To the Members of
Vardhman Concrete Limited
Report on the Financial Statements
We have audited the accompanying standalone financial statements of Vardhman Concrete
Limited (the Company), which comprise the Balance Sheet as at 31 March 2023, the
Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow
Statement for the year then ended and Statement of Changes in Equity and a summary of
significant accounting policies and other explanatory information.
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 (the Act) in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards (Ind AS) specified under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and
accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2023, and its Loss (including other comprehensive income), and its Cash
flows and changes in equity for the year ended on that date.
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. 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 Companies Act, 2013 and the Rules there
under, 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.
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 standalone 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 standalone financial statements, our responsibility
is to read the other information in doing so, consider whether such other information is
materially inconsistent with the standalone 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.
Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements
The accompanying standalone financial statements have been approved by the Companys
Board of Directors 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 and presentation 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, 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. Those Board of Directors are also responsible
for overseeing the Companys financial reporting process.
Auditors Responsibility for the Audit of the Standalone Financial Statements
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 Standards on Auditing
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 Standards on Auditing, specified under section
143(10) of the Act we exercise professional judgment 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.
Material Uncertainty Related to Going Concern:
We draw attention to Note no. 25 of the attached statement regarding the financial
results of the Company having been prepared on a going concern basis which contemplates
the realization of assets and satisfaction of liabilities in the normal course of
business. The Company has been continuously incurring losses since last several years and
its net-worth stands substantially eroded. These conditions indicate the existence of
uncertainty that may cast doubt regarding the Companys ability to continue as a going
concern. However, as explained by the Management, the company has large orders in hand,
hence its ability to continue, inter-alia, is dependent on generation of cash flow,
profits from their execution and on the Companys ability to infuse requisite funds for
meeting its obligations.
Our opinion is not modified to this extent.
Emphasis of Matter:
a. We draw your attention to Note No 27 and 28 Overdue Trade Receivables of Rs.
362.80 Lakhs and Advances and Deposits (included in the current assets) of Rs. 222.96
Lakhs which in our opinion is doubtful for recovery and appropriate provision should be
made. However, as explained by the Management, the Company is making concerted efforts to
recover the same and is confident of recovery in due course. Hence no provision is
considered necessary at present. Further aforesaid balances are subject to
confirmation/reconciliations and subsequent to adjustments, if any. As explained by the
Management that there would not be any impact on loss for the year ended March 31, 2023
after such reconciliation.
b. There are certain legal disputes and claims which are under arbitration proceedings
before judiciary authorities. The outcome of these proceedings against the Company may
have significant impact on the loss for the year and net worth of the Company as on March
31, 2023, the amount whereof is not presently ascertainable.
c. We draw your attention to Note on Financials of Joint venture M/s Diviniti & DKS
(JV) for the financial year 2022-23 is not available and accordingly the management has
taken the balance due as on March 2022.
Our opinion is not modified in respect of these matters
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 (the Order) issued by
the Central Government of India in terms of sub-section (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 A, a statement on the matters
specified in the paragraph 3 and 4 of the order.
2. 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 of the
accompanying standalone financial statements.
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 standalone financial statements dealt with by this Report are in agreement with
the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with the Indian
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
e) on the basis of the written representations received from the directors 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 with reference to
financial statements of the Company as on 31st March, 2023 and the operating effectiveness
of such controls, refer to our separate report in Annexure B; wherein we have
expressed an unmodified opinion;
g) The Company has not paid/provided for any managerial remuneration during the year
and
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 23 to the financial statements.
ii. the Company has made provision, as required under the applicable law or Indian
accounting standards, for material foreseeable losses, if any, on long-term contracts
including derivative contracts;
iii. no amounts are required to be transferred to the Investor Education and Protection
Fund by the Company during the year ended 31st March, 2023.
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 entitites
(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
Firm Registration no. : 109957W/W100247
Sd/-
CA Utkarsh Sharma Partner
Membership Number: 147906
UDIN : 23147906BGUNWO7002
Place : Mumbai Date : 14th August, 2023
Annexure - A to the Independent Auditors Report
The Annexure referred to in Independent Auditors Report to the members of the Company
(subject to the possible effect of the matters described in the Emphasis of Matter section
above) on the financial statements for the year ended 31 March 2023,
In terms of the information and explanations sought by us and given by the Company and
the books of account and 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 fixed assets, according to the information and explanation given to us
:
a) (A) The Company is in the process of updating its Fixed Asset Register.
(B) No Intangibles are owned by the Company.
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. In our opinion, this periodicity
of physical verification is reasonable having regard to the size of the Company and the
nature of its assets.
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. Accordingly, reporting under clause 3(i)(e) of the Order is not
applicable to the Company.
ii. In respect of inventories :
(a) The Companys business does not involve inventories and, accordingly, the
requirements under paragraph 3(ii) of the Order are not applicable to the Company and
hence not commented upon.
(b) According to the information and explanation given to us, the Company does not have
any working capital limits from banks or financial institutions during the year on the
basis of security of current assets. Accordingly, the requirement to report on clause
3(ii)(b) of the Order is not applicable to the Company.
iii. As informed to us, the Company has not granted any loans, secured or unsecured to
companies, firms, limited liability partnerships or other parties covered in the register
maintained under Section 189 of the Act. Accordingly, the provisions of clause (iii) of
para 3 of the Order are not applicable.
iv. According to the information and explanations given to us, no loans investments and
guarantees have been made by the Company. Accordingly, Clause (iv) of Para 3 of the Order
pertaining to compliance of provisions of Section 185 and 186 of the Act is not applicable
to the Company.
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 management that the Central Government has not
prescribed maintenance of cost records for the Company under sub-section (1) of section
148 of the Companies Act, 2013 for any of the services rendered by the Company.
Accordingly, the provisions of paragraph 3(vi) of the Order are not applicable to the
company
vii. (a) 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 income tax, and other material
statutory dues have been regularly deposited during the year by the Company with the
appropriate authorities. As explained to us, the Company did not have any dues on account
of sales tax, wealth tax, Goods &services tax, duty of customs, employees state
insurance and duty of excise.
(b)According to the information and explanation given to us, there is no disputed
income tax or goods and service tax or duty of customs or duty of excise or cess which
have not been deposited on account of any dispute.
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) Loans amounting to Rs. 1,49,621.34 (000) are outstanding as at 31st March, 2023
are repayable on demand. Such loans thereon have not been demanded for repayment during
the relevant financial year. According to the records of the Company examined by us and
information and explanation given to us, the Company has not defaulted in repayment of
loans or borrowings to any financial institution or bank or government as at balance sheet
date.
(b) According to the information and explanations given to us, the Company has not been
declared wilful defaulter by any bank or financial institution or any other lender during
the financial 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, reporting under
clause 3(ix)(c) of the Order is not applicable to the Company.
(d) In our opinion and according to the information and explanations given to us, and
on an overall examination of the financial statements of the Company, funds raised by the
Company on short term basis have not been utilised for long term purposes.
(e) According to the information and explanations given to us, during the year, 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 joint ventures.
(f) According to the information and explanations given to us, during the year, we
report that the company has not raised loans during the year on the pledge of securities
held in its joint ventures.
x.
(a) Based upon the audit procedures performed and the information and explanations
given by the management, the Company has not raised moneys by way of initial public offer
or further public offer including debt instruments and term Loans. Accordingly, Clause 3
(x) of Para 3 of the Order are not applicable to the Company.
(b) The Company has not made any preferential allotment or private placement of shares
/ fully or partially or optionally convertible debentures during the year under audit and
hence, the requirement to report on 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 "Related Party
Disclosure" as required by the applicable accounting standards.
xiv. (a) In our opinion and based on our examination, though the company is required to
have an internal audit system under section 138 of the Act, it does not have the same
established for the year.
(b) The company did not have an internal audit system 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)(c) 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. According to the information and explanations given to us, the company has
incurred any cash losses in the financial year and immediately preceding financial year
amounting to INR 3671.50 (ooo) and INR 3218.02 (000) respectively.
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 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, 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.
xx. According to the information and explanations given to us and based on our
examination of the financial statement 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. According to the information and explanations given to us and based on our
examination of the financial statement of the company, since the company does not have any
subsidiaries or associates the Company is not required to prepare Consolidated Financial
Statements and hence, the requirement to report on clause 3(xxi) of the Order is not
applicable to the Company.
For G.P. Sharma & Co LLP
Chartered Accountants
Firm Registration no. : 109957W/W100247
Sd/-
CA Utkarsh Sharma Partner
Membership Number: 147906
UDIN : 23147906BGUNWO7002
Place : Mumbai
Date : 14th August, 2023
Annexure - B 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)
In conjunction with our audit of the standalone financial statements of Vardhaman
Concrete Limited (the Company) as at and for the year ended 31st March, 2023, we have
audited the internal financial controls with reference to financial statements of the
Company as at that date..
Responsibilities of Management and Those Charged with Governance for Internal Financial
Controls
The Companys Board of Directors is responsible for establishing and maintaining
internal financial controls based on the internal control based on internal control
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 for the Audit of the Internal Financial Controls with
Reference to Financial Statements
Our responsibility is to express an opinion on the Companys internal financial
controls over financial statement 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 statement and their operating
effectiveness. Our audit of internal financial controls over financial statement 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 Statement
A companys internal financial control over financial statement 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 Statement
Because of the inherent limitations of internal financial controls over financial
statement , 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
statement to future periods are subject to the risk that the internal financial control
over financial statement 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 statement 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.
For G.P. Sharma & Co LLP
Chartered Accountants
Firm Registration no. : 109957W/W100247
Sd/-
CA Utkarsh Sharma Partner
Membership Number: 147906
UDIN : 23147906BGUNWO7002
Place : Mumbai
Date : 14th August, 2023
+91-9892691696
