We have audited the financial statements of Alka India Limited (“the Company”], which
comprise 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, the
Statement of Cash Flows and notes to the standalone Ind AS financial statements, for the
year ended on that date, and a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as “the standalone financial statements”].
The Company has been under the Corporate Insolvency Resolution Process ('CIRP') under
the provisions of Insolvency and Bankruptcy Code, 2016 ('the Code'] vide order dated
December 18, 2023 passed by the National Company Law Tribunal ('NCLT'). The powers of
the Board of Directors stand suspended as per Section 17 of the Code and such powers
were exercised by the Resolution Professional (RP] appointed by the NCLT by the said
order under the provisions of the code. As per Section 20 of the Code, the management and
operations of the company were managed by the Resolution Professional CA Dharmendra
Dhelariya from the commencement of CIRP.
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),
approved the resolution plan submitted by Mr. Dharmendra Dhelariya (the "Resolution
Professional") of Mr Jatinbhai Ramanbhai Patel (Successful Resolution Applicant] for the
Company 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. The
Resolution Applicant has confirmed that all required implementation steps of the
Resolution Plan were successfully completed during the transition. Furthermore, the
accounts for expenses related to pursuing applications filed for avoidable transactions
under the IBC are being maintained by the erstwhile Resolution Professional and Chairman
of the monitoring committee of the company.
In our opinion and to the best of our information and according to the explanations given to
us 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 information
required by the Companies Act 2013 as amended ("the Act"] in the manner so required and
give 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 other
comprehensive income its cash flows and the changes in equity for the year ended on that
date.
Basis for Disclaimer of Opinion
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 specific
transactions/ 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 on
page 23, the approved Resolution Plan is explicitly stated to be binding on all involved
parties. This includes the corporate debtor, its employees, members, and all creditors.
Importantly, this binding nature extends to the Central Government, any State
Government, or any local authority to whom a debt is owed under any existing law, as
well 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 reviewed
and subsequently approved by the prevailing management of the company on May 30,
2025. The company's statutory auditors have also reviewed these results, taking into
consideration the NCLT order dated February 7, 2025, with Reference I.A. 89/2024 IN
C.P. No. 972(IB]/MB/2023.
3. The Statement of Financial Results has been prepared and verified by the prevailing
management (post-NCLT Order] in accordance with the Indian Accounting Standards
(Ind AS], as prescribed under Section 133 of the Companies Act, 2013, along with the
relevant rules issued thereunder. The financial results also adhere to recognized
accounting practices and policies to the extent applicable. These Financial Results have
been duly signed by the management (post-NCLT Order].
4. In adherence to the Approved Resolution Plan, the management and affairs of the
corporate debtor were formally handed over to the Resolution Applicant. This
transition, which included the appointment of new directors (post-NCLT Order] and
the deemed resignation of pre-NCLT Order directors, was confirmed and recorded
during the First Meeting of the Monitoring Committee of Alka India Limited, held on
February 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 share
capital 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 public
shareholders in proportion to their existing holdings as of the Resolution Plan's
approval date. However, as of March 31, 2025, the management had not yet completed
this restructuring of the paid-up share capital. The necessary PAS-3 form for this
restructuring was filed with the Ministry of Corporate Affairs (MCA] only after March
31, 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 Professional
and Company Management (post-NCLT Order] presented details regarding payments
made to claimants. This presentation took place during the second and final meeting of
the Monitoring Committee of Alka India Limited, held on April 12, 2025, confirming
adherence to the Approved Resolution Plan.
7. In accordance with the Approved Resolution Plan, the company management has taken
steps to extinguish certain financial items, impacting the books post-NCLT order. This
includes the write-off of unclaimed liabilities as stipulated by the resolution plan and
the write-off of unrecoverable receivables as determined by management. These
adjustments have been recorded as preliminary expenses in the financial statements.
8. Prior to the Corporate Insolvency Resolution Process (CIRP) and the National Company
Law 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 has
impaired these investments to zero, with the exception of the investment in Vintage
FZE (India) Private Limited (a subsidiary company], which remains at Rs. 469 lacs.
However, management has not provided any valuation report to substantiate the
recoverability of these impaired unquoted shares.
9. Prior to the Corporate Insolvency Resolution Process (CIRP) filing, the Company had
extended significant advances that remained outstanding at the time of the NCLT order
dated February 7, 2025 (Ref I.A. 89/2024 IN C.P. No. 972(IB)/MB/2023). These
included 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 these
advances were subsequently written back during the transition period following the
NCLT order. Due to the absence of supporting documentation, we are unable to
comment 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 undertook
restructuring actions including the write-back of receivables/loans and the write-off of
unclaimed payables/dues. The resulting loss from these adjustments was recorded as
preliminary expenses (Other Current Assets) in the financial statements. However,
despite the mandated restructuring of paid-up equity share capital to 50 lacs as per the
NCLT order, the financial statements continue to reflect the paid-up equity share
capital at Rs. 5,000 lacs.
11. As of March 31, 2025, outstanding income tax dues and other Central/State
Government demands continue to appear on their respective portals. However, in the
company's books of accounts for the same date, these demands and dues have been
extinguished 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 advance
payment 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, nor
has it confirmed the recoverability of the advance amount during the transition period
or the restructuring of the financial statements. This lack of supporting assessment
prevents an informed opinion on the true value and recoverability of these balances.
13. As per Standards on Auditing (SA) - 505 External Confirmation, Independent Balance
confirmation for outstanding Bank Balances as on 31.03.2025 were sought during the
course of audit but the response to the said confirmations were not received by us till
the 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 with
governance.
Material uncertainty related to Going Concern
Due to the matters described under Basis on Disclaimer of Opinion and Emphasis of
Matter and possible impact thereof, we are unable to obtain sufficient appropriate
audit evidence as to whether the Company will be able to service its debts, realize its
assets and discharge its liabilities as and when they become due over the period of
next 12 months, Accordingly, we are unable to comment on whether the Company
will be able to continue as Going Concern.
Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion
paragraph in our main audit report, we are unable to obtain sufficient appropriate audit
evidence to provide a basis for our opinion on whether the Company had adequate internal
financial controls over financial reporting with reference to these Standalone Ind AS
financial statements as at March 31, 2025 and whether such internal financial controls
were operating effectively. Accordingly, we do not express an opinion on Internal Financial
Controls Over Financial Reporting with reference to these Standalone Ind AS financial
statements.
We conducted our audit in accordance with the Accounting Standards (AS) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor's Responsibilities for the Audit of the Financial Statements
section 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 ethical
requirements that are relevant to our audit of the financial statements under the provisions
of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period. These
matters were addressed in the context of our audit of the standalone financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined the matters described below to be the key audit
matters to be communicated in our report.
Information other than the financial statements and auditors' report thereon
The Company's board of directors is responsible for the preparation of the other
information. The other information comprises the information included in the Board's
Report including Annexures to Board's Report 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
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the
Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial
statements that give a true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the Accounting Standards (AS) specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial
statements 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'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 management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company'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 a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when 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 users taken on the basis of
these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional 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 those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3) (i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions 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 a
going concern.
• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions 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 reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and 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 standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
1. As required by 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
Companies Act, 2013, we give in the 'Annexure A', a statement on the matters
specified 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 the
best 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 the
Company 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 Statement
dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards (AS) specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
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 on 31st March, 2024 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 with reference to
financial statements of the Company and the operating effectiveness of such
controls, refer to our separate Report in 'Annexure B'.
g) With respect to the matter to be included in the Auditor's Report under section
197(16), In our opinion and according to the information and explanations given
to us, the remuneration paid by the Company to its directors during the current
year is in accordance with the provisions of section 197 of the Act. The
remuneration paid to any director is not in excess of the limit laid down under
section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other
details 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 in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and according to the explanations
given to us:
i. The Company does not have any pending litigations which would impact its
financial position.
ii. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of it's knowledge and
belief, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the
company to or in any other person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or
on 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 and
belief, no funds have been received by the company from any person(s) or
entity(ies), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the company
shall, whether, directly or indirectly, lend or invest in other persons or entities
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 of the Ultimate Beneficiaries; and
(c) Based on such audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii) of
Rule 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.
For AMIT RAMAKANT & CO.
Chartered Accountants
Firm Reg. No. 009184C
Sd/-
CA AMIT AGRAWAL
Partner
Membership No. 077407
UDIN: 25077407MBJBEW6146
Date: 30th May, 2025
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