We have audited the accompanying standalone financial
statements of Manaksia Coated Metals & Industries 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 and the Statement of Cash Flows for the year then
ended, and notes to the Standalone Financial Statements,
including a summary of material accounting policy
information and other explanatory information (hereinafter
referred to as "the 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 Companies Act, 2013 ("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, and
total comprehensive income (comprising of profit and other
comprehensive income), changes in equity and its cash flows
for the year then ended.
Basis for Opinion
We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those Standards are further
described in the "Auditor's Responsibilities for the Audit
of the Standalone 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 Act 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
on the standalone financial statements.
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 matter described
below to be the key audit matters to be communicated in
our report.
I) A. Key audit matter: (Capital work-in-progress):
As at March 31, 2025, the Company has reported
capital work-in-progress amounting to H35.77 crore
and temporarily suspended projects amounting
to H32.66 crore, as disclosed in Note 3.1(a) of the
financial statements. The temporarily suspended
project was commenced during the financial year
2018-19 and remains incomplete and suspended
as on the reporting date.
The evaluation of these balances involves significant
management judgment, particularly in relation
to the recoverability of costs associated with the
suspended project and the timing or likelihood of
its resumption.
I) B. How our audit addressed the Key Audit
Matter:
Our audit procedures included the following:
Ý We obtained an understanding of the Company's
process for monitoring capital work-in-progress
and suspended projects.
Ý We reviewed management's assessment
regarding the current status of the projects and
the reasons for suspension.
Ý We assessed the appropriateness of
capitalization of costs in accordance with the
applicable accounting standards.
Ý We tested a sample of capitalized expenditures
to verify accuracy and traced them to
supporting documentation.
Based on the procedures performed, we
found management's assessment and related
disclosures to be reasonable in the context of the
financial statements.
II) A. Key audit matter: (Issue of Share Warrants on
preferential allotment Basis):
Refer Note No. 15 (f) (2) for Equity Share Capital
.During the year ended March 31, 2025, the Company
issued a total of 2,07,00,000 share warrants on
preferential allotment basis at a face value of H1 per
share and a premium of H64 per share, aggregating
to H134.55 crore. As per the terms of issuance, 25%
of the issue price, i.e., H16.25 per share, amounting
to H33.64 crore, was received as application money
in January 2025.
Subsequently, on March 27, 2025, the Company
made the first allotment of 52,00,000 shares upon
receipt of the balance H48.75 per share, totaling
H25.35 crore. The remaining 1,55,00,000 warrants
are yet to be allotted, and no further money has
been received against them beyond the initial 25%
application amount.
The accounting for the issuance of share warrants
involves significant management judgment,
particularly with respect to classification as equity,
timing of recognition, measurement, and compliance
with regulatory and accounting requirements. Given
the materiality of the transaction and complexity
involved, this was considered to be a key area of
focus in our audit.
II) B. How our audit addressed the Key Audit
Matter:
Our audit procedures included the following:
Ý We obtained an understanding of the terms
and conditions relating to the issuance of
share warrants as per Chapter V of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations 2015 including those specified in
board and shareholder resolutions.
Ý We verified the receipt of application money
and allotment proceeds by tracing the
amounts from the bank statements and related
supporting documents.
Ý We reviewed the accounting treatment of share
warrant transactions to assess compliance with
the applicable accounting standards, including
classification of equity instruments and
recognition of premium amounts.
Ý We assessed the adequacy and appropriateness
of disclosures in the financial statements
relating to the share warrant issuance and
pending allotments.
Based on the procedures performed, we
found management's assessment and related
disclosures to be reasonable in the context of the
financial statements.
Information Other than the Financial Statements
and Auditor's Report thereon:
The Company's Board of Directors is responsible for the other
information. The other information comprises Management
Discussion and Analysis and Board's Report (but does not
include the standalone financial statements and our auditor's
report thereon). The Company's annual report is expected to
be made available to us after the date of this auditor's report.
Our opinion on the standalone 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 standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.
When we read the company's annual report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged with
governance and take necessary actions, as applicable under
relevant laws and regulations.
Management's and Board of Directors'
Responsibilities for the Standalone
Financial Statements
The accompanying standalone financial statements have
been approved by the company's Board of Directors. The
Company's Board of Directors are responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these Standalone
financial statements that give a true and fair view of the
financial position, financial performance including Other
Comprehensive Income, Changes in Equity and Cash Flows
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind 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 standalone financial statements that gives a
true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the standalone financial statements, Board of
Directors 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 either intends to liquidate 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.
Auditor's Responsibilities for the Audit of
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the Standalone 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 Standards on Auditing 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 standalone financial statements.
As part of an audit in accordance with Standards on Auditing
specified under section 143(10) of the Act, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
Ý 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 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.
Ý Obtain an understanding of internal controls relevant to
the audit in order to design audit 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 adequate internal
Ý financial controls with reference to standalone financial
statements in place and the operating effectiveness of
such controls.
Ý Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management and
Board of Directors.
Ý Conclude on the appropriateness of Board of Directors'
use of the going concern basis of accounting in
preparation of standalone financial statements and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
ability of the Company 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 standalone 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.
Ý Evaluate the overall presentation, structure and content
of the Standalone financial statements, including the
disclosures, and whether the Standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
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.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of financial statements of
the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless
law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.
Emphasis of Matters
We draw attention to Note Nos. 8, 11, 17 and 23 to the
financial statements in relation to outstanding balances of
trade receivables, Loans & Advances given, Loans & Advances
taken, Trade Payable, which are subject to confirmation.
Report on Other Legal and Regulatory Requirements
I. 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.
II. 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 Standalone Balance Sheet, the standalone
Statement of Profit and Loss (including Other
Comprehensive Income), the standalone Statement
of Changes in Equity and the standalone Statements
of Cash Flows 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 Indian Accounting
Standards specified under section 133 of the Act.
e. On the basis of the written representations received
from the directors as on March 31, 2025 and taken
on the record by the Board of Directors, none of the
directors is disqualified as on March 31, 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 with reference to standalone financial
statements of the company over financial reporting
of the Company and the operating effectiveness
of such controls, refer to our separate Report in
"Annexure B".
g. 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 has disclosed the impact of
pending litigations as at 31st March 2025, on
its financial position in its financial statements
(Refer Note 36 of the standalone financial
statements).
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 its 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 persons or entities, including
foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall:
• Directly or indirectly lend or invest in
other persons or entities identified in
any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of
Company or
• Provide any guarantee, security
or the like to or 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 persons or entities including
foreign entities ("Funding Parties"), with the
understanding, whether recorded 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 party or
• Provide any guarantee, security or the
like form or on behalf of the Ultimate
Beneficiaries; and
(c) Based on such audit procedures as
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that
the software. Further, during the course of our
audit we did not come across any instance of
the audit trail feature being tampered with.
representations under sub clause (a) and
(b) contain any material mis-statement.
v. The dividend declared and paid during the year
by the company are in compliance with section
123 of the Act.
vi. Based on our examination, which included
test checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended March 31, 2025 which
has a feature of recording audit trail (edit log)
facility and the same has operated throughout
the year for all relevant transactions recorded in
III. With respect to the matter to be included in the Auditor's
report under section 197(16) of the Act:
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 provision 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.
For S. Bhalotia & Associates
Chartered Accountants
Firm Registration No.-325040E
CA. Biplab Das
Place: Kolkata (Partner)
Date: 14th Day of May, 2025 Membership No. 074138
UDIN: 25074138BMUJVT2945
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