We have audited the accompanying financial statements of RAAMA PAPER MILLS LIMITED (FORMERLY RAMA PAPER MILLS 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 Cash Flows, the Statement of Changes in Equity for the year then ended, notes to the financial statements including a summary of material 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, except for possible effects of the matters described in the 'Basis for Qualified Opinion' section of our report, the aforesaid 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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025, and its loss, total comprehensive income, its cash flows and changes in equity for the year ended on that date.
1. Basis for Qualified Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Results" 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 obtained by us is sufficient and appropriate to provide a basis for our opinion.
Basis for Qualified Opinion
(i) The company has not provided interest of Rs. 444.81 Lakhs from 08/06/2024 to 31/03/2025 payable on 2 secured Inter Corporate Deposit. Company has provided interest on these deposits till date of appointment of IRP i.e. 7th, June, 2024. Had the company provided this interest the Loss for the Year would have increased by Rs.444.81 Lakhs and accumulated losses would have increased by Rs. 444.81 Lakhs (Refer Note 46).
(ii) No Physical Verification of Property, Plant & Equipment has been carried out during the year effect of this non-physical verification is unascertainable (Refer Note 47).
(iii) The company has not bifurcated its trade payables into categories such as those due to Micro, Small and Medium Enterprises (MSMEs) and others. This is a non-compliance with the disclosure requirements mandated under Section 22 of the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 read with Schedule III of the Companies Act, 2013. The company is required to identify and disclose separately the amounts payable to MSMEs to ensure transparency and statutory compliance.
(iv) Due to this non bifurcation we are unable to comment whether any interest was to be provided on overdue as per the MSME Act Amount unascertainable (Ref Note No 48.1).
(v) The company has not complied with the requirement to file MSME-1, the half-yearly return mandated under Section 405 of the Companies Act, 2013, as per the Ministry's Order dated 22 January 2019. This form, now furtherclarified and expanded under the MCA's updated portal (V3), must be filed by companies that engage suppliers registered as Micro or Small Enterprises and delay payments beyond 45 days. The failure to submit MSME-1 for the financial year 2024-25 constitutes a non-compliance under the Companies Act and associated notifications (Ref Note No 48.2).
Material Uncertainty Related To Going Concern
As on 31st March, 2025, the company has accumulated losses of Rs. 6,634.76 lakhs and incurred Net Loss 1644.36 lakhs during the year ended 31st March,2025 respectively, and as of that date the company's current liabilities exceeded its Total assets by RS. 2905.64 lakhs. The company has negative net worth of Rs. 4500.98 lakhs as on 31st March,2025. This indicates that a material uncertainly exists that may cast significant doubt on the company's ability to continue as a Going Concern. NCLT vide order dated 07th June, 2024 has appointed the Insolvency Resolution Professional (IRP). IRP has invited Expression of Interest for resolution plan for the company & company's ability to operate as Going Concern depends upon the resolution plans which have been invited. Accordingly, the Financial Results has been prepared on Going Concern Basis.
Our opinion is not modified in respect of this matter.
Please Refer Note No.43.
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. We have determined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditor’s Report thereon
The Board of Directors are suspended as per provisions of the IBC code 2016, who were responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexure to Board's Report, but does not include the financial statements and our auditor's report thereon. The other information is expected to be made available to us after the date of this auditor's report. Resolution Professional has been appointed by the Adjudicating Authority after petition of Financial Creditors being admitted on 07th June 2022.
Our opinion on the financial statements does not cover the other information and we will 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 identified above, when it becomes available, 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.
When we read the other information, if we conclude, that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ‘The Auditor's responsibilities Relating to Other Information'.
Management’s Responsibility for the Financial Statements
The Company's Management and Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in
accordance with the Ind AS and other accounting principles generally accepted in India. 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 true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management and Board of Directors are 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 Board of Directors 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. In the present scenario the Resolution Professional (RP) has been assigned the powers of Board of Directors and is taking care of the financials and management of the company under guidance of COC as formed by Honarable NCLT, Prayagraj, Uttar Pradesh.
Auditor’s Responsibility 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 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 control 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 the Management and Board of Directors.
• Conclude on the appropriateness of Management and Board of Directors 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 financial statements, including the disclosures, and whether the 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 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 in terms of sub-section (11) of Section 143 of the Act, we give in Annexure Aa 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 except for the matters described in the Basis for Qualified Opinion paragraph, 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 matters described in the Basis for Qualified 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. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income) the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d. Except for the matters described in the Basis for Qualified Opinion paragraph,In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
e. The matter described under the Basis of Qualified Opinion section above, may, in our opinion have an adverse effect on the functioning of the Company.
f. On the basis of the written representations received from the directors as on 31stMarch, 2025, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164(2) of the Act.
g. 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. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls with reference to financial statements.
h. 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 explanation given to us,the remuneration paid/provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197 (16) of the Act, which are required to be commented upon by us.
i. 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:
• The Company has disclosed the impact of pending litigations as at 31st March, 2025 on its financial position in its financial statements -Refer Note No- 29 of financial statements.
• The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses during the year ended 31st March 2025.
• There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2025.
•
i. The Management / RP 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 onbehalf of the Ultimate Beneficiaries;
ii. The Management / RP has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been receivedby the Company from any person or entity, including foreign entity (“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;
iii. Based on the 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 misstatement.
• 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 31st March, 2025 which did not have audit trail feature from 01st April'2024 to 31st January 2025. With effect from 01thFeburary '2025 accounting software has a feature of recording audit trail (edit log) facility and the same has operated throughout the period from 01-02-2025 to 31-03-2025 for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with w.e.f. 01-02-2025 & Audit Trail has been preserved for the period 01-02-2025 to 31-03-2025.
[Also Refer Note 48.3]
• The Company has not paid or declared dividend during the year and until the date of this report.
Place: New Delhi For Jagdish Chand & Co.
Date: 06.09.2025 Chartered Accountants
ICAI Firm Regn No. 000129N
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CA Abhinav Anand Partner M No. 529197 UDIN: 25529197BMLDGQ3490
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