To the Members of MADHAV INFRA PROJECTS LIMITED
Report on the Audit of the Financial Statements
1. Opinion
We have audited the accompanying statement of standalone financial
results of MADHAV INFRA PROJECTS LIMITED (the company) for the quarter and year ended 31st
March, 2023 (the "Statement"), attached herewith, being submitted by the company
pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India
(SEBI) (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended ("Listing
Regulations").
In our opinion and to the best of our information and according to the
explanations given to us, the statement:
i. is presented in accordance with the requirements of Regulation 33 of
the Listing Regulations in this regard; and
ii. Give a true and fair view in conformity with the recognition and
measurement principles laid down in the applicable Indian accounting standards and other
accounting principles generally accepted in India of the net profit and other
comprehensive income and other financial information for the quarter and year ended 31st
March, 2023.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the
Act"). Our responsibilities under those SAs are further described in the
"Auditors Responsibilities for the Audit of the Standalone Financial
Results" 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 standalone financial
results 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 opinion.
2. Emphasis of Matter:
We refer to note 4 of standalone accompanying result, detailing the
Scheme of Arrangement and its effect in these standalone accompanying result. The
Board of Directors of the Company had at their meeting held on 13th August, 2022 inter
alia approved the Scheme of Arrangement in nature of Amalgamation of RB Real Estate
Private Limited, Madhav Urja Private Limited, Madhav
Heights Private Limited (‘the Transferor Company) with
Madhav Infra Projects Limited (‘the Transferee Company) and their respective
shareholders (‘the Scheme) with effect from the appointed date i.e. 1st April,
2020 has been sanctioned by the Honble National Company Law Tribunal, Ahmedabad
Bench (‘NCLT) vide its order dated 6th July, 2023. The Scheme has become
effective upon filing of the certified copy of order of the NCLT, sanctioning the Scheme
with Registrar of Companies, Gujarat at Ahmedabad by way of filing required e-forms with
Ministry of Corporate Affairs portal within one month. Basis the Order of NCLT
approving the Scheme, these standalone financial result for the year ended March 31, 2023
are prepared and presented after giving effect to the Scheme.
Our opinion is not modified in respect of this matter.
3. Managements Responsibilities for the Standalone Financial
Results
The statement has been prepared on the basis of the standalone
financial statements. The Companys Board of Directors are responsible for the
preparation and presentation of these standalone financial results that give a true and
fair view of the net profit and other comprehensive income and other financial information
in accordance with the recognition and measurement principles laid down in Indian
Accounting Standards prescribed under Section 133 of the Act read with relevant rules
issued thereunder and other accounting principles generally accepted in India and in
compliance with Regulation 33 of the Listing Regulations. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding of 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; and design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial results that give a true
and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial results, the Board of Directors
are 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 the Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the
Companys financial reporting process.
4. Auditors Responsibility for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
standalone financial results 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 standalone financial results.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
??Identify and assess the risks of material misstatement of the
standalone financial results, 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 Act, we are also responsible for expressing our opinion through a
separate report on the complete set of standalone financial statements on whether the
company has adequate internal financial controls with reference to standalone financial
statements 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 in the standalone financial
results made by the Board of Directors.
??Conclude on the appropriateness of the Board of Directors 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 standalone financial results 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
standalone financial results, including the disclosures, and whether the standalone
financial results 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.
5. Other Matter
??The Statement includes the results for the quarter ended 31st March,
2023 being the balancing figures between the audited figures in respect of full financial
year ended 31st march, 2023 and the published unaudited year to date figures up to the
third quarter of the current financial year, which were subjected to a limited review by
us, as required under the Listing Regulations.
FOR BIPIN & CO.
CHARTERED ACCOUNTANTS
FRN: 101509W
AMIT D. SHAH PARTNER
M. No.: 126337
UDIN: 23126337BGSPIB7788 Place: Vadodara Date: 13/06/2023
ANNEXURE A TO INDEPENDENT AUDITORS REPORT
The Annexure referred to in our Independent Auditors Report to
the members of the Company on the financial statements for the year ended 31st March 2023.
To the best of our information and according to the explanations
provided to us by the company and the books of account and records examined by us in the
normal course of audit, we state that: 1(a) In respect of the Companys Property,
Plant and Equipment and Intangible Assets: (A) The Company has maintained proper records
showing full particulars including quantitative details and situation of the property,
plant and equipment; (B) The Company has maintained proper records showing full
particulars of Intangible Assets; 1(b) The company has a phased programme of physical
verification of its Property, plant and equipments so as to cover all assets once in
three years. In our opinion, this periodicity of physical verification is reasonable
having regard to the size of the company and the nature of its assets. In accordance with
this programme, certain Property, plant and equipments were verified by the management
during the year. According to the information and explanations given to us, no material
discrepancies were noticed on such verification; 1(c) Based on our verification of the
documents provided to us and according to the information and explanations given by the
Management, the title deeds of all the immovable properties as disclosed in the financial
statements, are held in the name of the Company as at the Balance Sheet date; 1(d) The
company has not revalued its Property, Plant and Equipment and intangible assets during
the year; 1(e) The Company does not have any proceedings initiated or pending for holding
any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made
thereunder. Hence the requirements under paragraph 3(i)(e) of the Companies (Auditors
Report) Order, 2020 ("the Order") are not applicable to the Company; 2(a) The
inventory have been physically verified by the Management at reasonable intervals.
Considering the size of the Company, the frequency of verification is reasonable and the
procedures are adequate. No discrepancies have been noticed on such verification; 2(b) The
Company has working capital limits sanctioned from banks or financial institutions
exceeding Rs. 5 crores during the year and the quarterly returns / statements filed by the
Company are generally in agreement with the books of accounts and no material discrepancy
was observed;
3 The Company has made investments in, companies, firms, Limited
Liability Partnerships and granted unsecured loans to other parties, during the year, in
respect of which:
a. The Company has provided unsecured loan to Nine parties with
aggregate amount granted/provided during the year is Rs.5825.76 lakhs during the year and
where balance outstanding as at Balance Sheet date is Rs.250.01 lakhs. b. In our opinion,
the investments made are prima facie not prejudicial to the Companys interest,
however the terms and conditions of aforesaid loans granted by the company are prejudicial
to the companys interest on account of the fact that the aforesaid loans have been
provided interest free which is not as per requirement under section 186 of the Companies
Act, 2013. c. There is no stipulation of schedule of repayment of principal and payment of
interest and we are unable to make specific comment on the regularity of repayment of
principal & payment of interest in aforesaid loan; d. In respect of the aforesaid
loan, there is no stipulation of schedule of repayment of principal and we are unable to
make specific comment on overdue for more than ninety days; e. No loan granted by the
Company which has fallen due during the year, has been renewed or extended or fresh loans
granted to settle the overdues of existing loans given to the same parties; f. The Company
has granted loans or advances in the nature of loans either repayable on demand or without
specifying any terms or period of repayment during the year. Details are as follow:
| Aggregate amount of loans/ advances in
nature of |
Related Parties |
| loans |
|
| - Repayable on demand (A) |
- |
| - Agreement does not specify any terms or
period of |
|
| repayment (B) |
Rs. 250.01 Lakhs |
| Total (A+B) |
Rs. 250.01 Lakhs |
| Percentage of loans/ advances in nature of
loans to |
100 % |
| the total loans |
|
4 The Company has complied with the provisions of sections 185 and 186
of the Companies Act 2013 in respect of loans granted, investment made, and guarantee and
securities provided, as applicable except following on which no interest has been charged;
| Name of the Party |
Year end Balance |
|
Maximum Balance |
|
(Rs. in lakhs) |
|
(Rs. in lakhs) |
| Madhav (Aaron Sindh Road) Pvt. Ltd. |
|
130.00 |
253.50 |
| Mansha Textiles Pvt. Ltd. |
|
120.01 |
120.01 |
5 The Company has not accepted any deposits or amounts which are deemed
to be deposits within the provisions of sections 73 to 76 or any other relevant provisions
of the Companies Act, 2013 and the rules framed there under, therefore, the provisions of
paragraph 3(v) of the Order are not applicable to the Company;
6. We have broadly reviewed the books of accounts maintained by the
Company pursuant to the rules prescribed by the Central Government for the maintenance of
cost records under Section 148(1) of the Act and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. However, we have not made a
detailed examination of the cost records with a view to determine whether they are
accurate or complete; 7(a) In our opinion, the company is generally regular in depositing
undisputed statutory dues including Goods and Service tax , provident fund, employee state
insurance, income-tax, sales tax, service tax, duty of custom, duty of excise, value added
tax, cess and other statutory dues as applicable to the appropriate authorities. There
were no undisputed amounts payable with respect to above statutory dues in arrears as at
March 31, 2023 for a period of six months from the date they became payable; 7(b) Details
of statutory dues referred to above which have not been deposited as on March 31, 2023 on
account of disputes are given below:
| Name of the statute |
Nature of dues |
Amounts (Rs. in lakhs) |
Period to which the amounts relates |
Forum where dispute is pending |
| Central Excise Dept. |
Service Tax |
21.48 |
F.Y. 2015-16 TO 2017-18 |
Gujarat High Court |
| Maharastra State VAT Act |
VAT Tax |
44.80 |
F. Y. 2011-12 |
Maharastra Sales Tax Tribunal |
| Madhya Pradesh State VAT Act |
VAT Tax |
32.09 |
F.Y. 2016-17 |
Madhya Pradesh Sales Tax Commisioner |
8 The Company has no transactions which were not recorded in the books
of account, have been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961; 9(a) The company has not defaulted in
repayment of loans or other borrowings or in the payment of interest thereon to any
lender; 9(b) The company is not declared as wilful defaulter by any bank or financial
institution or other lender;
9(c) The term loans taken by the company were applied for the purpose
for which the loans were obtained;
9(d) On an overall examination of the financial statements of the
Company, funds raised on short-term basis have, prima facie, not been used during the year
for long-term purposes by the Company; 9(e) 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; 9(f) 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;
10(a) The Company has not raised moneys by way of initial public offer or further public
offer (including debt instruments) during the year and hence reporting under clause
3(x)(a) of the Order is not applicable; 10(b) During the year, the Company has not made
any preferential allotment or private placement of shares or convertible debentures (fully
or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not
applicable; 11(a) No fraud by the Company and no material fraud on the company has been
noticed or reported during the year;
11(b) No report under sub-section (12) of section 143 of the Companies
Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and
Auditors) Rules, 2014 with the Central Government, during the year and up to the date of
this report. 11(c) As represented to us by the management, there are no whistle blower
complaints received by the company during the year;
12 The Company is not a nidhi company and hence the reporting under
clause 3(xii) of the order is not applicable to the Company;
13 The Company is in compliance with Section 177 and 188 of the
Companies Act where applicable, for all transactions with the related parties and the
details of related party transactions have been disclosed in the Financial Statements as
required by the applicable accounting standards; 14(a) In our opinion, the company has an
internal audit system commensurate with the size and nature of its business;
14(b) We have considered, the internal audit reports of the company
issued till date, for the period under audit.
15 In our opinion and according to the information and explanations
given to us, the Company has not entered into any non-cash transactions with directors or
persons connected with him and the provisions of section 192 of the Companies Act, 2013
are not applicable; 16(a) In our opinion, the Company is not required to be registered
under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause
3(xvi)(a), (b) and (c) of the Order is not applicable; 16(b) There is no core investment
company within the Group (as defined in the Core Investment Companies (Reserve Bank)
Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not
applicable;
17 The Company has not incurred any cash losses in the financial year
and in the immediately preceding financial year;
18 There is no resignation of the statutory auditors during the year
Hence provision of Clause 18 of the Companies (Auditors
Report) order 2020, is not applicable to the Company.;
MIPL
19 Based on our examination financial ratios, ageing and expected dates
of realisation of financial assets and payment of financial liabilities, other information
accompanying the financial statements, knowledge of the Board of Directors and management
plans, there is no 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; 20(a) In our opinion and according to
the information and explanations provided by the management, the company do not fall (b)
under the prescribed classes of the Companies mentioned under the section 135(1) of the
Companies Act, 2013 during the year;
ANNEXURE-B TO THE 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 MADHAV INFRA PROJECTS LIMITED ("the Company") as of March 31, 2023
in conjunction with our audit of the financial statements 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. 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 (the
"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 Institute of Chartered Accountants
of India. 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 judgement, 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 authorisations 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 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 March 31, 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 the Institute of
Chartered Accountants of India.
FOR BIPIN & CO.
CHARTERED ACCOUNTANTS
FRN: 101509W
| AMIT D. SHAH |
UDIN: 23126337BGSPID8231 |
| PARTNER |
|
| M. No.: 126337 |
|
| Place: Vadodara |
Date: 13/06/2023 |
+91-9892691696
