We have audited the accompanying financial statements of MANRAJ HOUSING FINANCE LIMITED (CIN- L65922MH1990PLC055000). which comprise the Balance Sheet as at 31» March 2025, the Statement of Profit and Loss (including Other Comprehensive Income) and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory Information (hereinafter referred to as the "financial statements”).
In our opinion and to the best of our information and according to the explanations given to us because of the significance of the matters described In the Basis for Adverse Opinion section of our report, the accompanying financial statements do not present fairly the financial position of the Company as at 31 March 2025. and Its financial performance and Its cash flows for the year then ended in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act. 2013 ("the Act")
BASIS FOR ADVERSE OPINION:
We refer to following matters:
a) Advances to Related Parties:
More than 99% of the company's assets are advances, deposits, receivables, etc. to related parties for the purchase of properties and rights. These related parties are currently under Investigation by the Enforcement Directorate (ED) under the Prevention of Money Laundering Act (PMLA), and the related assets have been provisionally attached by the ED. This raises significant concerns about the recoverability and valuation of these advances.
b) Related Party Liabilities:
Approximately 64% of the Company’s liabilities are in the form of unsecured loans from related parties, who has beneficial Interest In the properties for which the aforementioned advances were given. The entanglement of these transactions and the related party's financial interest creates significant uncertainty about the completeness and accuracy of the Company's liabilities
c) Default on Bank Borrowings:
The Company has defaulted on the repayment of a loan from jalgaon Peoples Co-Op. Bank Ltd., with an outstanding balance of Rs. 687.03 Lakhs as of February 2020. Since then, interest on the outstanding balance has not been provided. According to the statement from ASREC (India) Ltd., to whom the bank has assigned this debt, there is uncharged Interest amounting to Rs. 390.34 Lakhs and penal interest of Rs. 52.41 Lakhs for the period from 01/03/2020 to 31/03/2024, totaling Rs. 442.75 Lakhs. Further, uncharged interest for the period 01/04/2024 to 31/03/2025 works out to Rs. 126.73 lakhs. Consequently, the loss for the year is understated by Rs. 126.73 lakhs resulting in reporting of net profit of Rs. 33.64 lakhs instead of (net) loss of Rs. 93.09 lakhs for the year and the liability for the loan payable are understated by Rs. 569.46 Lakhs.
d) Uncertainty on the Company's ability to continue as a going concern :
The Company has not been In operation for more than 3 years. The Company has accumulated losses of Rs. 526.99 Lakhs. The Company's net worth is negative, further non provisioning of interest as above and the Company has defaulted on the repayment of its bank borrowings, indicating severe financial distress and questioning the Company's ability to continue as a going concern.
These Issues are both material and pervasive to the financial statements, affecting the true and fair view of the Company's financial position and results of operations.
We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act. 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibility 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 ("ICAI") 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 hereunder, 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 obtained by us is sufficient and appropriate to provide a basis for our opinion on the 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 financial statements of the current period. These matters were addressed In the context of our audit of the 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 kev audit matters to be communicated in our report.
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Sr.
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Key Audit Matters (KAM)
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How our audit addressed the Key Audit Matter
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Non-moving inventory
The company's unsold shops / flats have very less demand and therefore it is becoming difficult to sell them. At the balance- sheet date, the value of Inventory amounted to 88.71 Lakhs representing 93.90% of the total current assets. Inventories were considered as a Key Audit Mattel' due to the size of the balance and because inventory valuation involves management judgement.
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To address the risk of material error on inventories, our audit procedure Included amongst other: assessing the compliance of company's accounting policy over Inventory with applicable accounting standard, assessing the inventory valuation processes and practices.
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Information Other than the Financial Statements and Auditor's 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 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. Management is responsible for the financial statements.
MANAGEMENT'S RESPONSIBILITY 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 of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 tine 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.
The board of directors are also responsible for overseeing the Company's financial reporting process.
AUDITORS' RESPONSIBILITY FOR 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 scepticism 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 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 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 financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.
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 Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us, 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, based on our audit 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) Except for the possible effects of the matter described in the 'Basis for Adverse Opinion' paragraph, 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) Except for the possible effects of the matter described in the ‘Basis for Adverse Opinion' paragraph, the Balance Sheet, the
Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;
(d) Except for the possible effects of the matter described in the 'Basis for Adverse Opinion' paragraph, in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors of the Company as on 31 March 2024 taken on
record by the Board of Directors, none of the directors Is disqualified as on 31 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's Internal financial controls over financial reporting.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with 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 explanations given to us, during the year no remuneration has been paid by the Company to its directors in contravention of the law.
(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 Ind AS financial statements; Refer Note No 24.10 to the Ind AS financial statements
il. The Company has entered Into a long term contract with a related party and has not entered Into any derivative contract and in respect of the long term contract according to the management there are no material foreseeable losses in the said contract and therefore the question of making any provision for the same does notarise.
iii. There are no amounts required to be transferred to the Investor Education and Protection Fund by the company.
iv. The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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, 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.
v) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to my/our notice that has caused me/us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material mis-statement
vi) The Company has foiled to implement the feature of recording an audit trail in its accounting software, as mandated by Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
vii) The company has not declared or paid any dividend during the year.
For Ratan Chandak & Co LI.P Chartered Accountants
CA Kaushal K Mundada Partner
Membership No.: 122492 FRN: 108696W/W101028 UDIN : 25122492BMI.NU|5086
Place: jalgaon Date: 28'1' May 2025.
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