jyoti structures ltd Auditors report


To the Members of Jyoti Structures Limited Report on the Financial Statements Opinion

We have audited the accompanying financial statements of Jyoti Structures Limited (‘the Company), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income and the Cash Flow Statement for the year then ended, Statement of changes in Equity and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2023, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditors Responsibilities for the Audit of the standalone Financial Statements section of our report. We are independent of the Company in accordance with the ‘Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matter

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

Key Audit Matter How our audit addressed the Key Audit Matter
Financial impacts arising out of Approved Resolution Our audit work included, but was not restricted to, performing the following procedures:
Plan implemented with effect from November 09, 2021 We have reviewed the extracts of resolution plan submitted by the Resolution Applicant and the NCLT order passed and ascertained the due dates of repayments to various stakeholders. A key extract from the Resolution Plan is reproduced below:
Pursuant to the Company effectuating of certain steps under the Approved Resolution Plan, the impact is reflected in March 2022 Financials. Reliance was placed Management Representation regarding the existence and valuation of all the Assets (viz. Fixed Assets, Investments, Trade Receivables, Stock, Bank Accounts, Other Assets, and Receivable from Related Parties) & Liabilities (viz. Provisions, Borrowings, Statutory & Other Liabilities) post the Implementation. Extract of Section VII – Other Stipulations for the Final Resolution Plan (Refer Clause B) :
Kindly refer Annexure A. "B. The Company will need roll-over of BG/LC Limits as described in paragraph C.2 (b) of Section I and paragraph F of section VI. This will ensure growth of revenue and margins. Which are crucial for meeting debt repayment commitments. BG limits will be allowed to be used as LCs as per the business needs. No fresh limits are being sought."
Interlocutory Application has been filed by the Company before the Honble NCLT, Mumbai Bench, seeking exclusion of timelines for various actions under the Approved Resolution Plan on account of delay by MIDC for giving approval execution of tripatriate agreement and non-release of Non Fund based limits by the lenders. The Honble NCLT has been not passed any order till date.
We also reviewed the appropriateness of presentation of these events in the financial statements.

Emphasis Of Matter

l Trade Receivables

The Company has initiated reconciliation process with Trade Receivables totaling to Rs. 1,99,043.44 Lacs (Previous Year Rs. 1,89,123.42 Lacs) constituting 87.10 % of the Total Assets to determine the continuation of contracts, details of work in progress with age, stage of completion, progress billing, disputed and undisputed dues. The reconciliation is under process. The Company has made a provision of Rs. 150 Lacs (Previous Year Rs. 600 Lacs) totaling to Rs. 750 Lacs as at March 31, 2023 as provision for estimated credit loss. We have relied on the Management Representations on the carrying amounts and provision for expected credit loss as at March 31, 2023.

l Overseas Branches

The Standalone Financial Statements include out of the total fourteen branches

A. Unaudited Management reported amounts for the year ended March 31, 2023 of the seven branches.

The financial statements include the assets, liabilities, income and expenditure in respect of branches are subject to changes on completion of audit. In the absence of details, we are unable to comment on the impact, it may have on the standalone financial statements. We have relied on the information provided by the Company.

A summary table is reproduced below of the seven branches.

Particulars Branches
(Rs. in Lacs)
Total Income -
Total Expenditure -211.65
Other Comprehensive Income -1.28
Total Profit/(Loss) including Other Comprehensive Income -212.93
Total Assets 8,181.30
Fixed Assets 36.87
Trade Receivable 6,734.92
Bank Balances 50.55
Inventories 280.02
Balances from Revenue Authorities 1,078.94
Other Assets -
Total Liabilities 8,394.23
Sundry Creditors -
Statutory Liabilities 1,907.27
Other Liabilities 6,486.96

B. During the year, the Company has written off Assets and Liabilities pertaining to the Seven Branches resulting in Loss of Rs. 30.81 Lacs in Statement of Profit and Loss.

l Overseas Subsidiaries

Audited financial statements of the overseas subsidiaries as mentioned below are not available as at reporting date. Consequently, we are unable to comment upon the impact if any, on impairment of Investments. The Management believes that impairment is not required at the reporting date. We have relied on Management Representation regarding the same.

Particulars Amount
Jyoti Projects FZE Rs. 317.04 Lacs
Jyoti Structures Africa (Pty.) Limited Rs. 419/-

l Related Parties Dues

Dues from related parties as shown below. Audited financial statements of Overseas Subsidiaries (Including step down subsidiaries), Joint Ventures are not available as at reporting date. Consequently, we are unable to comment upon the impact if any, on impairment of balances. The Management believes that impairment is not required at the reporting date and the balances are recoverable in full. We have relied on Management Representation regarding the same.

Particulars Amount (in Lacs)
Indian Subsidiaries:
Jyoti Energy Limited 43.88
JSL Corporate Services Limited (463.09)
Overseas Subsidiaries (Including Step Down Subsidiaries) :
Jyoti Structures FZE (1,600.18)
JSL FZE Namibia 420.73
JSL FZE Nigeria 30.54
Jyoti Structures Africa (Pty.) Limited 5,971.03
Jyoti Structures Kenya Ltd. (238.42)
Joint Ventures
Gulf Jyoti International LLC 819.19

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditors report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we performed, we conclude that there is material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘Act) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, loss and other comprehensive income, changes in equity, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Companies(Indian Accounting Standards) Rules, 2015 as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors including the Chief Executive Officer are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended 31 March, 2023 and is therefore the key audit matter. We describe this matter in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of subsection (11) of section 143 of the Act (hereinafter referred to as the ‘Order), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to information and explanation given to us, we give in the Annexure B, a statement on the matters specified in the paragraph 3 and 4 of the order, which is subject to the possible effect of the matters described in the Basis for Key Audit Matter and Emphasis of Matter section above.

2. As required by Section 143 (3) of the Act, we report that, subject to the possible effect of the matters described in the Key Audit Matter and Emphasis of Matter section above:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.;

c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended

e) on the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164 (2) of the Act; f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure C; and

g) The Company has paid/ provided for managerial remuneration in accordance with the provisions of and as per the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

h) with respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2020, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note No 34 (1) to the financial statements.

ii. the Company has not entered on long-term contracts including derivative contracts, accordingly the question of making provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any does not arise.

iii. Unclaimed dividend amounting to Rs. 17.70 Lacs required to be transferred to Investor Education and Protection Fund by the company during the year has not been transferred as at the date of this report.– Refer Note No 34 (28) to the financial statements.

iv. a. The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities including foreign entities (‘intermediaries) with the understanding whether recorded in writing or otherwise that the intermediaries shall whether directly or indirectly lend or invest in any other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries) or provide any guarantee or security or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented to the best of its knowledge and belief no funds have been received by the Company from any person or the entities including foreign entities (Funding Parties) with the understanding whether recorded in writing or otherwise that the Company shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding parties (Ultimate Beneficiaries) or provide any guarantee or security or the like on behalf of the Ultimate Beneficiaries

c. Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has to their notice that has caused them to believe that the representations under sub clause a and b contain any material misstatements.

v. The Company has not declared any dividend during the year under review.

vi. The effective date of feature of recording audit trail (‘edit log) facility in accounting software for maintaining its books of accounts & the audit trail feature has been deferred till April 01, 2023. Hence the same is not being commented upon.

For G. P Sharma & Co LLP.
Chartered Accountants
Firms registration number: 100957W/W100247
sd/-
CA Utkarsh Sharma
Partner
Membership number: 147906
UDIN: 23147906BGUNSE8404
Place: Mumbai
Date: 29th May 2023

Annexure A - Corporate Insolvency Resolution Process <CIRP> – Resolution Plan

We draw your attention to the following impact of Resolution Plans Implementation as determined by us basis the extracts of Resolution Plan submitted to us for the Previous Year (FY 2021-22)

a. Equity:- The Company has issued 4,250 Lacs equity shares at Rs. 4 per share totalling to Rs. 17,000 Lacs to Resolution Plans Investors. Further, Assenting Secured Financial Creditors have been issued 1,000 Lacs shares at Rs. 4 per share totalling to Rs. 4,000 Lacs in order to convert portion of their debt.

b. Compulsory Convertible Preference Shares :- 700 Lacs Compulsorily Convertible Preference Shares have been issued to Aion and Apollo Group at Rs 4 per share.

c. Non Convertible Debentures & Restatement:- Assenting Secured Financial Creditors have been issued Non-Convertible Debentures and the face value of the Debentures is Rs. 1,48,332 Lacs as on November 09, 2021.

Following Restatement has been done by the Company: -

Particulars Restated Amount
(Rs in Lacs)
Assenting Financial Creditors (Face Value of NCD as on 9th Nov 21) 1,48,332
Dissenting Financial Creditors 20,275
Unsecured Financial Creditors 1,000
Workmen & Other Employee Dues 14,700
Operational Creditors 11,500
Statutory Liabilities 1,100

Pursuant to the above, the Company has transferred the balance outstanding liabilities to Retained Earnings as "Resolution Plan Recast".

d. Overseas Branches:- The Company has written back certain liabilities of the overseas branches as per the Resolution Plan and is in midst of determining the existence, and valuation of its assets of all the branches.

For G P Sharma & Co LLP.

Chartered Accountants

Firms registration number: 100957W/W100247

sd/-
CA Utkarsh Sharma
Partner
Membership number: 147906
UDIN: 23147906BGUNSE8404
Place: Mumbai
Date: 29th May, 2023

Annexure – B to the Independent Auditors Report

The Annexure referred to in Independent Auditors Report to the members of the Company (excluding Branches and subject to the possible effect of the matters described in the Emphasis of Matter section above and Key Audit Matters) on the financial statements for the year ended 31 March 2023, we report that:

i. In respect of fixed assets, according to the information and explanation given to us:

a) (A) The Company has maintained proper records showing full particulars, including quantitative and situation of Property Plant & Equipment.

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

b) According to the information and explanation given to us, the Company has a regular program of physical verification of its Property Plant & Equipment by which Property Plant & Equipment are verified in reasonable intervals. In accordance with this program, certain Property Plant & Equipment were verified during the year and no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the title deeds of immovable properties are held in the name of the Company.

d) The Company has not revalued its Property, Plant and Equipment or Intangible assets during the year ended 31st March, 2023.

e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. ii. In respect of inventories:

a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory.

b) According to the information and explanation given to us & pursuant to the implementation of Approved Resolution Plan on November 09, 2021, the Company has not been sanctioned working capital limits in excess of Rs. 5,00.00 Lacs, in aggregate, from banks or financial institutions, based on security of current assets. Accordingly, the requirement to report on clause 3(ii)(b) of the Order is Not Applicable to the Company.

iii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnership or any other parties during the year. The Company has made investments in companies and granted unsecured loans to companies in earlier years, in respect of which the requisite information is as below. The Company has not made any investments in or granted any loans, secured or unsecured, to firms and limited liability partnership and other parties.

a) Based on the audit procedures carried out by us and as per the information and explanations given to us the Company has made investments and provided loans, as below:

Particulars Investments Loans
(Rs. In Lacs) (Rs. In Lacs)
Aggregate amount granted during the year-
Subsidiaries NIL NIL
Others NIL NIL
Balance outstanding as at balance sheet date (Net of Provisions)
Subsidiaries 667.04 4,164.48
Others - 819.19

b) As informed to us by the Company, in respect of the aforesaid investments and loans, the terms and conditions under which such loans were granted, investments were made are not prejudicial to the Companys interest.

c) As informed to us by the Company, the schedule of repayment of principal and payment of interest has been stipulated and no repayments have become due to the Company.

d) As informed to us by the Company, with respect to the aforesaid loans, there is no amount which is overdue for more than ninety days.

e) As informed to us by the Company, there were no loans which fell due during the year and were renewed or extended.

Further, no fresh loans were granted to same parties to settle the existing overdue loans.

f) As informed to us by the Company, no loans were granted during the year, including to related parties under Section 2(76) of the Act, which are repayable on demand or where no schedule for repayment of principal and interest has been stipulated by the Company.

iv. According to the information and explanations given to us and on the basis of our examination of records of the Company, the Company has complied with Sections 185 and 186 of the Companies Act, 2013 ("the Act").

v. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Act from the public. Thus, Clause (v) of Para 3 of the Order is not applicable to the Company.

vi. We have been informed by the Company that maintenance of cost records is Not Applicable on account of turnover thresholds during the immediately preceding financial year (FY 2021-22) under sub-section (1) of section 148 of the Companies Act, 2013. Accordingly, the provisions of paragraph 3(vi) of the Order are not applicable to the company

vii. (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues* have been subsumed into Goods and Services Tax.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax, Provident fund, Employees State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues* have been regularly deposited by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts* payable in respect of Goods and Services Tax, Provident fund, Employees State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues* were in arrears as at 31st March 2023 for a period of more than six months from the date they became payable are mention below. Statutory Liabilities (excluding Branches) amounting to Rs. 35,00.00 Lacs will be dealt as per the Resolution Plan.

* Excludes Statutory Dues of the Branches

(b) According to the information and explanations given to us, the details of statutory dues which have not been deposited on account of any dispute as on 31st March 2023 and which are repayable as per Approved Resolution Plan (Refer Note 34 (2) the amount payable is 42% of the below mentioned amounts).

Sr. No. Name of the Statute Nature of Dues Amount (Rs. In Lacs) Financial year to which the amount relates Forum where dispute is pending
1 Sales Tax Tax & Interest 32.68 Various years from 1995-96 to 1998-99 Commercial Tax Tribunal, Cuttack, Odhisha
2 Entry Tax Tax & Interest 18.86 Various years from 2004-05 to 2005-06 Commercial Tax Appellate Authority, Agra, UP
3 Commercial Tax Tax & Interest 70.34 2006-07 West Bengal Commercial Tax, Appellate Board, Kolkata
4 Sales Tax Tax & Interest 81.71 2009-10 Commercial Tax Appellate Authority, Srinagar, J&K
5 Sales Tax Tax & Interest 103.77 2011-12 Commercial Tax Appellate Authority, Emakulam, Kerela
6 Sales Tax Tax & Interest 1,650.93 Various years from 2005-06 to 2007-08 Maharashtra Sales Tax Tribunal, Mumbai
7 TDS WCT Tax & Interest 27,564.58 Various years from 2010-11 to 2014-15 Madras High Court, Chennai
8 Excise Tax & Interest 1,581.41 Various years from 2010-11 to 2014-15 CESTAT
9 Income Tax Total Contingent Liability @ 42% Tax & Interest 1,197.00 32,301.28 13,566.54 Various years upto 2017 18 Income Tax Appellate Tribunal

The aforesaid details are based solely on the details made available by the company which could not be independently verified. There are high pitched assessments made under the Income Tax Act, 1961 which are disputed by the Company by filling appeals before appropriate appellate authority. The amounts are not reflected in the above table.

viii. As per the information and explanation given to us, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

ix. (a) According to the information and explanation given to us, the timelines for repayment of loan & borrowings under the resolution plan have been affected on account of delay by MIDC for execution of tri-patriate agreement and non release of Non Fund based limits by the lenders. The Company has filed an Interlocutory Application before the Honble NCLT, Mumbai Bench, seeking exclusion of timelines for various actions (including the timelines for payments) under the Approved Resolution Plan. The order of Honble NCLT is pending till date.

(b) According to the information and explanations given to us, the Company has not been declared illful defaulter by any bank or financial institution or any other lender during the year.

(c) In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of term loans during the year and did not have any term loans outstanding at the beginning of the current year.

Accordingly, the requirement to report on clause 3(ix)? of the Order is not applicable to the Company.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that no funds raised on short-term basis have been used for long-term purposes by the company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us and procedures performed by us, we report that the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or (fully, partially or optionally) convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

xi. (a) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) According to the information and explanations given to us, there are no whistle blower complaints received by the Company during the year.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.

Accordingly, paragraph 3(xii) of Para 3 of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements under "Note 34 (12): Related Party Disclosure" as required by the applicable accounting standards.

xiv. (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system as required under Section 138 of the Act which is commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date for the period under audit.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

(b) The Company has not has conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934;

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, Accordingly, the requirement to report on clause 3(xvi)? of the Order is not applicable to the Company

(d) According to the information and explanations provided to us during the course of audit, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.

xvii. The company has not incurred cash losses in the current financial year. Cash Loss in the immediately preceding financial year amounting to Rs.2,956.37 Lacs*.

* Cash Loss equals Profit After Tax add Depreciation/Amortization and Provision for Expected Credit Loss.

xviii. There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

xix. On the basis of the financial ratios disclosed in note 34 (26) to the financial statements, ageing and expected dates of realization of financial assets, and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention (subject to Key Audit Matter and Emphasis of Matter section above), which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. According to the information and explanations given to us and based on our examination of the financial statements of the Company the provisions of Section 135 of the Act is Not Applicable to the Company and hence, the requirement to report on clause 3(xx) of the Order is Not Applicable to the Company.

xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements.

Accordingly, no comment in respect of the said clause has been included in this report.

For G P Sharma & Co LLP.
Chartered Accountants
Firms registration number: 100957W/W100247
sd/-
CA Utkarsh Sharma
Partner
Membership number: 147906
UDIN: 23147906BGUNSE8404
Place: Mumbai
Date: 29th May, 2023

Annexure – C to the Independent Auditors Report

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

We have audited the internal financial controls over financial reporting of Jyoti Structures Limited (‘the Company) excluding the Branches as of 31 March 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with 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 be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks 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 to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys 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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company excluding Branches has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by ICAI, which is subject to the possible effect of the matters described in the Basis for Emphasis of Matter section above.

For GP Sharma & Co LLP.
Chartered Accountants
Firms registration number: 100957W/W100247
sd/-
CA Utkarsh Sharma
Partner
Membership number: 147906
UDIN: 23147906BGUNSE8404
Place: Mumbai
Date: 29th May, 2023