 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 and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemwith reference to standalone financial statements.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control overfinancial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance 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 withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention ortimely detection of unauthorised acguisition useordisposition of the company'sassetsthat could have a material effect on the standalonefinancial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlsover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to standalone financial statements were operatingeffectively as at March 31 2021 based on the interna control with reference tostandalone financial statements criteria established by the Company considering theessentia components of internal control stated in the Guidance Note issued by the ICAI.
| ||Amarnath Sharma & Co. Chartered Accountants |
| ||Firm registration number: 100300W |
| ||Amarnath Sharma |
| ||Proprietor |
| ||Membership No.: 039579 |
|Place: Mumbai ||UDIN: 21039579AAAADT9087 |
|Date: 15.06.2021 || |