To the Members of
Vardhaman Concrete Limited Report on the Financial Statements
We have audited the accompanying financial statements of Vardhaman Concrete Limited(the Company') which comprise the Balance Sheet as at 31 March 2021 the Statementof Profit and Loss and the Cash Flow Statement for the year then ended Statement ofchanges in Equity and a summary of significant accounting policies and other explanatoryinformation. In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2021 and its profit Cash flow and changes inequity for the year 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 theFinancial Statements section of our report. We are independent of the Company inaccordance 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 thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese 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.
Management's Responsibility for the Financial Statements
The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (Act') with respect to thepreparation of these standalone financial statements that give a true and fair view of thestate of affairs profit and other comprehensive income changes in equity and cash flowsof the Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards specified under Section 133 of the Act readwith rule 7 of Companies(Accounts) Rules 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding 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; design implementation andmaintenance of adequate internal financial controls that are operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are 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 theCompany's financial reporting process.
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 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 financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
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 alsoprovide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
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 inIndia of the state of affairs of the Companyas at 31st March 2021 and its profit/loss and its cash flows for the year ended on thatdate.
Material Uncertainty Related to Going Concern:
We draw attention to Note no. 25 of the attached statement regarding thefinancial results of the Company having been prepared on a going concern basis whichcontemplates the realization of assets and satisfaction of liabilities in the normalcourse of business. The Company has been continuously incurring losses since last severalyears and its net-worth stands substantially eroded. These conditions indicate theexistence of uncertainty that may cast doubt regarding the Company's ability to continueas a going concern. However as explained by the Management the company has large orderin hand hence it's ability to continue inter-alia is dependent on generation of cashflow profits from their execution and on the Company's ability to infuse requisite fundsfor meeting its obligations. Our opinion is not modified to this extent.
Emphasis of Matter: a. We draw your attention to Note No 27and 28 OverdueTrade Receivables of Rs. 362.80 Lakhs and Advances and Deposits (included in the currentassets) of Rs. 222.96 Lakhs which in our opinion is doubtful for recovery and appropriateprovision should be made. However as explained by the Management the Company is makingconcerted efforts to recover the same and is confident of recovery in due course. Hence noprovision is considered necessary at present. Further aforesaid balances are subject toconfirmation/reconciliations and subsequent to adjustments if any. As explained by theManagement that there would not be any impact on loss for the year ended March 31 2021after such reconciliation. b. There are certain legal disputes and claims which are underarbitration proceedings before judiciary authorities. The outcome of these proceedingsagainst the Company may have significant impact on the loss for the quarter and net worthof the Company as on March 31 2021 the amount whereof is not presently ascertainable. c.We draw your attention to Note no 29 Financials of Joint venture M/s Diviniti& DKS (JV) for the financial year 2020-21 is not available and accordingly themanagement has taken the balance due as on March 2020. Our opinion is not modified inrespect of these matters
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act (hereinafterreferred to as the Order') and on the basis of such checks of the books and recordsof the Company as we considered appropriate and according to information and explanationgiven to us we give in the Annexure A a statement on the matters specified in theparagraph 3 and 4 of the order.
2. As required by Section 143 (3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit. b) in our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; c) the Balance Sheet the Statement of Profit and Loss and CashFlows dealt with by this Report are in agreement with the books of account; d) in ouropinion the aforesaid financial statements comply with the Indian Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014; e) on the basis of the written representations received from the directors ason 31 March 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 from being appointed as a director in terms of Section164 (2) of the Act; f) with respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate report in
Annexure B; and 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) Rules2014 in our opinion and to the best of our information and according to the explanationsgiven to us: i. there are no pending litigations of the Company and accordingly nodisclosure of the impact on its financial position in its financial statements is made bythe Company; ii. the Company has made provision as required under the applicable law orIndian accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts; iii. no amounts are required to be transferredto the Investor Education and Protection
Fund by the Company.
For GP Sharma & Co LLP.
Firm's registration number: 100957W/W100247
CA Utkarsh Sharma
Membership number: 147906
Date: 12th May 2021
Annexure - A to the Independent Auditors' Report
The Annexure referred to in Independent Auditors' Report to the members of the Companyon the financial statements for the year ended 31 March 2021 we report that: i. Inrespect of fixed assets according to the information and explanation given to us : a) TheCompany has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets. b) The Company has a regular program of physicalverification of its fixed assets by which fixed assets are verified in reasonableintervals. In accordance with this program certain fixed assets were verified during theyear and no material discrepancies were noticed on such verification. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. c) According to the information and explanationsgiven to us the title deeds of immovable properties are held in the name of the Company.ii. In respect of inventories :
The Company's business does not involve inventories and accordingly the requirementsunder paragraph 3(ii) of the Order are not applicable to the Company and hence notcommented upon iii. As informed to us the Company has not granted any loans secured orunsecured to companies firms limited liability partnerships or other parties covered inthe register maintained under Section 189 of the Act. Accordingly the provisions ofclause (iii) (a) (b) and (c) of para 3 of the Order are not applicable. iv. In ouropinion and according to the information and explanations given to us no loans andinvestments have been made by the Company during the yearin terms of the provisions ofSection 185 and 186 of the Act. AccordinglyClause (iv) of Para 3 of the Order is notapplicable to the Company. v. In our opinion and according to the information andexplanations given to us the Company has not accepted any deposits within the meaning ofSection 73 to 76 of the Act from the public. Thus Clause (v) of Para 3 of the Order isnot applicable to the Company. vi. To the best of our knowledge and as explained theCentral Government has not prescribed maintenance of cost records under Section 148 (1) ofthe Act for the product of the Company. vii. According to the information andexplanations given to us and on the basis of our examination of the records of theCompany amounts deducted/accrued in the books of account in respect of undisputedstatutory dues including income tax and other material statutory dues have been regularlydeposited during the year by the Company with the appropriate authorities. As explained tous the Company did not have any dues on account of sales tax wealth tax Goods&services tax duty of customs employees' state insurance and duty of excise.According to the information and explanations given to us no undisputed amount payable inrespect of income tax and other material statutory dues were in arrears as at 31st March2021 for a period of more than six months from the date they became payable. viii.According to the records of the Company examined by us and information and explanationgiven to us the Company has not defaulted in repayment of loans or borrowings to anyfinancial institution or bank or government as at balance sheet date. ix. Based upon theaudit procedures performed and the information and explanations given by the managementthe Company has not raised moneys by way of initial public offer or further public offerincluding debt instruments and term Loans. Accordingly Clause 3 (ix) of Para 3 of theOrder are not applicable to the Company. x. According to the information and explanationsgiven to us no material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the course of our audit. xi. According tothe information and explanations give to us and based on our examination of the records ofthe Company the Company has paid/provided for managerial remuneration in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Act. xii. In our opinion and according to the information and explanations given tous the Company is not a Nidhi company. Accordingly paragraph 3(xii) of Para 3 of theOrder is not applicable to the Company. xiii. According to the information andexplanations given to us and based on our examination of the records of the Companytransactions with the related parties are in compliance with sections 177 and 188 of theAct where applicable and details of such transactions have been disclosed in thefinancialstatements under "Note 38: Related Party Disclosure" as required by theapplicable accounting standards. xiv. The Company has not made any preferential allotmentor private placement of shares or fully or partly convertible debentures during the periodand accordingly provisions of Clause (xiv) of Para 3 of the Order are not applicable tothe Company. xv. According to the information and explanations given to us and based onour examination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India
|For GP Sharma & Co LLP. |
|Chartered Accountants |
|Firm's registration number: 100957W/W100247 |
|CA Utkarsh Sharma |
|Membership number: 147906 |
|UDIN: 21147906AAAAJ1332 |
|Place: Mumbai |
|Date: 12th May 2021 |
Annexure - B to the Independent Auditor's Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (the Act') We have audited the internal financialcontrols over financial reporting of Vardhaman Concrete Limited (the Company') as of31 March 2021 in conjunction with our audit of the financial statements of the Company forthe year ended 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 (ICAI'). 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 under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(Guidance Note') and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
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 systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial 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 controlover 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 over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2021 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by ICAI.
|For GP Sharma & Co LLP. |
|Chartered Accountants |
|Firm's registration number: 100957W/W100247 |
|CA Utkarsh Sharma |
|Membership number: 147906 |
|UDIN: 21147906AAAAJ1332 |
|Place: Mumbai |
|Date: 12th May 2021 |