To the Members of Sterlite Technologies Limited
Report on the Audit of the Standalone Financial Statements
Opinion
1. We have audited the accompanying standalone financial statements Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, and the Standalone Statement of Profit and Loss (including Other Comprehensive Loss), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and total comprehensive loss (comprising of loss and other comprehensive loss), changes in equity and its cash
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) 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 Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for of SterliteTechnologies our opinion.
Emphasis of Matters
4. We draw attention to Note 15A of the standalone financial statements regarding the Scheme of Arrangement ("Scheme") between the Company and STL Networks Limited (the "Resulting Company") for demerger and transfer of the Companys Global Services Business undertaking to the Resulting Company, which has been approved by the National Company Law Tribunal ("NCLT") and accordingly, these standalone financial statements prepared after giving effect of the Scheme from the effective date, as per NCLT approved order.
5. We draw attention to Note 37(6) of the Standalone financial statements, which describes the status of a litigation against Sterlite Technologies Inc, USA, a subsidiary incorporated outside India, by another USA based entity. Management is pursuing legal remedies, including filing an appeal, and the possible financial impact of the litigation is for the year then ended. currently not determinable.
Our opinion is not modified in respect of the above matters.
Key Audit Matters
6. 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 matters were addressed in the context of our audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter |
How our audit addressed the key audit matter |
Assessment of impairment to the carrying value of property, plant and equipment and intangible assets (Refer Notes 4 and 5 to the standalone financial statements) |
Our audit procedures included: |
- Obtaining an understanding and evaluating the design and testing the operating effectiveness of controls over impairment assessment of PP&E and intangible assets including the determination of CGUs and recoverable amount of the relevant CGUs. | |
As at March 31, 2025, the carrying amount of the Companys property, plant and equipment ("PP&E") and intangible assets is 1,697 crores. The Company periodically assesses if there are any indicators of impairment in respect of PP&E and intangible assets. | - Evaluating managements assessment of the indicators of PP&E and intangible assets impairment and determination of CGU. |
In making this assessment, the Company identifies the cash generating unit (CGU) to which the asset belongs and considers both internal and external sources of information to determine whether there is an indicator for impairment at CGU level. If such indication exists, Management estimates the recoverable amount of that CGU. | - With the involvement of auditors experts where necessary, assessing appropriateness of the valuation methodology used and evaluating the reasonableness of the key assumptions used in determination of discounted cash flows such as discount rates, terminal growth rate, sales growth rate, EBITDA, etc. |
The recoverable amount of relevant CGU is determined based on the higher of value in use and fair value less cost of disposal. An impairment loss is recognised if the recoverable amount is lower than the carrying value. | - Evaluating the past performance of the relevant CGUs with its actual performance. |
The impairment to carrying value of PP&E has been considered to be a key audit matter as significant judgment is involved in estimating the recoverable amount of relevant CGUs, in particular, with respect to estimation of future cash flows of the underlying CGUs due to the inherent subjectivity involved in forecasting. | - Performing sensitivity analysis over key assumptions to corroborate that recoverable amount of the relevant CGU is within a reasonable range. |
- Testing the arithmetical accuracy of the computations including those related to discounted cash flows. | |
- Assessing adequacy of relevant disclosures in the standalone financial statements. | |
Assessment of impairment to the carrying value of investments in and loans to in subsidiaries (Refer Notes 6 and 8 to the standalone financial statements) |
Our audit procedures included: |
- Obtaining an understanding and evaluating the design and testing the operating effectiveness of relevant controls related to managements impairment assessment of investments, loans and guarantees. | |
The carrying amount of investments in equity shares of Sterlite Global Ventures (Mauritius) Limited, Sterlite (Shanghai) Trading Company Limited and STL Optical Interconnect S.p.A. as of March 31, 2025, aggregated to 263 crores and the loans to Speedon Network Limited, STL Digital Limited, Sterlite Technologies Holding Inc USA and STL Optical Interconnect S.p.A. as at March 31, 2025, aggregated to 397 crores. | - Evaluating the basis for identifying impairment indicators (e.g., financial condition, capacity utilization, market conditions, etc.). |
Further, the Company has also given guarantees in respect of external borrowings taken by these subsidiaries. | - With the involvement of auditors experts where necessary, assessing appropriateness of the valuation methodology used and evaluating the reasonableness of the key assumptions used in determination of discounted cash flows such as discount rates, terminal growth rate, sales growth rate, EBITDA, etc. |
The Company accounts for investments in subsidiaries at cost (less accumulated impairment, if any). The management reviews the carrying value of these investments in subsidiaries at each reporting date and assesses if there are any indicators of impairment. | - Evaluating the historical performance of the subsidiaries against their forecast performance. |
The Management has used the discounted cash flow (DCF) model for estimating the recoverable amount of the investments for the purpose of carrying out the impairment assessment, which involves estimates and judgement with regard to certain key inputs like future cashflows, discount rates, terminal growth rate, economic factors, etc. incorporated in the valuation. | - Performing sensitivity analysis over key assumptions to evaluate whether recoverable amount of investments is within a reasonable range. |
- Evaluating managements assessment in determination of ECL. | |
Further, in respect of the aforementioned loans and guarantees, the Company applies the principles of Ind AS 109 "Financial Instruments" to determine whether any provision for expected credit losses (ECL) is required, considering the expected manner of recovery over a period and other variables considered in the ECL model. | - Testing the arithmetical accuracy of the computations including those related to discounted cash flows. |
- Assessing the adequacy of related disclosures in the standalone financial statements. | |
We considered this to be a key audit matter due to significant management judgement involved in estimating of the recoverable amount. | |
Assessment of recoverability of Deferred Tax Assets (Refer note 23A to the standalone financial statements) |
Our audit procedures included: |
The Company has recognised deferred tax assets amounting to 19 crores as at March 31, 2025, on business losses/unabsorbed depreciation and other temporary differences, based on its assessment of recoverability considering the Companys projected future taxable income, in accordance with Ind AS 12 "Income Taxes". | - Understanding and evaluating the design and testing the operating effectiveness of relevant controls relating to recognition and assessment of recoverability of deferred tax assets. |
We have considered this as a key audit matter due to uncertainties and significant judgment required by the Management in preparation of projected future taxable income considering the future business plan and underlying assumptions such as sales growth rate, EBITDA, etc. | - Assessing the appropriateness of the Companys accounting policy in respect of recognising deferred tax assets on business losses/unabsorbed depreciation and temporary differences. |
- Verifying the calculation of net deferred tax asset recognised as at the year-end, including the mathematical accuracy of the underlying projections. | |
- Evaluating the judgments and assumptions made by the Management in determining the projected future taxable income for reasonableness. | |
- Performing sensitivity analysis on the projected future taxable profits by varying the key assumptions within a reasonable range. | |
- Assessing the adequacy of disclosures made in the standalone financial statements. |
Other Information
7. 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 auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.
Our opinion on the standalone financial statements does not cover the other information and we will 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 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.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.
Responsibilities of management and those charged with governance for the standalone financial statements
8. The Companys 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, cash the accounting principles generally accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act. 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 and our 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.
9. In preparing the standalone financial
Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
10. The Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors responsibilities for the audit of the standalone financial statements
11. 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 SAs will always detect a material misstatement when it exists. in equity and 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.
12. As part of an audit in accordance with SAs,
we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the 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.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures 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 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.
- 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.
13. 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.
14. 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.
15. 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 year 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
16. 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, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
17. 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 that the backup of certain books of account and other books and papers maintained in electronic mode has not been maintained on a daily basis on servers physically located in India during the year and the matters stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive loss), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows 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.
(e) On the basis of the written representations received from the directors 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) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 17(b) above.
(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".
(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 its standalone financial statements Refer Note 37 to the standalone financial statements; (ii) The Company was not required to recognise a provision as at March 31, 2025, under the applicable law or Indian Accounting Standards, as it does not have any material foreseeable losses on long-term contract. The Company did not have any long-term derivative contracts as at March 31, 2025. (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. (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 person(s) or entity(ies), including foreign entities ("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 (Refer Note 8(a) to the standalone financial statements); (b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities manner whatsoever identifiedin by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries (Refer the standalone financial statements); and (c) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.
(v) The Company has not declared or paid any dividend during the year.
(vi) Based on our examination, which included test checks, the Company has used multiple accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except for the following: (i) in respect of the core accounting software, the audit trail feature is not maintained in case of modification by certain users with specific access at application level and also, in case for direct database changes; (ii) one accounting software does not have the feature of recording audit trail;
During the course of performing our procedures, other than the aforesaid instances of audit trail not maintained where the question of our commenting does not arise, we did not notice any instance of audit trail feature being tampered with. Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company as per the statutory requirements for record retention.
18. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act except for managerial remuneration aggregating to 6 crores. As stated in the note 47 (D) to the standalone financial statements, the Company proposes to seek the necessary approval of the shareholders by way of a special resolution in the ensuing Annual General Meeting
For Price Waterhouse Chartered Accountants LLP |
Firm Registration Number: 012754N/N500016 |
Sachin Parekh |
Partner |
Membership Number: 107038 |
UDIN: 25107038BMOZGH2594 |
Mumbai |
May 16, 2025 |
Annexure A to Independent Auditors Report
Referred to in paragraph 17(g) of the Independent Auditors Report of even date to the members of Sterlite Technologies Limited on the standalone financial statements as of and for the year ended March 31, 2025
Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls with reference to financial statements of Sterlite Technologies 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
2. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") 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 Act.
Auditors Responsibility
3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under Section 143(10) of the Act 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 with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls 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.
5. 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 with reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
6. A companys internal financial controls with reference to financial statements 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 controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial
Controls with reference to financial statements
7. Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2025, 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 issued by ICAI.
For Price Waterhouse Chartered Accountants LLP |
Firm Registration Number: 012754N/N500016 |
Sachin Parekh |
Partner |
Membership Number: 107038 |
UDIN: 25107038BMOZGH2594 |
Mumbai |
May 16, 2025 |
Annexure B to Independent Auditors Report
Referred to in paragraph 16 of the Independent Auditors Report of even date to the members of Sterlite Technologies Limited on the standalone financial statements as of and for the year ended March 31, 2025
In terms of the information and explanations sought by us and furnished by the Company, and the books of account and records examined by us during the course of our audit, and to the best of our knowledge and belief, we report that:
i. (a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of Property, Plant and Equipment.
(B) The Company is maintaining proper records showing full particulars of Intangible Assets.
(b) The Property, Plant and Equipment are physically verified by the Management according to a phased programme designed to cover all the items over a period of 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 programme, a portion of the Property, Plant and Equipment has been physically verifiedby the Management during the year and no material discrepancies have been noticed on such verification. Further, the physical verification of cables is impractical due to the manner in which they have been installed / laid.
(c) 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 lessee), as disclosed in Note 4 to the standalone financial statements, are held in the name of the Company.
(d) The Company has chosen cost model for its Property, Plant and Equipment (including Right of Use assets) and Intangible Assets. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including Right of Use assets) or Intangible Assets does not arise.
(e) No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in the standalone financial statements does not arise.
ii. (a) The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by the Management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory.
(b) During the year, the Company has been sanctioned working capital limits in excess of 5 crores, in aggregate, from banks and financial institutions on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks and financial institutions, which are not in agreement with the unaudited books of account as set out below (Also refer Note 48 to the standalone financial statements):
Name of the Bank/ Financial Institution |
Aggregate working capital limits sanctioned ( in crores) | Nature of Current Asset offered as Security | Quarter ended | Amount disclosed as per quarterly return/ statement ( in crores) | Amount as per books of account ( in crores) | Difference ( in crores) | Reasons for difference |
ICICI Bank, State Bank of India, Yes Bank Limited, HDFC Bank Limited, Axis Bank Limited, IDFC First Bank Limited, Indusind bank limited, Bank of Baroda, RBL Bank Limited, Deutsche Bank AG, The Federal Bank Limited, IDBI Bank Limited, Union Bank of India, Export- Import Bank of India, Citi Bank | 4,989 | Inventories, Trade Receivables and Contract Assets | June 2024 | 3,682 | 3,670 | 12 | Difference is on account of reclassification made. |
iii. (a) The Company has granted unsecured loans to seven companies and has given guarantee to one company during the year. The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans to subsidiaries are as per the table given below:
( in crore)
Guarantees | Security | Loans | |
Aggregate amount granted/ provided during the year | |||
- Subsidiaries | 55 | Nil | 1,043 |
- Others | Nil | Nil | Nil |
Balance outstanding as at balance sheet date in respect of the above case | |||
- Subsidiaries | 55 | Nil | 435 |
- Others | Nil | Nil | Nil |
Also, refer Note 8 to the standalone financial statements
(b) In respect of the aforesaid loans and guarantees provided, the terms and conditions under which such loans were granted and guarantees provided are not prejudicial to the Companys interest.
(c) In respect of the loans, the schedule for repayment of principal and payment of interest has been stipulated as repayable on demand, and the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.
(d) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.
(e) There were no loans which have fallen due during the year and were renewed or extended. Further, no fresh loans were granted to same parties to settle the existing overdue loans.
(f) Following loans were granted during the year, including to related parties under Section 2(76), which are repayable on demand:
All Parties | Promoters | Related Parties | |
Aggregate of loans | |||
- Repayable on demand (A) | 1,043 | Nil | 1,043 |
- Agreement does not specify any terms or period of repayment (B) | Nil | Nil | Nil |
Total (A+B) | 1,043 | Nil | 1,043 |
Percentage of loans to the total loans granted during the year | 100% | Nil | 100% |
(Also, refer Note 8 to the standalone financial statements) iv. In our opinion, the Company has complied with the provisions of Section 186 of the Act in respect of the loans and investments made, and guarantees or security provided by it. The Company has not granted any loans or provided any guarantees or security to the parties covered under Sections 185 of the Act.
v. The Company has not accepted any deposits or amounts which are deemed to be deposits referred in Sections 73, 74, 75 and 76 of the Act and the Rules framed there under.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
(a) In our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employees state insurance, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and services tax and other statutory dues as applicable, with the appropriate authorities. However, there are no arrears of statutory dues outstanding as at balance sheet date, for a period of more than six months from the date they became payable.
(b) The particulars of statutory dues referred to in sub-clause (a) as at March 31, 2025 which have not been deposited on account of a dispute, are as follows:
Name of the statute |
Nature of dues |
Amount ( in crore) | Period to which the amount relates (financial year) | Forum where the dispute is pending |
The Customs Act, 1962 | Customs Duty | 71.40* | 2001-02, 2002-03 and 2015-16 | CESTAT, Mumbai |
1.27 | 1992-2005 | Commissioner - Appeal | ||
16.52 | 2001-02 and 2002-03 | Bombay High Court | ||
2.47 | 2020-21 | Commissioner, Dadra Nagar Haveli | ||
22.78 | 2017-18 to 2023-24 | Assistant Commissioner | ||
The Goods and Services Tax, 2017 | Goods and Services Tax | 2.01 | 2017-18 to 2019-20 | Directorate General of GST Intelligence, Mumbai Zonal Unit |
50.72 | 2016-17 | Adjudicating Authority | ||
9.28 | 2000-01, 2007-08 and 2009-10 | Commissioner Bombay High Court | ||
The Income Tax Act, 1961 | Income Tax | 50.56 | 2012-13, 2013-14, 2014-15, 2016-17, 2017- 18 and 2019-20 | Commissioner (Appeals) |
13.67 | 2015-16 and 2020-21 | Income tax Appellate Tribunal (ITAT) |
*net of 0.39 crore deposited under protest.
vii. There are no transactions previously unrecorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
viii (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year. As stated in note 37(3) to the standalone financial statements, the Company continues to dispute amounts aggregating 19 crores claimed by a bank in the earlier years, towards import consignments under letter of credit not accepted by the Company, owing to discrepancies in the documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.
(b) On the basis of our audit procedures, we report that the Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority.
(c) In our opinion, the term loans have been applied for the purposes for which they were obtained. (Also, refer Note 18(viii) to the standalone financial statements)
(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that the Company has utilised funds raised on short-term basis aggregating 529 crores for long-term purposes.
(e) On an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or joint venture.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries or joint venture.
ix. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.
(b) The Company has made a private placement of shares during the year, in compliance with the requirements of Section 42 and Section 62 of the Act. The funds raised have been used for the purpose for which funds were raised.
x. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.
(b) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.
(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has received whistle-blower complaints during the year, which have been considered by us for any bearing on our audit and reporting under this clause. As explained by the management, there were certain complaints in respect of which investigations are ongoing as on the date of our report and our consideration of the complaints having any bearing on our audit is based on the information furnished to us by the management.
xi. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company.
xii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.
xiii. (a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(b) The reports of the Internal Auditor for the period under audit have been considered by us.
xiv. In our opinion, the Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.
xv. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order is not applicable to the
Company.
(d) In our opinion, the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CICs, which are part of the Group. Accordingly, the reporting under clause 3(xvi)(d) of the Order is not applicable to the Company.
xvi. The Company has not incurred any cash losses in the financial year or in the immediately preceding financial year.
xvii. There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause 3(xviii) of the Order is not applicable.
xviii.On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, 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 that the 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.
xix. As at balance sheet date, the Company does not have any amount remaining unspent under Section 135(5) of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable.
xx. 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 Price Waterhouse Chartered Accountants LLP |
Firm Registration Number: 012754N/N500016 |
Sachin Parekh |
Partner |
Membership Number: 107038 |
UDIN: 25107038BMOZGH2594 |
Mumbai |
May 16, 2025 |
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