1. We have audited the accompanying standalone financial statements of Techindia Nirman
Limited having CIN: L45200MH1980PLC023364 (“the Company”), which comprise the
Standalone Balance Sheet as at 31st March 2025, the Standalone Statement of Profit and Loss
(including other comprehensive income), Standalone Statement of Cash Flows and Standalone
Statement of Changes in Equity for the financial year then ended, and notes to financial
statements, including a summary of material accounting policies and other explanatory
information.
2. In our opinion and to the best of our information and according to the explanations given to us,
except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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
Indian Accounting Standards prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and the other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31st March
2025, its loss (financial performance including other comprehensive income), the changes in
equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
3. We conducted our audit in accordance with 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 (ICAI) together with the ethical requirements
that are relevant to our audit of the standalone financial statements under the provisions of the
Act and the rules there under, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Qualification
4. a. The National Company Law Tribunal (NCLT) judicature at Mumbai vide its order dated 2nd
January 2025 has started proceeding of Corporate Insolvency Resolution Process (CIRP) in
accordance with the petition filed by Agritech India Limited for recovery of their dues. Further,
the NCLT has appointed Interim Resolution Professional (now Resolution Professional)
resultantly, the management of the company is now vested in Resolution Professional. Refer
note no 28 to the financial statements.
b. The company has not provided for accumulated interest liability of Rs. 2,920.39 (comprising
of interest liability of Rs. 810.56 from 1st April 2024 to 02nd January 2025) in respect of loans of
Rs. 6,435.93 granted in earlier years by Agritech India Limited, a group company. Further, the
company has also not provided for interest on certain other unsecured loan for the period 3rd
January 2025 to 31st March 2025. The loss for the current year, reserve & surplus and Current
Financial Liabilities - Borrowings are understated to that extent. Refer note no 14 (a)(i) and
16.1 to the Financial Statement.
c. The standalone financial statements have been prepared on assumption of going concern
adopting the fair value of the assets and liabilities reflected in the books of account despite the
CIRP proceedings initiated by the NCLT for recovery of loans granted by Agritech India
Limited.
d. The penalty levied by the SEBI in respect of deficiencies in the disclosure requirement is
borne by the company for the reasons mentioned in Note No. 32.
e. The accounts, including detailed transactions of Unsecured Loans, Loans and Advances
(including advances to Real Estate Development Contractors), bank balances are subject to
confirmations and reconciliations. The difference as may be noticed on reconciliation will be
accounted for on completion thereof. In the opinion of the management, the ultimate difference
will not be material.
f. The composition of board of directors was not in accordance with the prescribed regulations
issued by the Securities and Exchange Board of India for listed entities during the period from
30th September 2023 till commencement of CIRP proceedings.
g. We are unable to express an opinion about the recoverability of advances Rs. 5,334.62
granted for real estate development. Refer note no 5
h. In view of ongoing CIRP proceeding, we are unable to express our opinion regarding
realization of expenses incurred on project development and stood as inventory in the financial
statements. Refer note no 6.
Key Audit Matters
5. 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 financial year.
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.
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Key Audit Matters
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Audit Procedures
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The Company has undertaken real estate
development projects for which advances have
been granted to contractors. Pending resolution
of legal issues regarding ownership of land,
development activities located at Thane and
Mumbai are yet to commence. Further, the
company had partially borrowed funds from the
bank for granting such advances for which it has
incurred interest during last few years which
was shown as inventory.
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The audit procedures included but
were not limited to:
-Obtaining a detailed understanding
of future business climate and
demand potential.
-Minutes of the Audit Committee/
Board and discussions with the
appropriate Management
personnel.
-Evaluating appropriateness of
adequate disclosures in accordance
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with the applicable accounting
standards.
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The company has granted advances aggregating
to Rs. 11,74,61,874 to Nath Biotechnologies
Limited, a related party for setting up Laboratory
and Research & Development Station pursuant
to a Memorandum of Understanding entered in
to on 05th July 2024. The total capital outlay for
said project is Rs. 27,50,00,000 which is under
implementation.
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The audit procedures included but
were not limited to:
-Obtaining Memorandum of
Understanding entered into, which
details out the terms and conditions
of setting up the project.
-Minutes of the Audit Committee/
Board and discussions with the
appropriate Management
personnel.
-Evaluating appropriateness of
adequate disclosures in accordance
with the applicable accounting
standards.
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Information other than the Standalone Financial Statements and Auditor’s Report thereon
6. The Company’s Board of Directors (presently Resolution Professional) is responsible for the
other information. The other information comprises the information included in the annual
report but does not include the standalone financial statements and our auditor’s report
thereon.
7. Our opinion on the standalone financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
8. 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 in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is material misstatement of this other information; we are required to
report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
9. The Company’s Board of Directors (presently Resolution Professional) is responsible for the
matters stated in section 134(5) of the Act with respect to the preparation 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 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 the financial statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
10. 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.
11. The Board of Directors (presently Resolution Professional) is also responsible for overseeing
the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone financial statements
12. 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
aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
13. As part of an audit in accordance with Standard on Auditing, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
a. 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.
b. Obtain an understanding of internal financial 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 and its subsidiary companies which are companies incorporated in India, has
adequate internal financial controls system in place and the operating effectiveness of
such controls.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
d. 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 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.
e. 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.
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.
14. 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.
15. 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.
16. From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current financial year 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
Report on Other Legal and Regulatory Requirements
17. 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. 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, and the
Standalone Statement of Cash Flow 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 Ind AS
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
(e) In view of the CIRP proceedings, the management of the company is vested with
Resolution Professional as such we are not commenting on eligibility as on 31st March
2025 of erstwhile directors to continue as directors on the board under section 164(2) of
the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
Report in “Annexure B”.
(g) In our opinion and to the best of our information and according to the explanations given to
us, no remuneration has been paid by the Company to its directors during the year.
(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 has disclosed the impact of pending litigations on its financial
position in its standalone financial statements - Refer Note 26 to the 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 (which are material either individually or in the aggregate) 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 or
entity, including foreign entity (“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 (which are material either individually or in the aggregate) have been
received by the company from any person or entity, 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 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 interim and final dividend is declared and paid by the Company during the
financial year.
vi. Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of accounts for the year ended 31st
March 2025 which has a feature of recording audit trail (edit log) facility and the
same has been made operational throughout the year for all relevant transactions
recorded in the software. Further, during our audit we did not come across any
instance of the audit trail feature being tampered with.
For Gautam N Associates
Chartered Accountants
FRN 103117W
Gautam Nandawat
Partner
Membership No 032742
UDIN: 25032742BMJJLD3139
Place: Chhatrapati Sambhajinagar
Dated: 29-05-2025
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