Independent Auditor's Review Report

Basis for Disclaimer of Conclusion

The auditors, S K Bhavsar & Co., issued a disclaimer of conclusion due to pervasive scope limitations:

  • The Company underwent Corporate Insolvency Resolution Process (CIRP) and subsequent Liquidation proceedings during historical periods
  • Company was acquired as a going concern with control transferred to Successful Bidder on November 7, 2024
  • Current management prepared financial results on "best-effort basis" without access to complete books of accounts, original vouchers, and underlying servers
  • Operational activities were suspended during period under review
  • Unable to conduct physical verification of fixed assets and inventories
  • Unable to ascertain potential impairment under Ind AS 36
  • Unable to verify historical balances of trade receivables, cash and bank balances, loans and advances, trade payables, borrowings, and statutory dues
  • Unable to evaluate financial impact of shifting bases of accounting during CIRP and Liquidation phases
  • Unable to ascertain completeness and accuracy of provisions for taxation (Ind AS 12), employee benefits (Ind AS 19), contingent liabilities, related party transactions, and reconstructed prior-period comparatives

Emphasis of Matter

Auditors draw attention to Note 5 and Note 7.4 regarding Hon'ble NCLT Order dated February 26, 2026:

  • All pre-transfer dues and liabilities have been permanently extinguished
  • Existing equity share capital stands cancelled
  • Company has adopted Fresh Start Accounting effective Transfer Date of November 7, 2024

Financial Results for Quarter Ended June 30, 2020

Income Statement (₹ in lacs):

  • Revenue from Operations: ₹0.00
  • Other Income: ₹0.00
  • Total Income (Net): ₹0.00
  • Total Expenses: ₹843.85
  • Depreciation and Amortization Expenses: ₹843.85
  • All other expense categories: ₹0.00
  • Loss before tax: ₹(843.85)
  • Tax Expenses: ₹0.00
  • Net Loss for the period: ₹(843.85)
  • Total Comprehensive income: ₹(843.85)

Comparative Figures:

  • Preceding quarter (March 31, 2020): Net Loss ₹(546.46)
  • Corresponding quarter previous year (June 30, 2019): Net Loss ₹(1428.00)

Per Share Data:

  • Basic and Diluted Loss per share: ₹(2.72)
  • Face Value per share: ₹10.00

Capital Structure:

  • Paid-up Equity Share Capital: ₹3100.49 lacs
  • Reserve excluding revaluation reserves: ₹0.00 (compared to ₹14825.95 in previous period)

Corporate Background and Historical Context

Corporate Insolvency Resolution Process (CIRP):

  • Initiated on January 11, 2021 pursuant to NCLT Order
  • Application filed by Axis Bank Limited
  • Mr. Saurabh Kumar Tikmani appointed as Resolution Professional
  • Moratorium under Section 14 of IBC imposed
  • No Resolution Plan received by final submission date (November 15, 2021)

Liquidation Proceedings:

  • NCLT Liquidation Order dated April 28, 2022 under Section 33(2) of IBC
  • Mr. Gajesh Labhchand Jain appointed as Liquidator
  • Company was not a going concern during liquidation period
  • Financial statements for FY 2022-23 and FY 2023-24 not published during liquidation

Sale of Company as Going Concern:

  • E-auction conducted on August 16, 2024
  • Sale consideration fully paid on "as is where is" and "no recourse" basis
  • Sale Certificate issued on January 23, 2025 confirming completion of sale as of November 7, 2024
  • Payment to stakeholders under Section 53(1) of IBC completed on November 28, 2024

NCLT Relief Order dated February 26, 2026:

  • Provides legal basis for regularization of past non-compliances
  • Successful Bidder not liable for statutory/regulatory non-compliances occurring prior to Transfer Date
  • Includes waiver of non-compliance penalties/fines levied by BSE and NSE for non-publication of results

Accounting Policies Period-Specific

Pre-CIRP Period (Sep-2019 to Dec-2020): Prepared under Ind AS on going concern basis

CIRP Period (Jan-2021 to Apr-2022): Prepared under supervision of RP, assets at net realisable values

Liquidation Period (May-2022 to Nov-2024): Prepared on liquidation basis under Liquidator supervision

Post-Going-Concern-Sale Period (Dec-2024): Fresh Start Accounting adopted effective November 7, 2024

Going Concern Assessment

Company was not on going concern basis during CIRP and liquidation periods (Jan-2021 to Nov-2024). Going concern assumption appropriate from quarter ended December 31, 2024 onwards.

Limitations and Qualifications

Financial results reconstructed from fragmented data, previous filings, and summary statements provided by Liquidator. Newly reconstituted Board of Directors does not take responsibility for accuracy, completeness, or veracity of underlying financial data for pre-acquisition period.