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Aksh Optifibre Ltd Auditor Reports

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Aksh Optifibre Ltd Share Price Auditors Report

To the Members of Aksh Optifibre Limited

Report on the Audit of the Standalone Financial Statements Qualified Opinion

We have audited the accompanying standalone financial statements of Aksh Optifibre Limited (the ‘Company), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone 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 (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, as amended (Ind AS) and other accounting principles generally accepted in India, of the state of a_airs of the Company as at March 31, 2025, its loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw your attention to Note 42 (i) of the standalone financial statements, which states that during the year, the Company has accounted for non-cenvatable duty liability amounting to Rs. 499.72 lakhs under the Advance Authorization and Export Promotion Capital Goods (EPCG) schemes, due to non-fulfilment of the export obligations. However, no provision has been considered for interest aggregating Rs. 1,552.48 lakhs and for cenvatable duty aggregating to Rs 648.36 lakhs under the said scheme.

Additionally, the Company has not accounted for duty liabilities under the Advance Authorization scheme in respect of cases where export obligations have been technically fulfilled but the corresponding export proceeds have remained unrealized over an extended period. Due to the non-realization of a substantial portion of these proceeds, the Company is exposed to a potential unrecognized liability amounting to Rs.632 lakhs, including duty and interest.

Management believes that these outstanding liabilities are expected to be resolved under the Governments amnesty scheme on a principal duty basis. Accordingly, these amounts have not been recognized in the financial statements but have been disclosed as contingent liabilities in the notes to accounts, pending resolution under the amnesty framework.

However, as per Ind AS 37, a provision should be recognized when there is a present obligation, an outflow of resources is probable, and the amount can be reliably estimated. However, no such provision has been recognized in the books of account.

Had these liabilities been recognized, the total liabilities would have increased by Rs. 2,832.85 lakhs, the total assets would have increased by Rs. 840.19 lakhs, and the loss for the year would have increased by Rs. 1,992.66 lakhs accordingly.

We conducted our audit of the standalone financial statements 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 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 (‘ICAI) together with the ethical requirements that are relevant to our audit of the consolidated 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 ICAIs Code of Ethics.

Emphasis of Matter

We draw your attention to the notes to the standalone financial statements; a) Note 48 regarding, the Company has foreign currency payable and receivable balances which are outstanding for more than the period as prescribed in Foreign Exchange Management Act. As on the date of signing of financial statement, the Company has applied for necessary extension in consultation with RBI Consultant. Management does not expect any material implication on account of delays under the existing regulations.

The total amount of foreign currency payable aggregating to Rs 26.42 lakhs and Rs 1,650.79 lakhs which are outstanding for more than six months and three years respectively, and foreign currency receivable balances aggregating to Rs 4,438.26 lakhs which are outstanding for more than nine months, as of March 31, 2025. b) Note 49B regarding, pursuant to the Notice received by the Company under section 13(4) of SARFAESI Act, 2002, the company has filed Securitization Application (SA) before Debt Recovery Tribunal (DRT), Jaipur. The Honble Tribunal has granted Interim stay to the company and has listed the matter for further adjudication. c) Note 49C regarding, HDFC Bank Limited, vide its letter dated October 16, 2024, has approved the One-Time Settlement (‘OTS) o_er made by the Company, under which the company is required to pay Rs. 2,559.78 lakhs as full and final settlement against the outstanding dues on or before January 7, 2025. In compliance with the above said OTS, the Company has part complied with the terms and has sought extension which is under consideration by the HDFC Bank. Our opinion is not modified in respect of above-mentioned points.

Key Audit Matters

Key audit matters (‘KAM) 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. In addition to the matter described in the Basis for Opinion we have determined below to be the Key audit matters to be communicated in our report

Key Audit Matter Auditors Response
1. Litigations – Contingencies
As described in Note 42 (ii) Pursuant to an order passed by the Collector of Stamps, Jaipur dated October 4, 2023, a demand of Rs. 3,068.85 lakhs, along with surcharge, interest, and penalty, was raised in connection with the amalgamation of APAksh Broadband Limited against which the Company had paid Rs 120 lakhs in protest. Pursuant to recent amendments to the provisions of the We identified the assessment of recoverability of the protest money amounting to Rs. 120 lakhs as a key audit matter due to the materiality of the amount involved and the significant judgment required in evaluating the likelihood of its recovery.
Rajasthan Stamp Act, the stamp duty was duly recalculated to be Rs 0.13 lakhs, which the Company has since paid. The protest money of Rs. 120.00 lakhs continue to be carried as a recoverable amount in the Companys books based on the legal opinion received from the consultant. In view of the significance of the matter, our procedures included, but were not limited to, the following:
This matter has been considered a key audit matter due to the materiality of the amount involved and the significant judgment required in assessing the recoverability of the deposit. (i) We obtained and reviewed the original demand order dated October 4, 2023, issued by the Collector of Stamps, Jaipur, and the amended demand order subsequently issued by the Deputy Inspector General, Registration and Stamps, Jaipur.
(ii) We reviewed the petition filed by the Company before the Honble High Court and examined related correspondence with the regulatory authorities.
(iii) We obtained a written representation from management confirming the current status of the legal proceedings and their view on the recoverability of the protest deposit.
(iv) We reviewed a legal opinion obtained by the Company from an external legal consultant, which supported managements position on the recoverability of the amount.
(v) We assessed the Companys accounting treatment of the Rs. 120 lakhs as a recoverable amount in light of the pending disposal of the matter and supporting documentation.
(vi) Weevaluatedtheappropriatenessandcompleteness of the disclosures made in the standalone financial statements with respect to this matter. Based on the audit evidence obtained, including legal documentation and the legal experts opinion, we found managements assessment of the recoverability of the protest deposit to be reasonable and the related disclosures to be adequate in the context of the applicable financial reporting framework.
As a result of the above audit procedures, the managements assessment of provision for contingencies was considered to be appropriate.

 

2. Reassessment and Reclassification of Outstanding Liability Payable to Union Bank of India
As described in Note 49A to the standalone financial statements, the Company has undertaken a reassessment of its outstanding liability payable to Union Bank of India (UBI) during the year, based on an independent evaluation carried out by an external professional firm. The reassessment followed the principle that repayments are first appropriated towards accrued interest and thereafter towards principal, giving priority to borrowings carrying higher interest rates. We identified the reassessment and reclassification of the outstanding liability to Union Bank of India as a key audit matter due to the material nature of the adjustment, the exercise of management judgment in applying the repayment appropriation principle, and the involvement of an external expert.
Based on this evaluation, the Company has reclassified its borrowings and accrued interest liabilities e_ective from March 31, 2021, the date on which the account was classified as a Non- Performing Asset (NPA). As a result of this reclassification: In view of the significance of the matter, our procedures included, but were not limited to, the following:
(i) A reduction in interest expense amounting to Rs 1,612.29 lakhs (up to March 31, 2024) has been recognized under Exceptional Income/(Expense); and (i) Evaluated the competence, capabilities, and objectivity of the external professional firm engaged by the Company to carry out the-reassessment;
(ii) A reduction in interest expense of Rs. 487.17 lakhs for the year ended March 31, 2025 has been recognized under Finance- cost. (ii) Reviewed the methodology and assumptions used in the reassessment, particularly the principle of prioritizing interest repayment-over-principal;
Consequently, the outstanding balance payable to UBI as per the books of the Company di_ers from the balance as per the banks records. (iii) Verified the mathematical accuracy of the reclassification workings and checked the consistency of application of the methodology- across-periods;
This matter has been considered a key audit matter due to the materiality of the amount involved, the application of significant management judgment, the use of an external expert, and the resulting variance with the lenders records. (iv) Compared the revised liability position with original loan agreements, repayment schedules, and relevant bank statements;
(v) Obtained and reviewed bank confirmations and correspondence to understand the nature and extent of the di_erence between the Companys books and bank records;
(vi) Assessed the appropriateness of the accounting treatment and related disclosures made in the financial statements.
Based on the audit procedures performed and the evidence obtained, we found the reassessment and related disclosures to be reasonable and in line with the applicable financial reporting framework.

Information other than the Standalone 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 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Managements Responsibility for the Standalone Financial Statements

The Companys management and 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 state of a_airs (financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) . 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 e_ectively 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.

In preparing the standalone financial statements, management and 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 management 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.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

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 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 standalone financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

i. 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 su_cient 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.

ii. 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 explaining our opinion on whether the Company has adequate internal financial controls system in place and the operating e_ectiveness of such controls. iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

iv. 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 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern. v. 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.

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 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 e_ect of any identified misstatements in the standalone financial statements.

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 of the current period and are therefore the key audit matters. We describe these matters 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 Section 197(16) of the Act, we report that the Company has not paid any remuneration to its director during the year, hence provisions and limits laid down under Section 197 read with Schedule V to the Act are not applicable.

2) As required by the Companies (Auditors Report) Order, 2020 (the ‘Order) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

3) Further to our comments in Annexure A, 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 except for the matters stated in the paragraph 3(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

d) In our opinion, the aforesaid standalone financial statements comply with the Indian accounting standards (Ind AS) specified under Section 133 of the Act.

e) On the basis of the written representations received from the director as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 3(b) above on reporting under Section 143(3)(b) of the Act and paragraph 3h(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal financial controls of the Company and the operating e_ectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating e_ectiveness of the companys internal financial controls over financial reporting.

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, 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 the standalone financial statements- Refer note no 42 of the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2025;

iv. (a) The Management has represented that, to the best of its knowledge and belief, 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) The Management has represented, that, to the best of its knowledge and belief, 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 or paid dividend under section 123 of the Companies Act, 2013.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from April 1, 2023.

Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except, the audit trail (edit log) facility was not enabled in the software used for maintaining the books of account relating to payroll.

Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

"Annexure A" to the Independent Auditors Report

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of Aksh Optifibre Limited of even date)

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. a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipments and relevant details of right of use- assets.

(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 Equipments and right of use assets 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. Pursuant to the program, certain property, plant and equipments were due for verification during the year and were physically verified during the year. 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 and from our examination of books of account and other documents, the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the assessee) disclosed in the financial statements are held in the name of the company.

d) The Company has not revalued any of its Property, Plant and Equipment (including Right of Use Assets) or intangible assets or both during the year.

e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii. (A) According to the information & explanation given to us, physical verification of inventory has been conducted at reasonable intervals by the management during the year except for goods in transit. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the book of accounts.

(B) According to the information & explanation given to us, the company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. The quarterly returns or statements has not been filed by the company with such banks or financial institutions as the Companys account has been classified by lenders as Non-Performing Assets, as communicated by the company there is no obligation for the company to submit stock statements or drawing power statements to the lender. Consequently, no such statements were submitted by the Company during the year.

iii. According to the information and explanation given to us, the company has not made 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 during the year and hence reporting under clause 3(iii) (a) to (f) of the Order is not applicable to the Company.

iv. According to the information and explanations given to us and examination of books of account, in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 and 186 of the Act, to the extent applicable.

v. According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Section 73 - 76 of the Act and the rules framed there under. Therefore, the provisions of Clause 3(v) of the Order are not applicable to the Company.

vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub section (1) of section 148 of the Companies, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

vii. (a) The Company is generally regular in depositing undisputed statutory dues including goods and service tax, provident fund, employees state insurance, duty of customs and other material statutory dues, as applicable, with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, Goods & Service Tax, Service Tax, sales tax, custom duty, excise duty and Cess were in arrears, as at March 31, 2025 for a period of more than six months from the date they became payable except payment of Service tax of Rs.6.06 lakhs.

(b) According to the information and explanations given to us, there are no dues of income tax, goods & service tax, service tax, duty of customs, duty of excise which have not been deposited on account of any dispute except of the following amounts: -

Name of Statute Nature of Dues Disputed Amount Rs. in Lakhs Period to which amount relates Forum where disputeis pending
Central Excise Act, 1944 Excise Duty 22.35 2007-09 Asst. Commissioner, Bhiwadi
Central Excise Act, 1944 Excise duty 32.79 2007-09 Asst. Commissioner, Bhiwadi
Central Excise Act, 1944 Excise duty 15.60 June 2016 to June 2017 Asst. Commissioner, Bhiwadi
Finance Act, 1994 Service Tax 0.91 January 2011 to November 2011 Commissioner, Jaipur
Central Excise Act, 1944 Excise Duty 5.78 March 2014 to December 2014 Asst. Commissioner, Bhiwadi
Central Excise Act, 1944 Excise Duty 6.04 2015-16 CESTAT , New Delhi
Provident Fund Act Provident Fund 7.60 2004-05 Honble High Court, Jaipur
Central Excise Act, 1944 Excise duty 8.08 February 2015 to June 2017 Asst. Commissioner, Bhiwadi
Central Goods & Service Tax Act, 2017 GST 512.44 2017-18 Appellate Authority, Alwar
Central Goods & Service Tax Act, 2017 GST 173.32 2018-19 Appellate Authority, Delhi
Central Goods & Service Tax Act, 2017 GST 17.15 2020-21 Appellate Authority, Alwar
Income Tax Act, 1961 Income tax 91.01 A.Y 2010-11 CIT (Appeals), Alwar (Rajasthan)

viii According to the information and explanations given to us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. (a) According to the information available with us, The Company has outstanding default as on balance sheet date in repayment of dues to the banks and financial institution. Detail as under:

Name of Lender Rs. in Lakhs (Principal) Rs. in Lakhs (Interest) Period of Default -in range (Interest)
HDFC Bank - 243.02 0-180 days
HDFC Bank 98.11 181-360 days
HDFC Bank 731.87 223.37 361-720 days
HDFC Bank 1671.80 647.50 More than 720 days
Union Bank of India 660.04 109.71 0-180 days
Union Bank of India 181.49 - 181-360 days
Union Bank of India - - 361-720 days
Union Bank of India 1,871.63 - More than 720 days

The Company has also defaulted in repayment of following dues to the financial institution and banks, which were paid on or before the Balance Sheet date. Detail as under:

Name of Lender Rs. in Lakhs (Principal) Rs. in Lakhs (Interest) Period of Default -in range (Interest)
HDFC Bank 227.63 - 361-720 days
Union Bank of India 177.68 63.75 0-180 days
Union Bank of India 177.06 143.80 181-360 days

(b) In our opinion and according to the information and explanations given to us, the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(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, hence reporting of utilisation of fund received from term loan are not applicable and also reporting under clause 3(ix)(c) of the Order is not applicable.

(d) On an overall examination of the financial statements of the Company, fund raised on short term basis have, prima facie, not been used during the year for long term purposes by the Company.

(e) In our opinion and according to the information and explanations given to us, 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; hence, reporting under clause 3(ix) (e) of the Order is not applicable.

(f) In our opinion and according to the information and explanations given to us, the company has not raised loans during the year based on the pledge of securities held in its subsidiaries, joint ventures or associate companies, hence, reporting under clause 3(ix)(f) of the Order is not applicable.

x. (a) In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public o_er or further public o_er (including debt instruments) during the year. Accordingly, paragraph 3(x)(a) of the Order is not applicable to the Company.

(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.

xi. (a) According to the information and explanations given to us and based on the overall examination of standalone financial statements, no fraud by the Company or on the Company has been noticed or reported during the course of our audit.

(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 upto the date of this report.

(c) During the course of our examination of the books and records of the Company, and according to the informations given by the management, the Company has not received any whistle blower complaints during the year.

xii. The Company is not a Nidhi Company, hence reporting under clause 3 (xii) of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and section 188 of the Companies Act, 2013 where applicable, for all transaction with the related parties and the details of related party transactions have been properly disclosed in the standalone financial statements as required by the applicable Indian accounting standards.

xiv. (a) In our opinion and according to information and explanations given by the management, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected to its directors. Accordingly, the provision of paragraph 3(xv) of the Order are not applicable to the Company.

xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause (xvi) (a), (b) and (c) of the Order are not applicable to the Company.

(b) In our opinion, 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.

xvii. The Company has incurred cash losses of Rs. 2,559.13 Lakhs during the financial year covered by our audit, however no cash losses were incurred by the Company in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and 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, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating 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 as per the records of the Company examined by us the provisions of section 135 with regard to corporate social responsibility are not applicable to the Company for the year under audit. Hence, reporting under clause 3(xx) of the Order is not applicable. xxi. The reporting under clause 3(xxi) is not applicable in respect of audit of Standalone Financial Statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

"Annexure B" to the Independent Auditors Report

(Referred to in paragraph 3(f) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Member of Aksh Optifibre Limited of even date) Report on the Internal Financial Controls under clause (i) of Sub-section 3 of section 143 of Companies Act, 2013

We have audited the internal financial controls over financial reporting of Aksh Optifibre Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management and Board of Directors are 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 e_ectively for ensuring the orderly and e_cient 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. 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 e_ectively 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 e_ectiveness. 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 e_ectiveness 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 su_cient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.

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 standalone 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 unauthorized acquisition, use, or disposition of the companys assets that could have a material e_ect 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, to the best of our information and according to the explanations given to us, 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 e_ectively as at March 31, 2025, based on 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 P. C. Bindal & Co.
Chartered Accountants
Firm Registration Number :003824N
Sd/-
CA K. C. Gupta
Partner
Place: New Delhi Membership no.: 088638
Date: 22-05-2025 UDIN: 25088638BMJHXQ7624

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