To the Members of Newtime Infrastructure Limited Report on the
Standalone Ind AS Financial Statements Opinion
1. We have audited the accompanying standalone Ind AS financial
statements of Newtime Infrastructure Limited ( the Company ), which comprise the balance
sheet as at March 31, 2023, the statement of profit and loss (including other
comprehensive income), the statement of cash flows and the statement of changes in equity
for the year then ended and a summary of the significant accounting policies and other
explanatory information (herein after referred to as standalone Ind AS financial
statements ).
2. 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 ( Act ) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in
India including Indian Accounting Standards ( Ind AS ) specified under section 133 of the
Act, of the state of affairs of the Company as at March 31, 2023, and its profit/loss
(including other comprehensive income), its cash flows and the changes in equity for the
year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing
specified under section 143(10) of the Act. Our responsibilities under those standards are
further described in the Auditor s Responsibilities for the Audit of the 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 ( ICAI ) 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 opinion.
Material uncertainty related to going concern
4. The Company has incurred a net loss of Rs. 155.05 lakhs for the year
ended March 31, 2023 and accumulated losses as at March 31, 2023 stand at Rs. 5,584.96
lakhs resulting in erosion of its net worth. This condition indicate that a material
uncertainty exists which may cast significant doubt about the Company s ability to
continue as a going concern. However, these financial results have been prepared on the
going concern basis as the management is confident on the Company s ability to continue as
a going concern for a foreseeable future.
Our report is not modified in respect of the above-mentioned matter.
Emphasis of matter
5. Trade payables, trade receivables and other loans and advances given
or taken are subject to reconciliation and confirmation.
6. The company is in a continuous default of filing its financial
statements and financial results with the appropriate authorities.
7. Other Current Liabilities as on March 31, 2023 includes dues of 14
parties which was settled against 100% investment in equity shares of Lotus Buildtech
Limited (the wholly owned subsidiary) and the same was authorised in the board meeting
dated February 15, 2021 and subsequently the company entered in MOU among itself and
intended buyers for proposing sale of equity shares. Transaction settled during this
quarter and 99.01% shares are sold to 14 parties. However, only 0.99% (38,498) equity
shares are left as on March 31, 2023.
Our report is not modified in respect of above-mentioned matters.
Key audit matters
8. 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.
9. We have no matters other than described in the Material uncertainty
related to going concern, Emphasis of Matter section and other matters to communicate in
our audit report.
Information other than the financial statements and auditor s report
thereon
10. The Company s Board of Directors is responsible for the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Board s Report including Annexures to Board s Report, Business
Responsibility Report, Corporate Governance and Shareholder s Information, but does not
include the standalone financial statements and our auditor s report thereon.
Our opinion on the standalone 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 standalone financial statements,
our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the standalone financial statements or
our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Management s responsibilities for the standalone financial statements
11. The Company s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial position, financial
performance, including other comprehensive income, changes in equity and cash flows of the
Company in accordance with the Ind AS and other accounting principles generally accepted
in India. 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; 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 statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
12. In preparing the standalone financial statements, Board of
Directors are responsible for assessing the Company s 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.
13. The Board of Directors is also responsible for overseeing the
Company s financial reporting process.
Auditor s Responsibilities for the audit of the standalone financial
statements
14. Our objectives are to obtain reasonable assurance about whether the
standalone financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an 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 statements.
15. As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
l Identify and assess the risks of material misstatement of the standalone 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. l
Obtain an understanding of internal financial 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 on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of
such controls. l Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the management. l
Conclude on the appropriateness of management s 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 Company s
ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor s report to the related disclosures in the standalone
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 s
report. However, future events or conditions may cause the Company to cease to continue as
a going concern. l Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures, and whether the standalone
financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
16. Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative materiality and qualitative factors
in (i) planning the scope of our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in the standalone financial
statements.
17. 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.
18. 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.
19. 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 of the current period and are therefore the key audit matters. We
describe these matters in our auditor s 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.
Other matters
20. The standalone financial statement for the year ended March 31,
2022 included in the Statement was carried out and reported by SSRA & Co who have
expressed unmodified conclusion vide their annual report dated June 1, 2022 whose annual
report has been furnished to us and which has been relied upon by us for the purpose of
our audit of the financial Statement. Our report is not modified in respect of this
matter.
Report On Other legal and regulatory requirements
21. As required by the Companies (Auditor s Report) Order, 2020 ( the
Order ), issued by the Central Government of India in terms of sub-section (11) of section
143 of the Companies Act, 2013, we give in the Annexure A , a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
22. As required by Section 143 (3) of the Act, we report that:
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 Other
comprehensive income, Statement of changes in equity and the Statement of cash flows dealt
with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid Financial Statements comply with the
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 March 31, 2023 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 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 with reference to these Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in
Annexure B to this report;
g) In our opinion, the managerial remuneration for the year ended March
31, 2023 has been paid/provided by the company to its directors in accordance with the
provisions of section 197(16) of the Act, as amended;
h) With respect to the other matters to be included in the Auditor s
Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as
amended, 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, if any;
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any, on long-term
contracts including derivative contracts;
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection fund by the Company during the year ended March 31,
2023.
iv. The Management has represented that, to the best of its knowledge
and belief:
a) No funds (which are material either individually or in the
aggregate) 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 person or
entity, including foreign entity ( Intermediaries ), with the understanding, whether
recorded in writing or otherwise, that the intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company ( Ultimate Beneficiaries ) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
b) No funds (which are material either individually or in the
aggregate)have been received by the Company from any person or entity, including foreign
entity ( 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 Party ( Ultimate Beneficiaries ) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
c) Based on the audit procedures that have been considered reasonable
and appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material misstatement.
v. During the year the Company has not declared any dividend.
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as
amended), which provides for the feature of recording of audit trail (edit log) facility
in the accounting software used by the Company for maintenance of books of accounts and
related matters, is applicable for the Company only with effect from financial year
beginning April 1, 2023, the reporting under clause (g) of Rule 11 of Companies (Audit and
Auditors) Rules, 2014 is currently not tenable.
For Chatterjee & Chatterjee Chartered Accountants Firm registration
no: 001109C
BD Gujrati Partner
Membership no: 010878
Place: Haryana Date : June 08, 2023
UDIN: 23010878BGWRCO5997
Annexure A to the Independent Auditor s Report
(Referred to in paragraph 21 under the heading Report on Other Legal
& Regulatory Requirements section of our report of even date to the members of Newtime
Infrastructure Limited)
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the standalone financial statements of the Company and taking into
consideration the information and explanations given to us and the books of account and
other records examined by us in the normal course of audit, and to the best of our
knowledge and belief, we report that:
(i) In respect of the Company s Property, plant and equipment:
(a) (A) The Company has maintained proper records showing full
particulars, including quantitative details and situation of Property, plant and
equipment.
(B) The Company has maintained proper records showing full particulars
of intangible assets.
(b) The Company has a program of physical verification of Property,
plant and equipment so to cover all the assets once every three years which, in our
opinion, is reasonable having regard to the size of the Company and the nature of its
assets. According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
(c) According to the information and explanations given to us, no
immovable property is held in the name of company as on 31st March, 2023. Accordingly,
reporting under clause 3(i)(c) is not applicable.
(d) The Company has not revalued its property, plant and equipment
(including right-to-use assets) during the year.
(e) No proceedings have been initiated during the year or are pending
against the Company as at March 31, 2023 for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
(ii) (a) There are no inventories held by the Company during the year.
Accordingly, the reporting under clause 3(ii)(a) of the Order is not applicable.
(b) The Company has not been sanctioned working capital limits from
banks or financial institution on the basis of security of current assets during the
current year. Accordingly, the reporting under clause 3(ii)(b) of the Order is not
applicable.
(iii) During the year, the Company has not made any investments in,
provided any guarantee or security, or granted any loans or advances in the nature of
loans, secured or unsecured to companies, firms, limited liability partnerships or any
other parties and hence reporting under clause 3(iii) of the Order is not applicable.
(iv) In our opinion and according to the information and explanations
given to us, the company has complied with the provisions of section 185 and 186 of the
Act in respect of loans, investments, guarantees, and security.
(v) The Company has not accepted any deposits and also there were no
amounts which are deemed to be the deposits. Hence the directives issued by the Reserve
Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of
the Companies Act, 2013, and the rules framed there under, do not apply to this Company.
(vi) The maintenance of cost records has not been specified by the
Central Government under sub-section (1) of Section 148 of the Act, in respect of the
activities carried on by the company. Accordingly, the provisions the requirement to
report on clause 3(vi) of the order is not applicable.
(vii) (a) According to the records, the company is generally regular in
depositing undisputed statutory dues including Goods and service tax, provident fund,
employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of
excise, value added tax, cess and all other material statutory dues with the appropriate
authorities and there were no arrears of statutory dues as at March 31, 2023 for a period
of more than six months from the date they became payable of the financial statement.
(b) According to the records of the Company and the information and
explanations given to us, there were no statutory dues referred to in sub clause (a) which
have not been deposited on account of dispute.
(viii) According to the information and explanations given to us and
based on our verification, there were no transactions which are 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 (43) of 1961.
(ix) a) In our opinion and according to the information and
explanations given to us, The Company has not defaulted in repayment of loans or in the
payment of interest thereon to any lender.
b) The Company has not been declared wilful defaulter by any bank or
financial institution or any other lender.
c) In our opinion and according to the information and explanations
given to us, the Company has not taken any term loan during the year and there are no
unutilized term loans at the beginning of the year.
Accordingly, the reporting under clause 3(ix)(c) is not applicable.
d) In our opinion and according to the information and explanations
given to us, we report that no funds raised on short-term basis have been used for
long-term purposes by the Company.
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.
f) The Company has not raised any loans during the year. Accordingly,
clause 3(ix)(f) of the Order is not applicable.
(x) a) The Company did not raise any money by way of initial public
offer or further public offer (including debt instruments) during the year. Accordingly,
clause 3 (x)(a) of the Order is not applicable.
b) The Company has not made any preferential allotment or private
placement of shares or convertible debentures during the year. Accordingly, clause 3
(x)(b) of the Order is not applicable.
(xi) a) According to the information and explanations given by the
management and based upon the audit procedures performed no fraud by the Company and no
material fraud on the Company has been noticed or reported during the year.
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;
c) As represented to us by the management, 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, clause 3(xii) of the Order
is not applicable.
(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 as required
by the applicable accounting standards.
(xiv) a) In our opinion, the company has an adequate internal audit
system commensurate with the size and nature of its business;
b) We have considered the reports of the Internal Auditors 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, clause
3(xv) of the Order is not applicable.
(xvi) In our opinion, the Company is not required to be registered
under section 45-IA of the Reserve Bank of India Act 1934, and is not a core investment
Company (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016 and
hence reporting under clause 3(xvi) and sub-clauses of the Order are not applicable.
(xvii) The Company has incurred cash losses amounting to Rs. 163.30
lakhs in the current year and Rs. 464.38 lakhs in the immediately preceding financial
year.
(xviii) Due to personal reasons, SSRA & Co., statutory auditors
have resigned during the year. We have taken into consideration the issues, objections or
concerns raised by the outgoing auditor, if any.
(xix) As stated in the paragraph 4 of the Independent auditor s report,
The Company has incurred a net loss of Rs. 155.05 lakhs for the year ended March 31, 2023
and accumulated losses as at March 31, 2023 stand at Rs. 5,584.96 lakhs resulting in
erosion of its net worth. This condition indicate that a material uncertainty exists which
may cast significant doubt about the Company s ability to continue as a going concern. 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) The provisions of section 135 are not applicable to the Company
and hence reporting under clause 3(xx) and its sub-clauses of the Order are not
applicable.
(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 Chatterjee & Chatterjee Chartered Accountants Firm registration
no: 001109C
BD Gujrati Partner
Membership no: 010878
Place: Haryana Date : June 08, 2023
UDIN: 23010878BGWRCO5997
Annexure B to the Independent Auditor s 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 Newtime Infrastructure Limited ( the Company ) as of March 31, 2023 in
conjunction with our audit of the standalone Ind AS financial statements of the Company
for the year ended on that date.
Management s Responsibility for internal financial controls
The Company s 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 company s 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 responsibilities
Our responsibility is to express an opinion on the Company s 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 auditor s judgment, including the assessment of the
risks of material misstatement of the standalone Ind AS 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 Company s internal financial
controls system over financial reporting.
Meaning of internal financial controls over financial reporting
A company s 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 company s 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 unauthorized acquisition, use, or disposition of the
company 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
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 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 the Institute of
Chartered Accountants of India.
For Chatterjee & Chatterjee Chartered Accountants Firm registration
no: 001109C
BD Gujrati Partner
Membership no: 010878
Place: Haryana Date : June 08, 2023
UDIN: 23010878BGWRCO5997
+91-9892691696
