uttam value ste Auditors report


To the members of M/S. Uttam Value Steels Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of M/S Uttam Value Steels Limited("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the 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 prescribed 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 affairs of the Company as at March 31, 2019, the Profit/Loss and total comprehensive income, changes in equity and its cash fl ows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matters

We draw your attention on note 21 to the Standalone Ind AS financial statement where National Company Law Tribunal (NCLT), Mumbai bench, had admitted petition for initiating Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy code, 2016 vide its order dated 26th June, 2018 and appointed Mr. Rajiv Chakraborty as Interim Resolution Professional in terms of IBC and subsequently Mr. Rajiv Chakraborty was confirmed as Resolution Professional in the 1st Committee of Creditors meeting held on 30th July,2018.

The Company believes that upon implementation of the approved resolution plan, the financial position of the Company shall improve and the financial statements for the year ended March 31, 2019 have been prepared on a going concern basis.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matters Auditors Response
1 Evaluation of Contingent Liabilities
Claims against the com- pany not acknowledged as debts is disclosed in standalone financial statements by the com- pany after careful evalu- ation of the facts and legal aspects of the mat- ters involved. The out- come of such litigation is uncertain and the po- sition taken by manage- ment involves significant judgment and estimation to determine the likeli- hood and/or timing of cash outflows. Our audit procedures in- clude, among others, as- sessing the appropriate- ness of the managements judgment in estimating the value of claims against the company not acknowl- edged as debts as given in the Note 32.
We have obtained details of completed tax assess- ments and demands/ claims raised up to 31 March 2019 from man- agement. The company also has material tax posi- tions amounting to Rs. 5.30 crores which includes matter pending before
(Refer Note 32 to the Standalone Financial Statements) CIT (A). We assessed the completeness of details of these claims through discussion with senior management personnel.
We have also reviewed the outcome of the disputed cases at various forums. We have also assessed the appropriateness of presentation of the con- tingent liabilities in the standalone financial state- ments.
Conclusion
We agree with the man- agements evaluation and none of the items as re- ported under contingent liabilities require any pro- vision to be created.
2 Evaluation of Exceptional Items
The company has rec- ognized diminution in investments due to long term reduction in the net realizable value of investments. Further, the company has recognized provision created on ad- vances to creditors and amounts receivable from debtors to the statement of profit and loss since after several attempts of recovery, the company considers that these amounts are no longer recoverable. Our audit procedures in- clude, among others, as- sessing the appropriate- ness of the managements judgment in estimating the amounts recognized in Profit and Loss. We have also assessed the appro- priateness of presentation of these exceptional items in the standalone financial statements in accordance with requirements of Ind AS.
Conclusion
(Refer note No. 1 (zc) of the standalone financial statements) We agree with the man- agements evaluation.
3 Accuracy of recognition, measur- ment, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard)
We assessed the entities process to identify the impact of adoption of the new revenue accounting standard. Our audit ap- proach consisted testing of the design and operat- ing effectiveness of the internal controls and sub- stantive testing as follows:
The application of the new revenue account- ing standard involves certain key judgements relating to identification of distinct performance obligations, determina- tion of transaction price of the identified perfor- mance obligations, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, 1. Evaluated the design of internal controls relat- ing to implementation of the new revenue ac- counting standard.
new revenue accounting standard contains dis- closures which involves collation of informa- tion in respect of disag- gregated revenue and periods over which the remaining performance obligations will be satis- fied subsequent to the balance sheet date. 2. Selected a sample of continuing and new contracts, and tested the operating effec- tiveness of the inter- nal control, relating to identification of the distinct performance obligations and deter- mination of transaction price. We carried out a combination of pro- cedures involving en- quiry and observation, reperformance and in- spection of evidence in respect of operation of these controls.
(Refer to Notes 1 (d) to the Standalone Financial Statements) 3. Tested the relevant information technol- ogy systems access and management controls relating to contracts and related informa- tion used in recording and disclosing revenue in accordance with the new revenue account- ing standard.
4. Selected a sample of continuing and new contracts and per- formed the following procedures :
a) Read, analyzed and identified the dis- tinct performance obligations in these contracts.
b) Compared these per- formance obligations with that identified and recorded by the company
c) Samples in respect of revenue recorded for time and mate- rial contracts were tested using a com- bination of approved time sheets includ- ing customer accep- tances, subssequent invoicing and his- torical trends of collections and disputes.
d) In respect of samples relating to fixed- price contracts, progress towards satisfaction of per- formance obligation used to compute re- corded revenue was verified with actual and estimated efforts from the time re- cording and budget- ing systems. We also tested the access and change management controls relating to these systems.
e) Sample of revenues dis-aggregated by type and service of- ferings was tested with the perfor- mance obligations specified in the un- derlying contracts.
f) Performed analyti- cal procedures for reasonableness of revenues disclosed by type and service offerings.
g) We reviewed the collation of informa- tion and the logic of the report generated from the budgeting system used to pre- pare the disclosure relating to the peri- ods over which the remaining perfor- mance obligations will be satisfied sub- sequent to the bal- ance sheet date.
Conclusion
Our audit procedures did not identify any material exceptions.
4 Reclassification of Preference Shares as Financial Liability
Preference Shares were re-classified to Financial Liability from Equity as per Ind AS 32 (Financial Instruments: Presenta- tion and Disclosure) Considering the appropri- ateness of presentation of Preference Shares in the Standalone financial statements in accordance with requirements of Ind AS 32 (Financial Instru- ments: Presentation and Disclosure), they were reclassified as a financial liability.
(Refer to Notes 13 to the Standalone Financial Statements) As per para 18(a) of Ind AS 32 "a preference share that provides for man- datory redemption by the issuer for a fixed or determinable amount at a fixed or determinable future date, or gives the holder the right to require the issuer to redeem the instrument at or after a particular date for a fixed or determinable amount, is a financial liability."
Conclusion
The treatment is in con- currence with applicable Ind AS and we agree with the managements reclas- sification.
5 Redemption of Preference Shares
As at 31 March 2019, the carrying amount of Preference Shares is 9.33 Crores . These prefer- ence shares are liable for redemption with a premium of 11.50 % in 6(six) annual instal- ments commencing from financial year 2016 on the pre-condition that shares shall not be re- deemed except out of the profits of the company which would otherwise be available for dividend or out of the proceeds of the fresh issue of shares made for the purpose of the redemption. We have verified the terms and conditions present in the agreement with the preference shareholders.
Conclusion:
We agree with the obser- vation.
Consequently due to in- adequacy of profits no preference share have been redeemed and are yet outstanding and li- able for redemption. Refer Note 13 to the ac- companying standalone financial statements
6 Recoverability of Sub- sidy under IPS Subsidy (Mega Incentive)
As at March 31, 2019, current assets includes Receivables under IPS Subsidy (Mega Incen- tive) relating to VAT and GST recoverable amounting to Rs 99.39 crores. We have obtained ap- plications made towards claim under IPS. We as- sessed the completeness of details of these claims through discussion with senior management per- sonnel. We have involved our internal experts to review the nature of the amounts recoverable, the sustainability and the likelihood of recoverabil- ity.
(Refer Note 9& 25 of Standalone Financial Statements) Conclusion
We agree with manage- ments evaluation.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Management are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the 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 and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of audit or otherwise appears to be materially misstated. We conclude that there is no material misstatement of this other information and therefore, we have nothing to report in this regard.

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 SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• 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.

• 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 effect of any identified misstatements in the 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

As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the ‘Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Company has no branch office and hence the company is not required to conduct audit under section 143 (8) of the Act;

d) The Balance Sheet, the Statement of Profit and Loss(including Other Comprehensive Income), the Cash flow statement, and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014;

f) On the basis of the written representations received from the directors as on 31st March, 2019 and taken on record by the Resolution Professional, none of the directors are disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; 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, 2014, 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 as per the Notes to the Financial Statement.

ii) The Company has not entered into any long-term contracts including derivative contracts hence this clause is not applicable.

iii) During the year, no amounts were required to be transferred to the Investor Education and Protection Fund by the company.

The question of delay in transferring such sums does not arise.

For VSS & Associates

Chartered Accountants

(ICAI Regn No. 105787W)

Sanjay Jain

Partner

(Membership No. 046565)

Place : Mumbai

Date : 08.05.2019

Annexure - A to Independent Auditors Report

The ‘Annexure A referred to in Independent Auditors Report to the Members of the Company on the Financial Statements for the year ended 31st March 2019, we report that:

(i) (a) According to the information and explanation given to us and based on the records produced before us, we are of the opinion that the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) According to the information and explanation given to us, fixed assets were physically verified by the management according to a designed plan to cover all the locations which in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(c) According to the information and explanation given to us and based on the records produced before us, the title deeds of immovable properties are held in the name of the company.

(ii) According to the information and explanation given to us Inventory has been physically verified by the management during the year. No material discrepancies were noticed that would have an impact over the Financial Statements.

(iii) According to the information and explanation given to us, the Company has not granted any unsecured loans during the year. Hence this clause is not applicable to the Company.

(iv) According to the information and explanation given to us, we are of the opinion that in respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

(v) According to the information and explanation given to us, the company has not accepted any deposits within the meaning of Section 73 to 76 of the Act and the rules framed there under.

(vi) According to the information and explanation given to us, the Company has maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Act

(vii) (a) According to the books and records as produced and audited by us in accordance with generally accepted auditing practices in India and also Management representations, undisputed statutory dues in respect of Provident fund, Employees State Insurance, Income Tax, Sales Tax, Wealth tax, Service tax, Custom duty, Excise duty, Value Added Tax, Cess and other statutory dues, if any, applicable to it, has been regularly deposited with the appropriate authorities.

(b) According to the information and explanation given to us and the record produced before us, the disputed amount payable in case of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax or cess are as per ‘Annexure I attached.

(viii) According to the information and explanation given to us and based on the records before us, the company has defaulted in repayment of dues to financial institutions and banks as per ‘Annexure II attached.

(ix) According to the information and explanation given to us and the record produced before us, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or by way of any term loan during the year.\

(x) During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud by the Company or on the company by its officers or employees, either noticed or reported during the year, nor have we been informed of such case by the Management.

(xi) According to the information and explanation given to us and the record produced before us, managerial remuneration has been paid during the year as per the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company as specified in the Nidhi Rules, 2014. Hence the provision of this clause is not applicable to the company.

(xiii) According to the information and explanation given to us and the record produced before us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Standalone Financial Statements, as required by the applicable Indian Accounting Standards.

(xiv) According to the information and explanation given to us and the record produced before us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Hence the provision of this clause is not applicable to the company.

(xv) As per the information and explanation given to us and the record produced before us, the company has not entered into any non-cash transactions with directors or persons connected to its directors. Hence provision of Section 192 of the Companies Act, 2013 are not applicable to the company.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For VSS & Associates
Chartered Accountants
(ICAI Regn No. 105787W)
Sanjay Jain
Place : Mumbai Partner
Date : 08.05.2019 (Membership No. 046565)

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")

We have audited the internal financial controls over financial reporting of Uttam Value Steels Limited ("the Company") as of 31st March 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘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

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors 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 Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For VSS & Associates
Chartered Accountants
(ICAI Regn No. 105787W)
Sanjay Jain
Place : Mumbai Partner
Date : 08.05.2019 (Membership No. 046565)

ANNEXURE I

Name of the Statute Nature of Dues Amount ( Rs. in lacs) Forum where dispute is pending
The Central Excise Act, 1944 Central Excise 42.65 Assistant Commissioner
Central Excise 65.86 Commissioner
Central Excise 5.42 High Court
Central Excise 34.02 Supreme Court
Income Tax Act, 1961 Income Tax 19,042.03 High Court
Income Tax 2,726.46 CIT (A)
Sales Tax Sales Tax 532.87 High Court
Sales Tax 68.00 MSTT-Mumbai

ANNEXURE II

Particulars Repayment on demand (TL) Interest Repayable on demand (TL) Due but not paid (LC) Interest due but not paid (LC) Default Since
TL INT. TL LC
I D B I Bank Ltd. 85.79 11.85 - - Mar-16 Mar-16
SBI Bank 121.18 29.69 191.42 41.88 June-16 June-16 July 16
Corporation Bank 55.57 18.65 60.37 14.93 Jan-16 Jan-16 Apr-16
Canara Bank 56.39 18.63 120.67 50.93 Mar-16 Jan-16 Mar-16
Andhra Bank 57.31 20.55 92.22 28.79 Feb-16 Feb-16 Feb-16
Allahabad Bank 41.30 12.64 73.70 19.05 Mar-16 Mar-16 June-16
Indian Overseas Bank 22.00 6.91 133.75 37.67 Nov-15 Mar-16 Apr-16
Oriental Bank of Commerce 13.82 4.58 76.75 25.58 Mar-16 Mar-16 Feb-16
Punjab National Bank 32.78 8.66 201.88 46.43 Mar-16 Mar-16 Mar-16
Union Bank 32.93 10.63 99.18 29.84 Dec-15 Jan-16 Mar-16
Vijaya Bank 10.91 3.65 28.05 9.54 Apr-16 Apr-16 Mar-16
Bank of Baroda 76.65 25.56 72.30 19.80 May-16 Mar-16 Mar-16
TOTAL 606.63 172.00 1,150.29 324.44 - - -