We have audited the accompanying Ind AS financial statements of Eastern Silk IndustriesLimited ("the Company"), which comprise the balance sheet as at 31st March 2024, and thestatement of Profit and Loss, statement of changes in equity and statement of cash flows for theyear then ended, and notes to the financial statements, including a summary of significantaccounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us,except for the possible effects of the matter described in the "Material Uncertainty Related toGoing Concern, Basis for Qualified Opinion and the Emphasis of Matter paragraphs" theaforesaid Ind AS financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at March 31, 2024 and loss, changesin equity and its cash flows for the year ended on that date.
Material Uncertainty Related to Going Concern
Pursuant to an application made by Export Import Bank of India one of the financial creditors, theHon'ble National Company Law Tribunal, Kolkata Bench ("Adjudicating Authority"), vide its orderdated 31st January, 2024, approved the resolution plan dated 02.01.2023 and addendums dated04.02.2023 and 25.02.2023 submitted by the Resolution Applicant Baumann Dekor PrivateLimited. As per the terms of Section 31 of the Code, the Approved Resolution Plan shall be bindingon the Company, its employees, members, creditors and other stakeholders involved in theResolution Plan.
The above conditions indicate the existence of material uncertainty that may cast significantdoubt about the company's ability to continue as a going Concern. However, the financialstatements of the company have been prepared on a going concern basis for the reason stated inNote No. 29 to the Ind AS Financial Results.
Basis for Qualified OpinionWe draw attention to
a) Note No. 29 to the Ind AS financial results which states that In compliance with theapproved Resolution Plan and order from the Hon'ble National Company law Tribunal,the accounting adjustments have been carried out related to extinguishment of liabilities/ claims and write off of impaired and/or doubtful assets during the Financial Yearending 31.03.2024. The net impact of the same Rs 11793.06 lakhs has been transferredto the Capital Reserve Account as per the approved Resolution plan. The cancellation ofexisting share capital and infusion of new capital is in progress and its effect will be takenin accounts on finalisation. The above adjustments are subject to reversal in the event ofnon compliance with the terms of Resolution plan.
b) Note No. 37 to the Ind AS financial results which states that 'No Lien Term Deposit' withthe consortium bankers for \ 2,400.00 Lakhs towards 5% deposit of the amountoutstanding against the offer of one-time settlement were made, of which '. 392.59Lakhs have been appropriated by few banks towards recovery of their overdue interest.The same has not been recognized by the company and no adjustment has been madeand the principal amount of deposit is continued to be shown as 'No Lien Term Depositwithout accounting for interest accruals. Also no confirmation has been received from thesaid banks.
c) Note No. 36 to the Ind AS financial results which states that Confirmation of bankbalances of all bank accounts at Kolkata as on 31.03.2024 is under process of acquiringand reconciling.
We conducted our audit in accordance with the Standards on Auditing (SAs) 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 ofEthics 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 provisions ofthe Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for ourqualified opinion.
Emphasis of Matter
We draw attention to
a) Note No. 31 to the Ind AS financial results which states that In terms of Ind AS-12,further Deferred Tax Assets (DTA) of INR 1,577.05 Lakhs is required to be recognizedduring the year. The Company has so far recognized DTA aggregating INR 4,572.98Lakhs. Earlier recognitions were made based on future profitability and projections.The Company is of the opinion that net DTA of INR 4,572.98 Lakhs as recognized inthe books is sufficient for future income and as such, the current year's DTA has notbeen recognized. Our opinion is not modified in this matter. Our opinion is notmodified in respect of the above matters.
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 forming ouropinion thereon, and we do not provide a separate opinion on these matters.
There are no key audit matters to communicate other than the matters those are describedunder the Material Uncertainty Related to Going Concern, Basis for Qualified Opinion andEmphasis of Matter paragraphs.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors and Management Committee is responsible for thepreparation of the other information. The other information comprises the information includedin the Management Discussion and Analysis, Board's Report including Annexures to Board'sReport, Business Responsibility Report, Corporate Governance and Shareholder's Information,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 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.
When we read the other information and if, based on the work we have performed, weconclude that there is a material misstatement of this other information, we are required tocommunicate the matter with those charged with governance.
Responsibilities of Management and Those Charged With Governance for the FinancialStatements
The Company's Board of Directors and Management Committee is responsible for the mattersstated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparationof these financial statements that give a true and fair view of the financial position, financialperformance, changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the accounting Standards specifiedunder section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets ofthe Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the financial statement
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 is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concernand using the going concern basis of accounting unless management either intends to liquidatethe Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors and Management Committee are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as awhole 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 consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence theeconomic 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 maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whetherdue to fraud or error, design and perform audit procedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, 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 CompaniesAct, 2013, we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness of suchcontrols.
• 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 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 financial statementsor, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However, future events orconditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, includingthe disclosures, and whether the financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable userof the financial statements may be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit work and in evaluating the results of ourwork; 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, theplanned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal 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,and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine thosematters that were of most significance in the audit of the financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication. _
Report on Other Legal and Regulatory Requirements
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 Companies Act,2013, we give in the "Annexure A" statement on the matters specified in paragraphs 3 and 4 ofthe Order, to the extent applicable.
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 ofour knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, except for the effect of the matters described under the MaterialUncertainty Related to Going Concern, Basis for Qualified Opinion and Emphasis ofMatter paragraphs, 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, Statement of Changes in Equity andthe Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.
d) In our opinion, except for the effect of the matters described under the MaterialUncertainty Related to Going Concern, Basis for Qualified Opinion and Emphasis ofMatter paragraphs, the aforesaid financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act, read with relevant rulesthereunder.
e) The matters described under the Material Uncertainty Related to Going Concern, Basisfor Qualified Opinion and Emphasis of Matter paragraphs, may have an adverse effecton the functioning of the company.
f) On the basis of the written representations received from the directors as on March31,2024 taken on record by the Board of Directors, none of the directors is disqualifiedas on March 31,2024 from being appointed as a director in terms of section 164(2) ofthe Act.
g) The qualification relating to maintenance of accounts & other matters connectedtherewith are as stated in the basis for qualified opinion paragraph above.
h) With respect to the adequacy of the internal financial controls over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separateReport in "Annexure B". Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company's internal financial controls over financial
reporting
0 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, as amended:
In our opinion and to the best of our information and according to the explanationsgiven to us, the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.
j) 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, in our opinion and tothe 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 Ind AS Financial Statements - Refer Note No. 29 to the 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 delay in transferring amounts which are required to be transferredto the Investor Education and Protection Fund by the Company due to closure ofDividend Account for the Year 2009 & 2010 by the HDFC Bank Ltd. during the F.Y.2016-17 resulting in non-transfer of the unclaimed amount for the year 2009 & 2010to the Investors Education & Protection Fund - Refer Note No.32 to the Ind ASfinancial statements.
iv. a (The management has represented that, to the best of it's knowledge and belief,other than as disclosed in the notes to the accounts, no funds have been advancedor loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the company to or in any other person(s) or entity(ies),including foreign entities ("Intermediaries"), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, whether, directly orindirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented, that, to the best of it's knowledge and belief,other than as disclosed in the notes to the accounts, no funds have been received bythe company from any person(s) or entity(ies), including foreign entities ("FundingParties ), with the understanding, whether recorded in writing or otherwise, that thecompany shall, whether, directly or indirectly, lend or invest in other persons orentities 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 ofthe Ultimate Beneficiaries; and
c) Based on such audit procedures that the auditor has considered reasonable andappropriate in the circumstances, nothing has come to our notice that has caused usto believe that the representations under sub-clause (i) and (ii) of Rule 11(e), asprovided under (a) and (b) above, contain any material mis-statement.
v. In our opinion and based on the information and explanation provided to us, nodividend has been declared or paid during the year by the company.
vi. Based on our examination and information and explanations provided to us, theaccounting software used by the company for maintaining its books of account doesnot support the feature of recording audit trail (edit log) facility.
For B. K. SHROFF & CO.
Chartered AccountantsFirm Registration No.: 302166E
(L. . Shroff)
Partner
Membership No.: 060742UDIN:24060742BKCMBI9683