We have audited the accompanying standalone financial statements of TWENTYFIRST CENTURYMANAGEMENT SERVICES LIMITED (“the Company”), which comprise the Balance Sheet as at31st March, 2025 and the Statement of Profit and Loss (including Other Comprehensive Income),the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, anda summary of the significant accounting policies and other explanatory information (hereinafterreferred to as “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 CompaniesAct, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with theIndian Accounting Standards prescribed under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accountingprinciples generally accepted in India, of the state of affairs of the Company as at March 31,2025, its loss, total comprehensive loss, its cash flows and the changes in equity for the yearended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standardson Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor’s Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together withthe ethical requirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believethat the audit evidence obtained by us is sufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significancein our audit of the standalone financial statements of the current period. These matters wereaddressed in the context of our audit of the standalone financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.
Sr.No.
Key Audit Matter
Auditor’s Response
1.
Evaluation of uncertain taxpositions
The Company has material uncertaintax positions including matters underdispute which involves significantjudgment to determine the possibleoutcome of these disputes. (Refernote 20(g) to the standalone financialstatements).
We have obtained the details of tax assessments& demands for all the cases disputed from theManagement. We involved our internal expertiseto challenge the Management’s underlyingassumptions over the possible outcome ofthe disputes. We have also considered otherrulings in evaluating the Management’s positionon these uncertain tax positions. Additionally,we considered the effect of new informationin respect of uncertain tax positions as at 31StMarch 2025 to evaluate whether any changewas required on these uncertainties.
2.
Accounting and valuation ofInvestments
The Company’s investments(Including Margin with Broker) as on31/3/2025 amount to Rs. 4631.24lakhs, which is primarily invested inequity shares (including investmentsin the subsidiary company). Thiscomprises 84% of total assets ofthe Company. Considering the highvalue of this item of asset it has beenconsidered as a key audit matter.
We obtained an understanding of the internalcontrols designed by the management forinvestment accounting and valuation and testedthe operating effectiveness these controls.
We undertook substantive audit procedures likeinspection, recalculation and reperformance.We performed procedures to identifyencumbrances on these investments andverified sufficiency and appropriateness ofdisclosures regarding the same.
We performed procedures to verify adherenceto Ind AS.
1. As fully described in Note 20(h) to the standalone financial statements, the Company hasmade provision for contingent liability of Rs.75 lakhs payable to Gujarat Industrial InvestmentCorporation for legal case pending in the High Court of Chennai. The scope, duration oroutcome of these matters is uncertain.
Our opinion is not modified in respect of this matter.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors 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 Information, but does not include the standalone financial statements andour auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistentwith the standalone financial statements or our knowledge obtained during the course of our auditor otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement ofthis other information, we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibilities for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Actwith respect to the preparation of these standalone financial statements that give a true and fair viewof the financial position, financial performance, including other comprehensive income, changesin equity and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Indian Accounting Standards (Ind AS) specified under Section133 of the Act. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the standalone financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless management either intendsto liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statementsas a whole are free from material misstatement, whether due to fraud or error, and to issue anauditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, butis not a guarantee that an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions 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 maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements,whether due to fraud or error, design and perform audit procedures responsive to 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 higher thanfor 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 control relevant to the audit in order to designaudit 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 adequateinternal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the 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 uncertainty existsrelated to events or conditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor’s report to the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date of our auditor’s report. However, futureevents or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the standalone financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individuallyor in aggregate, makes it probable that the economic decisions of a reasonably knowledgeableuser of the standalone financial statements may be influenced. We consider quantitative materialityand qualitative factors in (i) planning the scope of our audit work and in evaluating the results ofour work; and (ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those mattersthat were of most significance in the audit of the standalone financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in our auditor’s reportunless law or regulation precludes public disclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not be communicated in our report because theadverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a. We have sought and obtained all the information and explanations which to the best of ourknowledge 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 Companyso far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss, Statement of Other ComprehensiveIncome, Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the IndAS specified under Section 133 of the Act, read with Rule 4 of the Companies IndianAccounting Standard Rules, 2015 as amended.
e. On the basis of the written representations received from the directors as on 31st March,2025 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.
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 A”. Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company’s internal financial controls over financialreporting.
g. With respect to the matter to be included in the Auditors’ Report under section 197(16) ofthe Act:
In our opinion and according to the information and explanations given to us, theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinionand 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 positionin its financial statements. Refer Note 19(g) to the standalone financial statements
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to theInvestor Education and Protection Fund by the Company and its subsidiary companiesincorporated in India.
iv. (i) The Management has represented that, to the best of its knowledge and belief,
no funds have been advanced or loaned or invested (either from borrowed fundsor share premium or any other sources or kind of funds) by the Company toor in any other persons or entities, including foreign entities (“Intermediaries”),with the understanding, whether recorded in writing or otherwise, that theIntermediary shall, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalfof the Company or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries.
(ii) The Management has represented that, to the best of its knowledge and belief,no funds have been received by the Company from any persons or entities,including foreign entities (“Funding Parties”), with the understanding, whetherrecorded in writing or otherwise, that the Company shall directly or indirectly,lend or invest in other persons or entities identified in any manner whatsoever(“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures performed that have been considered reasonableand appropriate in the circumstances, nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule11(e) contain any material misstatement.
v) The dividend declared and paid by the Company during the year is in accordance with
Section 123 of the Act.
vi) Reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014:
A. Based on our examination, which included test checks, the Company has used anaccounting software i.e. Tally Prime (edit log) for maintaining its books of account forthe financial year 2024-25 which has a feature of recording audit trail (edit log) facilityand the same has operated throughout the year for all transactions recorded in thesoftware. Further, during the course of our audit we did not come across any instanceof audit trail feature being tampered with and the audit trail has been preserved by theCompany as per the statutory requirements for record retention.
B. Based on our examination which included test checks, the company has used anotheraccounting software i.e. Money-ware for maintaining its books of account relating toInvestments and Capital Gains which does not have feature of recording audit trail(edit log) facility.
2. As required by the Companies (Auditors 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 B” a statement on the matters specified in paragraphs 3 & 4 of the Order.
For Shankar & KishorChartered AccountantsFirm Registration No. 112451W
Membership No. 038139UDIN: 25038139BMOZPU1225