We have audited the accompanying Ind AS financial statements of M/s PAE Limited (IN CIRP)(“the Company”), which comprise the Balance Sheet as at March 31, 2025, and the Statementof Profit and loss (including Other Comprehensive Income), the Statement of Changes in Equityand the Statement of the Cash Flows for the year ended on that date and notes to the financialstatements, including a summary of material accounting policies and other explanatoryinformation (hereinafter referred to as “Ind AS Financial Statements”).
We do not express an opinion on the accompanying financial statements of the entity, becauseof the significance of the matters described in the Basis for Disclaimer of Opinion section of ourreport, we have not been able to obtain sufficient appropriate audit evidence to provide abasis for an audit opinion on these financial statements.
Basis for Disclaimer of Opinion:
1. We are unable to comment on necessary adjustments / disclosures made in the financialstatements in relation to following items in view of non-availability of necessaryinformation/documentations/satisfactory explanations relevant to the audit for the currentyear: -
A. Non-availability of confirmation/reconciliation of account balances of Trade Receivables,Long & Short - Term Loans & Advances and Non-Current Investment.
B. Non-availability of confirmation/reconciliation and unable to verify physically the FixedAssets balances.
C. Non-availability of confirmation/reconciliation of account balances of Trade Payables, OtherCurrent Liabilities.
D. Non-availability of confirmation/reconciliation of account balances of non-currentborrowings, other financial liabilities, non-current provisions, current borrowings, otherfinancial liabilities-current, other current liabilities and current provisions.
E. Non-availability of confirmation/reconciliation of account balances of Balance with revenueauthorities, Sales Tax deposits and Gratuity Fund with LIC, Sundry deposits, Margin moneydeposits with bank and Fixed deposit & Investment deposit scheme.
F. Non-availability of confirmation/reconciliation of account balances of cash in hand andother bank balances.
G. Non-availability of details of other balances, not mentioned above, for verification of theauditor.
2. We draw attention to Note 2 of the Financial statement which relates to Property, Plant andEquipment of the company, the management has not performed a complete physicalverification of all the Fixed Assets. Further, we have not been able to verify the assetsphysically. Hence, we are not able to comment on possible adjustments, if any, to the value offixed assets shown in the balance sheet.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of mostsignificance in our audit of the financial statements of the current period. These matters wereaddressed in the context of our audit of the financial statements as a whole, and in formingour opinion thereon, and we do not provide a separate opinion on these matters. The mattersdescribed under the Basis for Disclaimer Opinion section were determined to be key auditmatters to be communicated in our audit report.
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON
The Company’s Board of Directors / Chairperson of Monitoring Committee and ErstwhileResolution Professional is responsible for the other information. The other informationcomprises the information included in the Management Discussion and Analysis, Board’s Reportincluding Annexures to Board’s Report, Business Responsibility Report, Corporate GovernanceReport, and Shareholder’s Information, but does not include the Financial Statements and ourauditor’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 the otherinformation and, in doing so, consider whether the other information is materially inconsistentwith the Financial Statements or our knowledge obtained during the course of our audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatementof this other information, we are required to report that fact.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THEFINANCIAL STATEMENTS
The Corporate Insolvency Resolution Process (“CIRP”) had been initiated in respect of M/s PAELimited having L99999MH1950PLC008152 (“Corporate Debtor”) under the provisions of theCode by order of National Company Law Tribunal (‘NCLT”) with effect from 22nd April, 2024
Vide the same order the Hon'ble NCLT had appointed Mr. Karthik Natarajan Interim ResolutionProfessional (IRP).
Subsequently, during the 1st meeting of the Committee of Creditors (COC) held on 14th May2024, the IRP was confirmed as the Resolution Professional (RP) of the corporate debtor.
Thereafter, in the seventh meeting of CoC, members unanimously resolved to replace the RPand hence, Hon’ble NCLT, Mumbai Bench has vide order no. IA 4393/2024 In C.P.(IB)/1074(MB)2023 dated 23th September, 2024 (NCLT order received on 26th September 2024)appointed Mr. Umesh Balaram Sonkar as Resolution Professional of the Corporate Debtor. Thecopy of the said order is attached herewith for your ready reference. Hence from now on theCorporate Debtors is under complete custody, control & management of Mr. Umesh BalaramSonkar, Resolution Professional.
The powers of Board of Directors of the Company stand suspended effective from the CIRPcommencement date and such powers along with the management of affairs of the Companyare vested with the Resolution professional ("RP"). The RP has relied on the certifications,representations and statements made by the erstwhile management for such period and issigning the Financial Statements solely for the purpose of discharging the powers of the Boardof directors which have been conferred upon him by virtue of section 17 of the Code.
Pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code"), theHon’ble National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its order dated27.11.2024, approved the resolution plan submitted by Shri Jatinbhai Ramanbhai Patel inrespect of PAE Limited ("Corporate Debtor"). The said resolution plan had earlier beenunanimously approved by the Committee of Creditors ("CoC") in accordance with Section 30(4)of the Code.
In accordance with the terms of the approved resolution plan, a Monitoring Committee wasduly constituted to supervise the implementation of the plan. Upon completion of all requisiteactions and fulfilment of all conditions precedent as stipulated under the resolution plan, theMonitoring Committee held its 8th meeting on 02.05.2025.
In the said meeting, it was unanimously resolved that all the obligations under the resolutionplan having been duly complied with, the Monitoring Committee stands dissolved withimmediate effect. Consequently, the management and control of the Corporate Debtor, PAELimited, was formally handed over to the successful Resolution Applicant, Shri JatinbhaiRamanbhai Patel, in accordance with the terms of the approved resolution plan and theapplicable provisions of the Code.
The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of theAct with respect to the preparation of these Financial Statements that give a true and fair viewof the financial position, financial performance, including other comprehensive income,changes in equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completenessof the accounting 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 and Board of Directors is responsible forassessing the Company’s ability to continue as a going concern, disclosing, as applicable,matters related to going concern and using the going concern basis of accounting unless theBoard of Directors either intends to liquidate the Company or to cease operations, or has norealistic alternative but to do so.
The Company’s Board of Directors is also responsible for overseeing the Company’s financialreporting process.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our responsibility is to conduct an audit of the entity’s financial statements in accordance withStandards on Auditing and to issue an auditor’s report. However, because of the mattersdescribed in the Basis for Disclaimer of Opinion section of our report, we were not able toobtain sufficient appropriate audit evidence to provide a basis for an audit opinion on thesefinancial statements. We are independent of the entity in accordance with the ethicalrequirements in accordance with the requirements of the Code of Ethics issued by ICAI and theethical requirements as prescribed under the laws and regulations applicable to the entity.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor’s Report) Order,2020 (“the Order”), issued by theCentral Government of India in terms of sub-section (11) of Section 143 of the Act, we give inthe “Annexure A” statement on the matters specified in paragraphs 3 and 4 of the Order, tothe extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) As described in the Basis for Disclaimer of Opinion paragraph above, we are unablesought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.
(b) Due to the possible effects in the matters described in the Basis for Disclaimer ofOpinion paragraph above, in our opinion, proper books of account as required by laware not available and provided by the Company so far as it appears from ourexamination of those books.
(c) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinionparagraph, we are unable to state whether the Balance Sheet, Statement of Profit andLoss and Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.
(d) Due to the possible effects in the matters described in the Basis for Disclaimer ofOpinion paragraph above, in our opinion, the aforesaid Financial Statements complywith the Indian Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014 except Ind AS 19, Ind AS 36 and Ind As116.
(e) On the basis of the written representations received from the directors as on March 31,2025 taken on record by the board of directors, none of the directors is disqualified ason March 31, 2025 from being appointed as a director in terms of Section 164 (2) of theAct;
(f) With respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls, refer to our separatereport in “Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordancewith the requirements of Section 197 (16) of the Act:
In our opinion and to the best of our information and according to the explanationsgiven to us, no remuneration paid by the Company to its directors during the yearattracting provisions Section of 197 of the Act.
(h) The reservation relating to the maintenance of accounts and other matters connectedtherewith are as stated in the Basis for Disclaimer of Opinion paragraph above.
(i) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in ouropinion and to the best of our information and according to the explanations given tous:
i. Due to the possible effects of the matter described in the Basis for Disclaimer ofOpinion paragraph, we are unable to state whether the Company has disclosedthe impact of pending litigations on its financial position in its financialstatements
ii. Due to the possible effects of the matter described in the Basis for Disclaimer ofOpinion paragraph, we are unable to state whether the Company has madeprovision, as required under the applicable law or accounting standards, formaterial foreseeable losses, if any, on long-term contracts including derivativecontracts
iii. Due to the possible effects of the matter described in the Basis for Disclaimer ofOpinion paragraph, we are unable to state whether there were any amountswhich were required to be transferred to the Investor Education and ProtectionFund by the Company.
iv. No dividend declared or paid during the year by the company in compliance withSection 123 of the Act.
v. Based on our examination, which included test checks, the Company has usedaccounting software for maintaining its books of account for the financial yearended March 31, 2025 which did not had the feature of recording audit trail (editlog) facility and the same has not been operated throughout the year for allrelevant transactions recorded in the software.
For, G.P.Kapadia & Co.
Chartered Accountants
FRN No. 104768W
sd/-
Priyang Pandit
Partner
Mem. No. 153595
UDIN : 251 53595BMKQEO2745
Place: Ahmedabad
Date: 29.05.2025