To The Members of
Vishnu Prakash R.
Punglia Limited
Report on the Audit of
the Financial Statements Opinion
We have audited the
accompanying financial statements of Vishnu Prakash R. Punglia Limited (the Company),
which comprise the Balance Sheet as at 31st March, 2026 the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in Equity and the Cash
Flow Statement for the year then ended and notes to the financial statements including a
summary of the material accounting policies and other explanatory information, which
includes 21 jointly controlled operations incorporated on a proportionate basis (Refer
Note 41 to attached financial Statements).
In our opinion and to
the best of our information and according to the explanations given to us, the aforesaid
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 as prescribed under section 133 of the Act and other
accounting principles generally accepted in India, of the state of affairs of the Company
as at 31st March, 2026, its loss including other comprehensive income, changes in equity
and its cash flows for the year then ended.
Basis for Opinion
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 (ICAI) together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained, and the audit evidence obtained by the other auditors in terms of their reports
referred to in the Other Matters paragraph below, is sufficient and
appropriate to provide a basis for our audit opinion.
Material Uncertainty
Relating to Going Concern
We draw attention to
Note no.46 relating to delayed realization of receivables. There has been considerable
delay in realization of receivables resulting into severe cash crunch which may cast
uncertainties relating to operation of the company and eventually companys ability
to continue as going concern in future.
Our opinion is not
modified in respect of this matter.
Key Audit Matters
Key audit matters are
those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the
context of our audit of the 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.
Key Audit Matter |
Auditors
Response |
Revenue
recognition for long term construction contracts |
Our procedures
over the recognition of revenue included the following: |
(Refer to note
2.2(L) and 26 of the financial statements). The
Companys significant portion of business is undertaken through long term
construction contracts which is in nature of engineering, procurement and construction
basis. The contract prices are fixed and, in some cases, subject to price variance
clauses. |
Read the
Companys revenue recognition accounting policy and assessed compliance of the policy
in terms of Ind AS 115 - Revenue from Contracts with Customers. |
Revenue from these contracts, where the performance
obligationsatisfiedovertime,isrecognisedinproportiontothe stage of completion of the
contract. The stage of completion is assessed by reference to survey of work performed. |
Obtained an
understanding of the Companys processes and controls for revenue recognition
process, evaluated the design, and tested the operating effectiveness of the controls over
revenue recognition with specific focus on determination of stage of completion,
considering impact of change in scope and estimation of contract cost. |
Revenue
recognition from these contracts involves significant degree of judgments and estimation
including identification of contractual obligations, the Companys rights to receive
payments for performance obligation completed till date which includes measuring and
recognition of contract assets, change of scope and determination of onerous obligations
which include estimation of contract costs. |
For a
sample of contracts, we obtained the percentage of completion calculations, agreed key
contractual terms to the signed contracts, tested the mathematical accuracy of the cost to
complete calculations and re-performed the calculation of revenue recognized during the
year based on the percentage of completion. |
Beside recognition of revenue based on actual costs
and estimated costs to complete the work, at the period end, the measurement and
recognition of unbilled revenue related to each of the contract is also dependent on cost
estimates. |
For costs
incurred to date, we tested samples to appropriate supporting documentation and performed
cut off procedures. |
Revenue recognition is significant to the financial
statements based on the quantitative materiality and nature of construction contracts
involves significant judgements as explained above. Accordingly, we considered this as a
key audit matter. |
To test the
forecast cost to complete, we obtained the breakdown of costs forecasts and tested
elements of the forecast by obtaining executed purchase orders and agreements, evaluating
reasonableness of managements judgements and assumptions using past trends and
comparing the estimated costs to the actual costs incurred for the similar completed
projects. |
Assessed
the relevant disclosures made by the company in accordance with Ind AS 115. |
|
Based on the above
procedures performed, we considered the manner of estimation of contract cost and
recognition of revenue to be reasonable. |
Information other than
the financial statements and auditors report thereon
The Companys
Management and Board of Directors are responsible for the preparation of the other
information. The other information comprises the information included in the Boards
Report including Annexures to Boards Report but does not include the financial
statements and our auditors report thereon. The companys annual report is
expected to be made available to us after the date of this auditors report.
Our opinion on the
financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our
audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Managements and
Board of Directors Responsibility for the Financial Statements
The Companys
Management and Board of Directors are responsible for the matters stated in Section 134(5)
of the Act with respect to the preparation of these financial statements that give a true
and fair view of the financial position, financial performance including other
comprehensive income, change in equity and cash flows of the company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) 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 the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
In preparing the
financial statements, 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
is also responsible for overseeing the Companys financial reporting process.
Auditors
Responsibilities for the Audit of the Financial Statements
Our objectives are to
obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors
report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with 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
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 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 and board of directors.
Conclude on the
appropriateness of management and board of directors use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
Evaluate the
overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with
those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those
charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
Emphasis of Matter
1. We draw attention
to Note no. 45 to the financial statements regarding recognition of exceptional item by
the company in respect of encashment of performance bank guarantee and forfeiture of
security deposit. Our opinion is not modified in respect of this matter.
2. We draw attention
to Foot Note 4 of note no. 38 to the financial statements regarding notice received for
termination and encashment of performance bank guarantee and forfeiture of security
deposit of contract, no provision has been made since matter is pending before Rajasthan
High Court Jodhpur. Our opinion is not modified in respect of this matter.
Other Matter
We did not audit the
financial statements of 21 jointly controlled operations included in the financial
statements of the Company, which constitute total assets of Rupees 1251.76 millions as at
31st March, 2026, total revenue of Rupees 1111.27 millions and net cash outflow amounting
to Rupees 47.16 millions. These financial statements and other financial information have
been audited by other auditors whose reports have been furnished to us by the management,
and our opinion on the financial statements (including other information) in so far as it
relates to the amounts and disclosures included in respect of these jointly controlled
operations is based solely on the reports of such other auditors.
Our opinion on the
financial statements, and our report on Other legal and regulatory requirements below, is
not modified in respect of the above matter with respect to our reliance on the work done
and the reports of the other auditors.
Foot note 2 of note
no. 41 regarding not incorporating joint operation assets, liabilities revenues and
expenses in the financial statements on accounts of dispute with joint venture partner.
Our respective opinion on the financial statements is not modified in respect of this
matter.
Report on Other Legal
and Regulatory Requirements
1. As required by the
Companies (Auditors Report) Order, 2020 (the Order) issued by the
Central Government in terms of Section 143(11) of the Act, we give in Annexure A
a statement on the matters specified in clauses 3 and 4 of the Order.
2. As required by
Section 143(3) of the Act, we report that: (a) We have sought and obtained all the
information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit.
(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 2(k) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014
(c) The Balance Sheet, the Statement of Profit and
Loss including the statement of other comprehensive income, the Statement of Changes in
Equity and the Cash Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid financial
statements comply with the Indian Accounting Standards specified under section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations
received from the directors as on 31st March, 2026 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2026 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 2(b)
above on reporting under Section 143(3)(b) of the Act and paragraph 2(k) 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 with reference to the financial statements of the company and the
operating effectiveness of such controls refer to our separate Report in Annexure B.
(h) The company has not declared or paid any
dividend during the year.
(i) In our opinion, the managerial remuneration for
the year ended March 31, 2026 has been paid / provided by the Company to its directors in
accordance with the provisions of section 197 read with Schedule V to the Act;
(j) 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, if any, of
pending litigations as at 31st March, 2026 on its financial position in its 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 were no amounts which were required to
be transferred to the Investor Education and Protection Fund by the Company.
iv. (a) The management has represented that to the
best of its knowledge and belief, no funds have been advanced or loaned or invested any
funds (either from the borrowed funds or share premium or any other source or kinds of
funds) by the company to or in any other person or entity, 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.
(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 or entity, including foreign entities, 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; and
(c) Based on such audit procedures 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 Rules
11(e), as provided under sub-clause iv(a) and iv(b) above, contain any material
mis-statement.
(k) The reporting under Rule 11(g) of the companies
(Audit and Auditors) rules, 2014 :-
Based on our
examination, which included test checks, the company has used accounting software for
maintaining its books of account, which have 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 feature of recording audit trail (edit log) facility
was not enabled at the database level to log any direct data changes for the accounting
software used for maintaining the records relating to property, plant and equipment,
inventories, payroll and consolidation process of Joint operations.
Further, for the
periods where audit trail (edit log) facility was enabled and operated for the respective
accounting software, we did not come across any instance of the audit trail feature being
tampered with and the audit trail has been preserved by the Company as per the statutory
requirements for record retention.
Independent Auditors
Report
Annexure A to
Independent Auditors Report on the Financial Statements of Vishnu Prakash R. Punglia
Limited for the year ended 31st March 2026
(Referred to in
paragraph 1 under the heading Report on Other Legal and Regulatory Requirements
section of our report of even date)
Based on the audit
procedures performed for the purpose of reporting a true and fair view on the 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 Equipment, and investment property.
(B) The company has maintained proper records
showing full particulars of intangible assets.
(b) The Property, Plant and Equipment and
investment property of the company have been physically verified by the management at
reasonable intervals in a phased manner so as to generally cover all the assets over a
period of 3 years which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. As informed to us, a portion of the Property, Plant
and Equipment has been physically verified by the Management during the year and no
material discrepancies have been noticed on such verification.
(c) Based on the examination of the registered sale
deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, of
all the immovable properties (other than immovable properties where the Company is the
lessee and the lease agreements are duly executed in favour of the Company) disclosed in
the financial statements included in property, plant and equipment, investment property
and capital work-in progress are held in the name of the Company as at the balance sheet
date.
(d) The company has not revalued its Property,
Plant and Equipment (including Right of Use assets) or intangible assets or both during
the year.
(e) No proceedings have been initiated or are
pending against the company for holding any Benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Accordingly, reporting
under clause 3(i)(e) of the Order is not applicable to the company ii) (a) The inventories
were physically verified during the year by the Management at reasonable intervals. In our
opinion and according to the information and explanations given to us, the coverage and
procedure of such verification by the Management is appropriate having regard to the size
of the Company and the nature of its operations. 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 and have been appropriately dealt with in the books of
account.
(b) The Company has been sanctioned working capital
limits in excess of 5 crores, in aggregate, from banks on the basis of security of
current assets. The Company has filed quarterly returns or statements with such banks,
which are in agreement with the unaudited books of account of the company of the
respective quarters.
iii) (a) The Company
has made investment in three mutual fund schemes, granted unsecured loans 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, joint
Venture, associates and parties other than subsidiaries, joint Venture, associates are as
per the table given below:
Particulars |
Amount (in
Millions) |
Aggregate Amount
granted/ provided during the year: |
|
- Subsidiaries,
joint venture, associates |
- |
- Others |
293.00 |
Balance
outstanding as at balance sheet date in respect of above cases |
|
- Subsidiaries,
joint venture, associates |
- |
- Others |
152.92 |
The Company has not provided any guarantee or
security to companies, firms, limited liability partnerships or other parties.
(b) In respect of the
aforesaid investments, guarantees and loans, the terms and conditions under which such
loans were granted, investments were made and guarantees provided are not prejudicial to
the Companys interest.
(c) In respect of the aforesaid loans, no schedule
for repayment of principal and payment of interest has been stipulated by the Company.
Therefore, in the absence of stipulation of repayment terms, we are unable to comment on
the regularity of repayment of principal and payment of interest.
(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 fell due during the
year and were renewed/extended. Further, no fresh loans were granted to same parties to
settle the existing overdue loans.
(f) Following loans were granted to related parties
under Section 2(76), which are repayable on demand or where no schedule for repayment of
principal and payment of interest has been stipulated by the Company as follow:
Particulars |
Parties |
Related Parties |
Aggregate of loan/
advances in nature of loan: |
||
- Repayable on
demand |
152.92 |
0.00 |
- Without
specifying any terms or period of repayments |
0.00 |
0.00 |
% of loans/
advances in nature of loan to the total loans |
100 |
0.00 |
iv) In our opinion and
according to the information and explanations given to us, the Company has complied with
the provisions of section 185 and 186 of the Act, with respect to the loans and
investments made. Further, as no guarantees/security has been given towards the parties
specified in section 185, hence clause with regard to these matters are not applicable to
the Company.
v) According to the
information and explanations given to us, the Company has not accepted any deposit during
the year and does not have any unclaimed deposit as at 31st March, 2026 and therefore, the
provisions of Sections 73 to 76 or any other
relevant provisions of the Companies Act, 2013 and the rules made thereunder are not
applicable to the Company. We are informed by the management that no order has been passed
by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal against the Company in this regard. 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. vii) (a)
According to the information and explanations given to us and according to the books and
records as produced and examined by us, in our opinion :-
- undisputed statutory dues including Goods and
Service Tax, provident fund, employees state insurance, have generally been
regularly deposited by the company with the appropriate authorities, though there has been
slight delays in a few cases,
- undisputed statutory dues of income tax and tax
deducted at source (TDS) have not been regularly deposited by the company with the
appropriate authorities and there have been serious delays, and further 75.15 millions of
TDS dues has not been deposited as on the date of this report.
According to the information and explanations given
to us, no undisputed amounts payable in respect of these statutory dues were in arrears as
at 31st March, 2026 for a period of more than six months from the date they became payable
except the TDS dues of 0.44 million related to the month of August 2025 which is
outstanding for more than six months as at the last day of the financial year and has not
been deposited as on the date of this report.
(b) According to the
information and explanation given to us, there are no dues of income tax, sales tax, goods
and service tax, duty of customs, duty of excise, value added tax which have not been
deposited with the appropriate authorities on account of any dispute, except the following
dues:
Nature of the
Statute |
Nature of Dues |
Amount involved (in
Million Rupees) |
Period to which the
amount relates |
Forum Where Dispute is
pending |
Remarks, if any |
Income Tax Act,
1961 |
Penalty |
0.68 |
FY 2019-20 |
Commissioner
Income Tax (Appeals) |
|
Income Tax Act,
1961 |
Tax and interest |
9.08 |
FY 2022-23 |
Central Processing
Centre (CPC) |
|
Income Tax Act,
1961 |
Tax and interest |
5.39 |
FY 2023-24 |
Central Processing
Centre (CPC) |
The Company is in
the process of filing the rectification. |
Income Tax Act,
1961 |
Tax and interest |
0.38 |
FY 2016-17 |
Commissioner
Income Tax (Appeals) |
Amount of demand
comprise of Companys share in Joint Operation - VPRPL RBIPL JV |
Income Tax Act,
1961 |
Tax and interest |
0.36 |
FY 2017-18 |
Commissioner
Income Tax (Appeals) |
Amount of demand
comprise of Companys share in Joint Operation - VPRPL RBIPL JV |
Income Tax Act,
1961 |
Tax and interest |
1.07 |
FY 2017-18 |
Commissioner
Income Tax (Appeals) |
Amount of demand
comprise of Companys share in Joint Operation - VPRPL WABAG JV |
Goods and Services
Tax Act, 2017 |
Tax, interest and
penalty |
5.15 |
FY 2017-18 |
Deputy
Commissioner State tax, Ahmedabad (Appeals) |
|
Goods and Services
Tax Act, 2017 |
Tax, interest and
penalty |
0.54 |
FY 2018-19 |
Additional
Commissioner, Assam |
|
Goods and Services
Tax Act, 2017 |
Tax |
0.36 |
FY 2018-19 |
Joint
Commissioner, Moti Daman |
|
Goods and Services
Tax Act, 2017 |
Tax and penalty |
2.13 |
FY 2020-21 |
Joint
Commissioner, Bhopal, Madhya Pradesh |
|
Goods and Services
Tax Act, 2017 |
Tax |
0.32 |
FY 2020-21 |
Joint
Commissioner, Moti Daman |
|
Goods and Services
Tax Act, 2017 |
Tax, interest and
penalty |
3.12 |
FY 2022-23 |
Additional
Commissioner, Jodhpur, Rajasthan |
|
Goods and Services
Tax Act, 2017 |
Tax, interest and
penalty |
96.54 |
FY 2023-24 |
Additional
Commissioner, Jodhpur Rajasthan |
|
Goods and Services
Tax Act, 2017 |
Interest and
penalty |
4.85 |
FY 2021-22 |
Deputy
Commissioner State tax, Jodhpur (Raj.) |
Amount of demand
comprise of Companys share in Joint Operation - VPRPL PEL JV |
viii) In our opinion
and according to the information and explanations given to us, the company does not have
any transactions not recorded in the books of account have been surrendered or disclosed
as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of
1961). Accordingly reporting under clause 3(viii) of the Order is not applicable. ix) (a)
According to the records of the company examined by us and the information and
explanations given to us, the Company has defaulted in the repayment of loans or
borrowings or in the payment of interest thereon to lenders as enumerated in the Annexure
1.
(b) The Company has not been declared wilful
defaulter by any bank or financial institution or government or any government authority.
(c) Term loans taken were applied for the purpose
for which the loans were obtained.
(d) On an overall examination of the Financial
Statements of the Company, funds raised on short-term basis have, prima facie, not been
used during the year for long-term purposes by the Company.
(e) On an overall examination of the Financial
Statements of the Company, the Company has not taken any funds from any entity or person
on account of or to meet the obligations of its subsidiaries, associates or joint
ventures.
(f) The Company has not raised loans during the
year on the pledge of securities held in subsidiary, joint ventures or associate companies
and hence reporting under clause 3(ix)(f) of the Order is not applicable.
x) (a) The company has
not raised moneys by way of initial public offer or further public offer (including debt
instruments) during the year and hence reporting under clause (x)(a) of the Order is not
applicable.
(b) According to the information and explanation
given to us, during the year the Company has not made any preferential allotment or
private placement of shares or convertible debentures (fully, partially or optionally
convertible) during the year. Accordingly reporting under clause 3(x)(b) of the Order is
not applicable.
xi) (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, and according to the
information and explanation given to us, we have neither come across any instance of fraud
done by the company or any fraud done on the company by its officers or employees, noticed
or reported during the year, nor have we been informed of such case by the management.
(b) No case or report under sub-section (12) of
section 143 of the Companies Act has been committed to be filed by the auditors in Form
ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the
Central Government;
(c) According to the information and explanations
given to us including the representation made to us by the management of the Company,
there are no whistle-blower complaints received by the Company during the year.
xii) In our opinion
and according to the information and explanations given to us, the Company is not a Nidhi
company. Accordingly, reporting under clause 3(xii) of the Order is not applicable. xiii)
According to the information and explanations given to us and based on our examination of
the records of the Company, transactions with the related parties are in compliance with
sections 177 and 188 of the Act where applicable and details of such transactions have
been disclosed in the financial statements as required by the applicable Indian Accounting
Standards. xiv) a) In our opinion the Company has an adequate internal audit system
commensurate with the size and the nature of its business.
b) The report of the internal auditor for the
period under audit have been considered by us.
xv) According to the
information and explanations given to us and based on our examination of the records of
the Company, the Company has not entered into non-cash transactions with directors or
persons connected with him. Accordingly, reporting under clause 3(xv) of the Order is not
applicable. xvi) (a) The provisions of Section 45-IA of the Reserve Bank of India Act,
1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report
on clause 3(xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted any Non-Banking
Financial or Housing Finance activities without obtaining a valid Certificate of
Registration (COR) from the Reserve Bank of India as per the Reserve Bank of India Act,
1934.
(c) The Company is not a Core Investment Company as
defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to
report under clause 3(xvi)(c) of the Order is not applicable to the Company.
(d) There is no Core Investment Company as a part
of the Group, hence, the requirement to report under clause 3(xvi)(d) of the Order is not
applicable to the Company.
xvii) The Company has
incurred cash loss of 1285.49 million during the financial year covered by our audit and
no cash loss in the immediately preceding financial year.
xviii) There has been
no resignation of the statutory auditors during the year. Accordingly, the requirement to
report on clause 3(xviii) of the Order is not applicable to the Company.
xix) According to the
information and explanations given to us and based on our examination of the financial
ratios, ageing and expected dates of realisation of financial assets and payment of
financial liabilities, other information accompanying the Financial Statements, our
knowledge of the Board of Directors and management plans and based on our examination of
the evidence supporting the assumptions, there has been considerable delay in realization
of receivables resulting into severe cash crunch which causes us to believe that
uncertainties may exists as on the date of the audit report that the company might not be
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. (Refer to our unmodified
opinion on Material Uncertainty Relating to Going Concern paragraph in our
Audit Report.) However as per Note No. 46 of the financial statement, management is of the
view that no uncertainty exists regarding Companys ability to continue as a going
concern and the Company will be able to meet its obligations as they fall due and continue
its operations in the foreseeable future.
We, however, state that this is not an assurance as
to the future viability of the Company. We further state that our reporting is based on
the facts up to the date of the audit report and we neither give any guarantee nor any
assurance that all liabilities falling due within a period of one year from the balance
sheet date, will get discharged by the Company as and when they fall due. xx) The Company
has fully spent the required amount towards Corporate Social Responsibility (CSR)
and there is no unspent CSR amount for the year requiring a transfer to a Fund specified
in Schedule VII to the Act, or special account in compliance with the provision of
sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause 3 (xx)
of the Order is not applicable for the year.
Annexure B to
Independent Auditors Report on the Financial Statements of Vishnu Prakash R. Punglia
Limited for the year ended 31st March, 2026
Report on the internal
financial controls with reference to the aforesaid financial statements under clause (i)
of sub-section 3 of section 143 of the Act (Referred to in paragraph 2(g) under the
heading Report on Other Legal and Regulatory Requirements section of our
report of even date)
Opinion
We have audited the
internal financial controls with reference to the financial statements of Vishnu
Prakash R. Punglia Limited (the Company) as of 31st March, 2026 in
conjunction with our audit of the financial statements of the Company for the year ended
on that date.
In our opinion, the
Company has, in all material respects, an adequate internal financial controls with
reference to the financial statements and such internal financial controls were operating
effectively as at 31st March, 2026, based on the internal controls with reference to the
financial statements 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 (the Guidance Note)
Managements and
Board of Directors 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 financial controls with reference to the
financial statements criteria established by the Company considering the essential
components of internal control stated in the Guidance Note. 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
Our responsibility is to express an opinion on the
Companys internal financial controls with reference to the financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note and the
Standards on Auditing, prescribed under section 143(10) of the Act, to the extent
applicable to an audit of internal financial controls with reference to the financial
statements. 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 the financial statements 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 with reference to the financial statements and their operating
effectiveness. Our audit of internal financial controls with reference to the financial
statements included obtaining an understanding of internal financial controls with
reference to the financial statements, 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 with reference to the
financial statements.
Meaning of Internal
Financial Controls with reference to the financial statements
A companys
internal financial controls with reference to the 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 the financial statements includes those policies and procedures that
(a) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
(b) 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
(c) provide reasonable
assurance regarding prevention or timely detection of unauthorized 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 the financial statements
Because of the
inherent limitations of internal financial controls with reference to the 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
the financial statements to future periods are subject to the risk that the internal
financial with reference to the financial statements may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Other Matter
Reporting under
section 143(3)(i) of the Act in respect of the adequacy of the internal financial controls
with reference to the financial statements of the company is not applicable to 19 jointly
controlled operations. Our opinion is not modified in respect of this matter.
For BANSHI JAIN
& ASSOCIATES |
|
Chartered
Accountants |
|
Firm Registration
No. 100990W |
|
HEMANT
MALU |
|
Partner |
|
Place:
JODHPUR |
Membership No.
404017 |
Date: 30th May,
2026 |
UDIN :
26404017CNIVOL7056 |
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