We have audited the accompanying standalone financial statements of Nuvoco Vistas Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss, including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including 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 Indian Accounting Standards prescribed under section 133 of the Act read with 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 March 31,2025, and profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
BASIS FOR OPINION
We conducted our audit of the standalone financial statements 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 ("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 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.
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 for the year ended March 31, 2025. 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.
Sr.
No
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Key Audit Matters
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How the Key Audit Matters was addressed in our audit
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1
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Recognition, Measurement and Presentation of Litigations,
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Our audit procedures in respect of this area included but not limited
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Claims receivable and Contingent Liabilities:
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to the following:
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(a) Claim receivable under the Industrial Promotional
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1. Understood the process, evaluated the design and
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Assistance scheme related to Mejia Cement Plant:
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implementation of controls and tested the operating
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The Company has an outstanding litigation with
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effectiveness of the Company's controls over the approval,
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respect to Claims receivable from Government
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recording and re-assessment of uncertain legal positions,
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of West Bengal under the West Bengal Incentive
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litigations, claims and contingent liabilities.
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Scheme 2004. Outstanding claim receivable as at
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2. Obtained an understanding of the nature of litigations pending
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March 31,2025 amounts to ' 427.14 Crores (Gross)
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against the Company by reading the minutes of the meetings
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In FY 2022-23, considering the lapse of time and
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of Board of Directors and discussing the developments during
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uncertainty about the timing of the recovery of
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the year for key litigations with Head of Legal and Compliance
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incentive amount, the Company has recorded a
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and with other Senior Management personnel.
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provision for time value of money amounting to
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3. Verified the completeness of the litigations and claims
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' 238.22 crores determined on the basis of Expected
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by examining, on a test check basis, the Company's legal
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Credit Loss methodology as per Ind AS 109 'Financial
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expenses.
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Instruments'.
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4. Evaluated management's assessment of determination
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[Refer Note 55 to the standalone financial
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of provision for time value of money determined on the
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statements].
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basis of expected credit loss methodology, evaluated the
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(b) Contingent liabilities and other litigations:
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reasonableness of expected credit loss amount and assessed
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The Company operates in multiple jurisdictions,
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whether the requirements of applicable accounting principles
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exposing it to a variety of different laws, regulations,
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have been complied.
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and interpretations thereof. In such an environment,
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5. Involved our internal tax experts to challenge the Management
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there is an inherent risk of litigation.
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judgement and rationale with respect to tax provisions not
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Further, the Company has disclosed significant
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made in the books of account or disclosed as contingent
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open legal cases with respect to Competition
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liability or cases where outflow of resources is remote and do
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Appellate Tribunal (COMPAT) [Refer Note 48(c) to
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not warrant any disclosure.
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the standalone financial statements], and other
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6. Read the correspondence from Court authorities and
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material contingent liabilities [Refer Note 48 to the
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considered legal opinion obtained by the Management from
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standalone financial statements].
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external law firms to evaluate the basis for recognition of fiscal
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Sr.
No
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Key Audit Matters
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How the Key Audit Matters was addressed in our audit
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Given the complexity and magnitude of potential exposures to the Company, the assessment of the existence of legal or constructive obligation and analysis of the probability of the related outflow of resources involves significant judgement by the management.
Due to the level of judgement and uncertainty involved in assessing and estimating the amounts of fiscal incentive receivable, the amount of provisions to be recognised towards contingent claims and the related disclosure of contingent liabilities required as per relevant standards, this is considered to be a key audit matter.
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incentives receivable and the basis for recognising expected credit loss towards the contingent claims in the standalone financial statements. We also tested the independence, objectivity and competence of such management experts involved.
7. Obtained direct legal confirmations for significant matters from the law firms handling such matters to corroborate management's conclusions.
8. We also considered the adequacy and completeness of the Company's disclosures made in relation to litigations, claims receivable and contingent liabilities as per applicable accounting standards.
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2
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Revenue Recognition: Discounts and Rebates:
Refer to the disclosures related to Revenue recognition in Note 39 to the standalone financial statements.
The Company records revenue net of such discounts and rebates as required under Ind AS 115- Revenue from contracts with customers. The Company sells cement in various states through its dealers. The Company gives various types of discounts and rebates to these dealers through various scheme based on the market conditions and competition.
Due to the Company's presence across different marketing regions within the country and the competitive business environment, the estimation of the various types of discounts and rebates to be recognized based on sales made during the year is material and considered to be judgmental and involve significant estimation by the management, therefore this is considered to be a key audit matter.
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Our audit procedures, in respect of this matter included but not
limited to the following:
1. Verified whether accounting policy adopted by the Company is in accordance with Ind AS 115 - Revenue from contracts with customers.
2. Performed procedures to understand the process and assess the design and implementation of and tested the operating effectiveness of the controls on test check basis related to the calculation, approval, recording and payments of rebates and discounts and the estimates for the year end provisions in accordance with the discount schemes approved by the Head of Department.
3. Re-calculated the discounts and rebates for certain schemes on test check basis to verify the estimated amount computed by the management.
4. Verified on test check basis, the subsequent payments made against the year-end provision and also verified the actual payments made against the previous year provision to test the reasonableness of the management estimation process.
5. Verified any reversal / utilisation of discounts and rebates during the year and analysed the rationale for the same to check the appropriateness of provisions.
6. Verified on a test check basis, manual journal entries posted to revenue to identify unusual items and examining the underlying documentation.
7. Verified the ageing for the discount payables under the schemes outstanding at the year end.
8. Evaluated the appropriateness of the disclosures made in the financial statement in relation to rebates and discounts as required by applicable accounting standards.
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3
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Ready Mix Concrete Cash Generating Unit (RMX 'CGU') Goodwill annual impairment assessment:
The Company carries goodwill related to Ready Mix Concrete Cash Generating Unit ('RMX' CGU) in its standalone balance sheet as at March 31, 2025. (Refer Note 5 of the standalone financial statements).
In terms of Ind AS 36 'Impairment of Assets', the carrying amount of the RMX CGU (including goodwill) is compared with the recoverable amount of the RMX CGU. In determining the fair value / value in use of RMX CGU
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Our key audit procedures, in respect of this matter included but not limited to the following:
1. Obtained an understanding from the Management with respect to processes and design and implementation of and tested the operating effectiveness of the controls exercised by the Company to perform annual impairment test related to Goodwill.
2. Obtained the impairment analysis model from the Management and reviewed their calculations and the basis of their conclusions.
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Sr.
No
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Key Audit Matters
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How the Key Audit Matters was addressed in our audit
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units, the Company has applied significant judgment in estimating future revenues, operating profit margins, long-term growth rate and discount rates. The carrying value of goodwill is tested annually for impairment. The Company performed its annual impairment test of goodwill and determined that there was no impairment. Key assumptions concerning the impairment test are disclosed in Note 5 to the standalone Ind AS financial statements.
Due to the magnitude of the carrying value of goodwill and significant judgments involved in performing impairment test, this matter has been identified as Key Audit Matter.
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3. Verified the inputs used in the Model by examining the underlying data and validating the future projections by comparing past projections with actual results, including discussions with management.
4. Assessed the reasonableness of the assumptions used and appropriateness of the valuation methodology applied. Tested the discount rate and long-term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate.
5. Performed sensitivity analysis on the key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by the Management.
6. Compared the recoverable amount as determined by the Management with the carrying amount of the RMX CGU (including goodwill) to evaluate impairment, if any.
7. Assessed and validated the adequacy and appropriateness of the disclosures made by the management is in accordance with Ind AS 36 'Impairment of Assets'.
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INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON
The Company's Board of Directors is responsible for the other information. The other information comprises the Director's report and Management discussion and Analysis etc but does not include the standalone financial statements and our auditor's report thereon.
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 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. 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.
RESPONSIBILITIES OF MANAGEMENT AND BOARD OF DIRECTORS FOR THE STANDALONE FINANCIAL STATEMENTS
The Company's Board of Directors 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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards 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 standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the 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 the 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.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE 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 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 standalone financial statements.
We give in "Annexure A" a detailed description of Auditor's responsibilities for Audit of the Standalone Financial Statements.
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, we give in "Annexure B" 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, 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 except for the matters stated in the paragraph (h)(vi) below on reporting under Rule 11(g).
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the 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 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 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (b) above on reporting under Section 143(3)(b) and paragraph h(vi) below on reporting under Rule 11(g).
(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C"
(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 48 & 55 to 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. 1) 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 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.
2) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, 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.
3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard 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 (1) and (2) above, contain any material mis-statement.
v. The Company has neither declared nor paid any dividend during the year.
vi. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except that audit trail feature was enabled at the database level from July 3, 2024 in respect of an accounting software to log any direct data changes as explained in Note 59 to the financial statements.
Further, where enabled, audit trail feature has operated for all relevant transactions recorded in the accounting software. Also, during the course of our audit, we did not come across of any instance of audit trail feature being tampered with in respect of such accounting software. Additionally, the audit trail of prior
year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in previous year.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.
For M S K A & Associates Chartered Accountants
ICAI Firm Registration No. 105047W
Siddharth Iyer
Partner
Place: Chittorgarh Membership No. 116084
Date: May 1,2025 UDIN: 25116084BMNYBD1041
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