We have audited the accompanying standalone financial statements of SUMEET INDUSTRIESLIMITED (“The Company”) which comprises the Balance Sheet as on 31st March 2024, theStatement of Profit and Loss, the Statement of Changes in Equity and Statement of Cash Flows forthe year ended and the notes to the financial statements including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as “Standalone FinancialStatements”).
In our opinion and to the best of our information and according to the explanations given to us, exceptfor the effects of the matter described in the Basis for Qualified Opinion paragraph and MaterialUncertainty Related to Going Concern under the Emphasis of Matter paragraph below, theaforesaid standalone financial statements:
(a) Are presented in accordance with the requirements by the Companies Act 2013, (“Act”) in themanner so required; and
(b) give a true and fair view in conformity with the Indian Accounting Standards (“IND AS”)prescribed under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules2015, as amended, and other accounting principles generally accepted in India, of the state ofaffairs of the company as at 31 March 2024 and its Loss (financial performance including othercomprehensive income), changes in equity and its cash flows for the year ended on that date.
We conducted our audit of standalone financial statements in accordance with the Standards onAuditing (SAs) issued by ICAI and specified under section 143(10) of the Companies Act, 2013. Ourresponsibilities under those standards are further described in the Auditor’s Responsibilities for theAudit of the financial statements section of our report. We are independent of the Company inaccordance with the Code of ethics issued by ICAI together with ethical requirements that are relevantto our audit of the standalone financial statements under the provisions of the Companies Act, 2013and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate except:
• The company has not created any provision for interest on loan taken from bank and financialinstitutions for the year ending 31.03.2024. The financial impact is not quantifiable as theprovision amount cannot be ascertained based on the material existing.
• The company has not created provision for Interest amounting to Rs 1,04,31,389/- (pertaining topurchases made after the CIRP period cut-off date i.e 20.12.2022) and previous pending interestamounting to Rs. 12,89,57,976/- (pertaining to purchases made before CIRP period cut-off date
i.e 20.12.2022) on delayed payment of MSME dues resulting in overstatement of profit.
• The Company has not complied the disclosure for the following as per IND AS: -
IND AS 36: The Company has carried out review of its assets with respect to economicperformance. However detailed evaluation/working as to whether any impairmentis warranted has not been made available to us. In the absence of suchevaluation/working, we are unable to comment about the impact, if any, arising onaccount of impairment, as required to be provided under Ind AS 36 'Impairment ofAssets'.
• Trade receivables include overdue amounts outstanding for a period of more than three yearsaggregating to Rs. 4,46,09,949/- receivable from its subsidiary and amount outstanding for aperiod of more than 1 year of Rs. 3,91,06,533/- from its customer. The company has not made anyExpected Credit Loss provision till date as the management feels that no provisions would berequired as per their policy of recognition of ECL. In the absence of sufficient appropriate auditevidence to corroborate management’s assessment of recoverability of these balances and havingregard to the age of these balances, we are unable to comment on the carrying value of abovereceivables and the shortfall, if any, on the amount that would be ultimately realizable from thesaid customers.
• With reference to the Standalone Financial Statements, in respect of investments held in subsidiaryof Rs. 22,73,77,500/- and in respect of Trade receivables of Rs.4,46,09,494/- from its subsidiaryas at March 31, 2024, the business continuity of such subsidiary is significantly dependent uponthe financial support of the Company to enable to meet its liabilities as and when they fall due.No impairment assessment was carried out on the Investments held in subsidiary and TradeReceivable. Therefore, we are unable to comment upon the carrying value of these investmentsand Trade receivables pertaining to the Subsidiary.
Emphasis of Matter:
We draw attention to the following matters: -
• The Standalone Financial Statement explains that the Company was admitted under the CIRP videorder dated 20.12.2022 as the Corporate Debtor was admitted into CIRP, in an application filedby the Financial Creditor, namely, IDBI Bank u/s 7 of the IB Code, triggering moratorium undersection 14 of the IB Code and Mr. Kuresh Hatim Khambati was appointed as Interim ResolutionProfessional (hereinafter referred to as “IRP"), who made a public announcement in Form-A on28.12.2022
• After collating the claims received from the creditors of the Corporate Debtor, the IRP formed theCoC on 18.01.2023 comprised of Six Financial Creditors, namely: Union Bank of India with4.61% voting share, Bank of Baroda with 60.98 % voting share, IDBI Bank Limited with 25.10% voting share, Canara Bank with 3.04 % voting share, Central Bank of India with 4.68 % votingshare, Oldenburgische Landesbank AG with 1.59 % voting share (with which Bremer KredibankAG, formerly known as KBC Bank Deutschland AG merged).
• The 1st CoC meeting was held on 24.01.2023 wherein the members of the COC did not confirmthe IRP as RP. Further, in the 2nd COC meeting was held on 09.02.2023 in which COC passedthe resolution for the appointment and replacement of IRP from RP Mr. Satyendra PrasadKhorania. It is also decided by the CoC for the appointment of two Registered Valuers to carryout the valuation. The 03rd CoC meeting was held on 04.03.2023 wherein the COC approved theresolution for publication of FORM- G along with the eligibility criteria and the same waspublished on 12.03.2023.
• The Resolution Professional had examined and admitted the claims from Secured FinancialCreditors amounting to Rs. 583.48 Cr, Unsecured Financial Creditors amounting to Rs. 107.61 Crand from Operational Creditors (other than Workmen, Employees and Government dues)amounting to Rs. 36.64 Cr. The variations between balances as per books and amount claimed bythe Secured financial creditors was due to charging of interest and other charges claimed by thefinancial creditors and by unsecured financial creditors amounting was due to claim by Bank ofBaroda against Corporate Guarantee by Company for Sumeet Global Pte Ltd and claim by SitaramPrints Pvt. Ltd. against Corporate Guarantee given in favour of secured creditors of company, asexplained to us.
• Then an application was been filed by Mr. Satyendra Prasad Khorania, Resolution Professional ofM/s. Sumeet Industries Ltd. under section 30(6) read with Section 31 and 60(5) of Insolvency &Bankruptcy Code, 2016 (hereinafter referred to as IBC, 2016) for approval of the Resolution Plansubmitted by the M/s Eagle Fashions Private Limited, Eagle Fibers Limited, Eagle SyntheticsPrivate Limited, Padmini Polytex Private Limited, Eagle Sizers & JPB Fibers Jointly as EagleGroup / Successful Resolution Applicant(hereinafter referred to as “SRA”) which was approvedby Committee of Creditors ("COC") of Sumeet Industries Limited (“Corporate Debtor”).However, pertaining to the observations as mentioned in the points a) to k) of Para 20 of the NCLTorder pronounced on 05.04.2024 the application was rejected. The company have filed an appealbefore the NCLAT against the order passed vide Company Appeal (AT) (Insolvency) No. 922 of2024 registered on 29.04.2024 and the order is awaited.
• As stated in the Standalone Ind AS Financial Statements which indicate that as the Net worth hasbecome negative, the existence of a material uncertainty that may cast significant doubt about theHolding Company’s ability to continue as a going Concern. Adding the Holding Company’sability to continue as a going concern is dependent upon many factors including continued supportfrom the financial creditors, operational creditors and approval of a viable resolution plan by theprospective investor. These events or conditions indicate that a material uncertainty exists thatmay cast significant doubt on the Holding Company’s ability to continue as a going concern. Inview of the opinion of the Directors and KMPs, resolution and revival of the Holding Companyis possible in foreseeable future. Further the RP is required to make every endeavor to protect andpreserve the value of the property of the corporate debtor and manage the operations of thecorporate debtor as a going concern. In view of the aforesaid details and pending outcome of theCIRP at NCLAT, the financial statements of the Holding Company have been prepared on goingconcern basis.
• We have not received the bank statement and confirmation of balance for the balance lying inCentral Bank amounting to Rs. 10,000/-. In the absence of sufficient appropriate audit evidence,we are unable to determine any possible impact thereof on the loss for the year ended March 31,2024 and on the carrying value of bank balance as on that date.
Our opinion is not modified in respect of these above matters.
The Company’s Board of Directors and Management is responsible for the preparation of the otherinformation. The other information comprises the information obtained at the date of this auditor’sreport, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not expressany 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 inconsistent withthe financial statements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated. If, based on the work we have performed, we conclude that there is amaterial misstatement of this other information, we are required to report that fact. We have nothingto report in this regard.
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Actwith respect to the preparation and presentation of these standalone financial statements that give atrue and fair view of the financial position, financial performance, total comprehensive income,change in equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Indian Accounting Standards specified under Section 133of the Act, read with rule 7 of Companies (Accounts) Rules, 2014 and the companies (IndiaAccounting Standards) Rules 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation ofthe financial statements that give a true and fair view and 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 to goingconcern and using the going concern basis of accounting unless management either intends toliquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the company’s financial reporting process.
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 an auditor’sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not aguarantee that an audit conducted in accordance with SAs will always detect a material misstatementwhen 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 userstaken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride 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 the Act, we arealso responsible for explaining our opinion on whether the company has adequate internalfinancial 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 management.
• Conclude on the appropriateness of management’s use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on the Company’s ability to continue as a goingconcern. If we conclude that a material uncertainty exists, we are required to draw attention inour auditor’s report to the related disclosures in the financial statements or, if such disclosuresare inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtainedup to the date of our auditor’s report. However, future events or conditions may cause theCompany to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the standalone financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
• Materiality is the magnitude of the misstatements in the financial statements that, individually orin aggregate, makes it probable that the economic decisions of a reasonably knowledgeable userof 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 of our work; and
(ii) To evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the 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 with relevantethical requirements regarding independence, and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable,related safeguards.
From the matters communicated with those charged with governance, we determine those mattersthat were of most significance in the audit of the consolidated 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 should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweighthe public interest benefits of such communication.
1. In our opinion, the provision of the Companies (Auditor’s Report) Order, 2020 (“the Order”)issued by the Central Government of India in terms of Sub-section (11) of Section 143 of the Act,2013 are applicable to the company. Refer “Annexure A”, a statement on the matters specifiedin the paragraph 3 & 4 of the order.
2. 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 purpose 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including OtherComprehensive Income, the Standalone Statement of Changes in Equity and the StandaloneCash Flow Statement dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with the IndianAccounting Standards specified under section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules 2014;
e) On the basis of written representations received from the directors as on 31 March, 2024taken on record by the Board of Directors, none of the directors is disqualified as on 31March, 2024 from being appointed as a director in terms of Section 164(2) of the Act;
f) In our opinion, the provisions of section 143(3)(i) of Companies Act, 2013 with respect toreporting about the adequacy of the internal financial controls are applicable. Refer,“Annexure B”, a separate report on adequacy of internal financial controls.
g) With respect to the other matters to be included in the Auditor’s Report in accordance withthe requirement of Section 197(16) of the Act, as mentioned, in our opinion and to the bestof our information and according to the explanation given to us, no remuneration wereprovided to its directors during the current year.
h) With respect to other matters to be included in the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial positionin its standalone financial statements. Refer Note No. 22(R) Provisions and ContingentLiabilities to the Standalone Financial Statements.
ii. Based on the assessment made by the company, there are no material foreseeable losseson its long-term contracts that may require any provisioning.
iii. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.
iv.
a) The management has represented that, to the best of its knowledge and belief, asdisclosed in Note No. 30(vi) to the accounts, no funds have been advanced or loanedor invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other persons or entities, including
foreign entities (“Intermediaries”), with the understanding, whether recorded inwriting or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company or any of such subsidiaries(“Ultimate Beneficiaries”) or
• provide any guarantee, security or the like to or on behalf of the UltimateBeneficiaries.
b) The management has represented, that, to the best of its knowledge and belief, asdisclosed in Note No. 30(vii) to the accounts, no funds have been received by theCompany from any persons or entities, including foreign entities (“FundingParties”), with the understanding, whether recorded in writing or otherwise, that theCompany shall:
• directly or indirectly, lend or invest in other persons or entities identified in anymanner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the FundingParty or
• provide any guarantee, security or the like from or on behalf of the UltimateBeneficiaries.
c) Based on such audit procedures as considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (iv)(a) and (iv)(b) contain any material mis¬statement.
v. The company has not paid/declared any dividend during the year and hence complianceof section 123 of the Act is not applicable.
vi. Based on our examination which included test checks, the company, has used anaccounting software for maintaining its books of account which has a feature ofrecording audit trail (edit log) facility and the same has operated throughout the yearfor all relevant transactions recorded in the software. Further, during the course of ouraudit we did not come across any instance of audit trail feature being tampered with.
FOR H T K S & COCHARTERED ACCOUNTANTS
CA. HARISHANKAR TOSNIWAL(PARTNER)
M. NO. : 055043FRN : 111032W
PLACE : SURATDATE : 28-05-2024
UDIN : 24055043BKBGOE1964