We have audited the financial statements of Alka India Limited (“the Company”], whichcomprise the balance sheet as at 31st March 2025, and the statement of Profit and Loss(including Other Comprehensive Income], the Statement of Changes in Equity, theStatement of Cash Flows and notes to the standalone Ind AS financial statements, for theyear ended on that date, and a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as “the standalone financial statements”].
The Company has been under the Corporate Insolvency Resolution Process ('CIRP') underthe provisions of Insolvency and Bankruptcy Code, 2016 ('the Code'] vide order datedDecember 18, 2023 passed by the National Company Law Tribunal ('NCLT'). The powers ofthe Board of Directors stand suspended as per Section 17 of the Code and such powerswere exercised by the Resolution Professional (RP] appointed by the NCLT by the saidorder under the provisions of the code. As per Section 20 of the Code, the management andoperations of the company were managed by the Resolution Professional CA DharmendraDhelariya from the commencement of CIRP.
approved the resolution plan submitted by Mr. Dharmendra Dhelariya (the "ResolutionProfessional") of Mr Jatinbhai Ramanbhai Patel (Successful Resolution Applicant] for theCompany under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 ("Code").As per Section 31 of the Code, this Approved Resolution Plan is binding on the Company,its employees, members, creditors, guarantors, and all other stakeholders involved. TheResolution Applicant has confirmed that all required implementation steps of theResolution Plan were successfully completed during the transition. Furthermore, theaccounts for expenses related to pursuing applications filed for avoidable transactionsunder the IBC are being maintained by the erstwhile Resolution Professional and Chairmanof the monitoring committee of the company.
In our opinion and to the best of our information and according to the explanations given tous except for the effects of the matters described in the 'Basis for Disclaimer of Opinion'section of our report the aforesaid standalone financial statements give the informationrequired by the Companies Act 2013 as amended ("the Act"] in the manner so required andgive 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 its loss including othercomprehensive income its cash flows and the changes in equity for the year ended on thatdate.
We draw to attention to:
We are unable to determine the consequential impact of certain specific transactions/matters and disclosures on the Standalone Financial Statements. Such specifictransactions/ matters include:
1. Pursuant to the National Company Law Tribunal (NCLT) Order dated February 7,2025 (Ref I.A. 89/2024 IN C.P. No. 972(IB)/MB/2023), specifically Point 36 onpage 23, the approved Resolution Plan is explicitly stated to be binding on all involvedparties. This includes the corporate debtor, its employees, members, and all creditors.Importantly, this binding nature extends to the Central Government, any StateGovernment, or any local authority to whom a debt is owed under any existing law, aswell as to guarantors and all other stakeholders involved in the Resolution Plan.
2. The financial results for the quarter and year ended March 31, 2025, were reviewedand subsequently approved by the prevailing management of the company on May 30,2025. The company's statutory auditors have also reviewed these results, taking intoconsideration the NCLT order dated February 7, 2025, with Reference I.A. 89/2024 INC.P. No. 972(IB]/MB/2023.
3. The Statement of Financial Results has been prepared and verified by the prevailingmanagement (post-NCLT Order] in accordance with the Indian Accounting Standards(Ind AS], as prescribed under Section 133 of the Companies Act, 2013, along with therelevant rules issued thereunder. The financial results also adhere to recognizedaccounting practices and policies to the extent applicable. These Financial Results havebeen duly signed by the management (post-NCLT Order].
4. In adherence to the Approved Resolution Plan, the management and affairs of thecorporate debtor were formally handed over to the Resolution Applicant. Thistransition, which included the appointment of new directors (post-NCLT Order] andthe deemed resignation of pre-NCLT Order directors, was confirmed and recordedduring the First Meeting of the Monitoring Committee of Alka India Limited, held onFebruary 18, 2025.
5. As per the National Company Law Tribunal (NCLT) Order dated February 7, 2025(Ref I.A. 89/2024 IN C.P. No. 972(IB)/MB/2023), the company's paid-up sharecapital was required to be restructured following the approval of the Resolution Plan.This restructuring mandated a total of 50 lakh equity shares with a face value of Re.1.00 per share, including the issuance of 2.50 lakh new equity shares to publicshareholders in proportion to their existing holdings as of the Resolution Plan'sapproval date. However, as of March 31, 2025, the management had not yet completedthis restructuring of the paid-up share capital. The necessary PAS-3 form for thisrestructuring was filed with the Ministry of Corporate Affairs (MCA] only after March31, 2025.
6. Pursuant to the National Company Law Tribunal (NCLT] Order dated February 7, 2025,with Reference I.A. 89/2024 IN C.P. No. 972(IB]/MB/2023, the Resolution Professionaland Company Management (post-NCLT Order] presented details regarding paymentsmade to claimants. This presentation took place during the second and final meeting ofthe Monitoring Committee of Alka India Limited, held on April 12, 2025, confirmingadherence to the Approved Resolution Plan.
7. In accordance with the Approved Resolution Plan, the company management has takensteps to extinguish certain financial items, impacting the books post-NCLT order. Thisincludes the write-off of unclaimed liabilities as stipulated by the resolution plan andthe write-off of unrecoverable receivables as determined by management. Theseadjustments have been recorded as preliminary expenses in the financial statements.
8. Prior to the Corporate Insolvency Resolution Process (CIRP) and the National CompanyLaw Tribunal (NCLT) Order dated February 7, 2025 (Ref I.A. 89/2024 IN C.P. No.972(IB)/MB/2023), Alka India Limited held investments in various companies'unquoted shares, totaling Rs. 1,448 lacs. The current company management hasimpaired these investments to zero, with the exception of the investment in VintageFZE (India) Private Limited (a subsidiary company], which remains at Rs. 469 lacs.However, management has not provided any valuation report to substantiate therecoverability of these impaired unquoted shares.
9. Prior to the Corporate Insolvency Resolution Process (CIRP) filing, the Company hadextended significant advances that remained outstanding at the time of the NCLT orderdated February 7, 2025 (Ref I.A. 89/2024 IN C.P. No. 972(IB)/MB/2023). Theseincluded amounts to Vegas Tradelink (Rs. 20 lacs), S V Enterprises (Rs. 228 lacs),and M/s Hityagata Advisor Management Consultancy (Rs. 14.75 lacs). All theseadvances were subsequently written back during the transition period following theNCLT order. Due to the absence of supporting documentation, we are unable tocomment on the propriety of these written-back transactions.
10. Pursuant to the National Company Law Tribunal (NCLT) Order dated February 7,2025 (Ref I.A. 89/2024 IN C.P. No. 972(IB)/MB/2023), the company undertookrestructuring actions including the write-back of receivables/loans and the write-off ofunclaimed payables/dues. The resulting loss from these adjustments was recorded aspreliminary expenses (Other Current Assets) in the financial statements. However,despite the mandated restructuring of paid-up equity share capital to 50 lacs as per theNCLT order, the financial statements continue to reflect the paid-up equity sharecapital at Rs. 5,000 lacs.
11. As of March 31, 2025, outstanding income tax dues and other Central/StateGovernment demands continue to appear on their respective portals. However, in thecompany's books of accounts for the same date, these demands and dues have beenextinguished to the extent covered by the NCLT-approved Resolution Plan.
12. The Company holds an investment in the unquoted shares of M/s Vintage FZE (India)Private Limited, a subsidiary Rs. 469 Lacs, and had also provided an advancepayment of Rs. 250.48 lacs to this entity prior to the NCLT order. As of March 31,2025, both this investment and the advance amount remain on the books. However,management has not conducted a fair valuation of the investment in the subsidiary, norhas it confirmed the recoverability of the advance amount during the transition periodor the restructuring of the financial statements. This lack of supporting assessmentprevents an informed opinion on the true value and recoverability of these balances.
13. As per Standards on Auditing (SA) - 505 External Confirmation, Independent Balanceconfirmation for outstanding Bank Balances as on 31.03.2025 were sought during thecourse of audit but the response to the said confirmations were not received by us tillthe date of this report. Hence, the outstanding balances appearing as on 31 March,2025 are based on the account statement available and provided by those charge withgovernance.
Due to the matters described under Basis on Disclaimer of Opinion and Emphasis ofMatter and possible impact thereof, we are unable to obtain sufficient appropriateaudit evidence as to whether the Company will be able to service its debts, realize itsassets and discharge its liabilities as and when they become due over the period ofnext 12 months, Accordingly, we are unable to comment on whether the Companywill be able to continue as Going Concern.
Due to the possible effects of the matters described in the Basis for Disclaimer of Opinionparagraph in our main audit report, we are unable to obtain sufficient appropriate auditevidence to provide a basis for our opinion on whether the Company had adequate internalfinancial controls over financial reporting with reference to these Standalone Ind ASfinancial statements as at March 31, 2025 and whether such internal financial controlswere operating effectively. Accordingly, we do not express an opinion on Internal FinancialControls Over Financial Reporting with reference to these Standalone Ind AS financialstatements.
We conducted our audit in accordance with the Accounting Standards (AS) specified undersection 143(10) of the Companies Act, 2013. Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the Financial Statementssection 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 ethicalrequirements that are relevant to our audit of the financial statements under the provisionsof the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of mostsignificance in our audit of the standalone financial statements of the current period. Thesematters were addressed in the context of our audit of the standalone financial statementsas a whole, and in forming our opinion thereon, and we do not provide a separate opinionon these matters. We have determined the matters described below to be the key auditmatters to be communicated in our report.
The Company's board of directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report but does not include the financial statementsand our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materiallyinconsistent with the financial statements or our knowledge obtained during the course ofour audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a materialmisstatement of this other information, we are required to report that fact. We havenothing to report in this regard.
The Company's Board of Directors is responsible for the matters stated in section 134(5) ofthe Companies Act, 2013 (“the Act”) with respect to the preparation of these financialstatements that give a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the accounting principles generally acceptedin India, including the Accounting Standards (AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whetherdue to fraud or error.
In preparing the financial statements, management is responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters relatedto going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Our objectives are to obtain reasonable assurance about whether the financial statementsas a whole are free from material misstatement, whether due to fraud or error, and to issuean auditor's report that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements,whether due to fraud or error, design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3) (i) of theCompanies Act, 2013, we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty exists, weare required to draw attention in our auditor's report to the related disclosures in thefinancial statements or, if such disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor's report.However, future events or conditions may cause the Company to cease to continue as agoing concern.
• Evaluate the overall presentation, structure and content of the financial statements,including the disclosures, and whether the financial statements represent the underlyingtransactions 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 reasonablyknowledgeable user of the standalone financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our audit workand in evaluating the results of our work; and (ii) to evaluate the effect of any identifiedmisstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence, and to communicate withthem all relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issuedby the Central Government of India in terms of sub-section (11) of section 143 of theCompanies Act, 2013, we give in the 'Annexure A', a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to the extent applicable.
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 thebest 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 theCompany so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the AccountingStandards (AS) specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on31st March, 2025 taken on record by the Board of Directors, none of thedirectors is disqualified as on 31st March, 2024 from being appointed as adirector in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of suchcontrols, refer to our separate Report in 'Annexure B'.
g) With respect to the matter to be included in the Auditor's Report under section197(16), In our opinion and according to the information and explanations givento us, the remuneration paid by the Company to its directors during the currentyear is in accordance with the provisions of section 197 of the Act. Theremuneration paid to any director is not in excess of the limit laid down undersection 197 of the Act. The Ministry of Corporate Affairs has not prescribed otherdetails under section 197(16) which are required to be commented upon by us.
h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information and according to the explanationsgiven to us:
i. The Company does not have any pending litigations which would impact itsfinancial position.
ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of it's knowledge andbelief, no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by thecompany to or in any other person(s) or entity(ies), including foreign entities(“Intermediaries”), with the understanding, whether recorded in writing orotherwise, that the Intermediary shall, whether, directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by oron 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 andbelief, no funds have been received by the company from any person(s) orentity(ies), including foreign entities (“Funding Parties”), with theunderstanding, whether recorded in writing or otherwise, that the companyshall, whether, directly or indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party(“Ultimate Beneficiaries”) or provide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries; and(c) Based on such audit procedures that have been considered reasonable andappropriate in the circumstances, nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) ofRule 11(e), as provided under (a) and (b) above, contain any material mis¬statement.
v. No dividend have been declared or paid during the year by the company.
Chartered Accountants
Firm Reg. No. 009184C
Partner
Membership No. 077407
Date: 30th May, 2025