We have audited the accompanying Standalone Financial Statements of JBF Industries Limited ("the Company”), which comprise the balance sheet as at 31st March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of material accounting policies and other explanatory information.
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 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 March 31,2024, and its profit including other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
(i) As mentioned in Note 24.1 to the Standalone Financial Statements, provision of interest @ NIL% p.a. on its borrowings aggregating to X 2,473.79 Crores for the year ended from1st April 2023 to 31st March 2024 as against the documented rate, resulting into lower provision of finance cost for theyear ended 31stMarch, 2024 by X 343.90 Crores, which is not in compliance with Ind AS -23 "Borrowings Costs" read with Ind AS-109 on “FinancialInstruments".
Aggregate amount of Interest not provided for as at 31stMarch, 2024 is X 1164.81 crores. Had the interest been provided at the documented rate, finance cost, net loss after tax for the year, total comprehensive income and EPS for the year ended 31st March, 2024 would have been X 343.99 Crores, X (354.54) Crores, X (354.54) Crores, ? (43.30)as against the reported figure of ?
0.09 Crores, X (10.64), ? (10.64) Crores andX (1.30) in the above Statements. Further current financial liabilities-others and other equity as at 31st March, 2024 would have been X 1,622.81 crores and X (4,094.17) crore respectively as against reported figure of ? 458 crores and X (2929.36) crores respectively in the above results.
(ii) As mentioned in Note 27.3 to the Standalone Financial Statements regarding the application filed with the National Company Law Tribunal (NCLT), by one of the operational creditors ofJBF RAK LLC (JBF RAK), situated at UAE, a subsidiary of the company, against the Company, for supply of raw materials to JBF RAK and claim of X 128.48 Crores (US$ 19,899,091.53) as per notice dated 17th February, 2020. No provision has been considered for the above claim for the reasons stated therein. The matter described in above has uncertainties related to the outcome of the legal proceedings and hence we are unable to quantify the provisions for above claim at this stage, if any, and its consequential impacts on the financial statements of the Company.
We concluded our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described In the Auditor's Responsibility 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 together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Companies Act, 2013 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 we have obtained are sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.
Emphasis of Matter
We draw your attention to:-
(i) Note 27.2 to the Standalone Financial Statements, regarding invocation of corporate guarantee given by the company to the lender of JBF Petrochemicals
Ltd. ("JPL”). The company has denied above invocation and is of the view that above invocation is not tenable for the reasons explained therein and hence no provision against the claims under the invoked corporate guarantee is considered necessary.
(ii) Note 36 to the Standalone Financial Statements that Company's secured assets including the manufacturing plants situated in Sarigam, Athola and Saily are no longer in the possession of the Company. Further, the management is also of the view that the operations of the Company without the manufacturing plants will be severely affected. With effect from 1st December, 2O22 manufacturing operations from all locations have been discontinued. The Company's ability to sustain itself and generate revenues has been critically dented. Further, there is a significant and material impact on the "going concern" status of the Company and its future operations. The company has also transferred MAT credit entitlement of X 64.09 Crores to Statement of Audited Financial Results under the head Tax Expenses "Short/(Excess) Provision of Tax of Earlier Years (Net)” as there is no possibility of earning revenue in future. The Company will find it difficult to meets its financial commitments. Therefore, the company ceases to continue as a going concern.
Further, the Company has received demand notice from Tamilnad Mercantile Bank Ltd, (TMBL) under Section 13(2) of the Securitization and Reconstruction of Financial Ass ets and Enforcement of Security Interest Act, 2OO2 ("Sarfaesi Act") and the Rules framed thereunder for recovery of their dues vide letter dated 23rd November, 2O21 amounting to X 32.94 Crores plus future interest as applicable thereon in terms of loan agreement. TMBL has denied to release the charge on assets of the company. However, the remaining 14 lenders have assigned their debts to Asset Reconstruction Company CFM on dated 13.08.2021 and also transferred all the assets (fixed assets, investment and currents assets) of the company to CFM on dated 11.11.2O21. CFM has taken physical possession of all secured assets of JBF.
CFM has sent intimation for sale of all the secured assets of the company to Madelin Enterprises Private Limited (MEPL) for total consideration of X 881 Crores on dated 11.O5.2O22.
However, TMBL has not agreed to the decision of remaining 14 lenders, therefore, it has in principal charge over the secured assets of the company on pro-rata basis, which have been subsequently transferred to CFM and finally to MEPL.
Thereafter, TMBL approached NCLT Ahmedabad for recovery of their dues from the Company and CFM. The matter is now pending before the NCLT Ahmedabad and it is subjudice.
(iii) Note 41 to the statement, regarding non-preparation of consolidated financial statement due to the reasons mentioned therein. The company has subsidiaries and is required to present consolidated financial results. The Company has not prepared and presented the consolidated financial statements/results required by Companies Act, 2013 and IND AS 110 "Consolidated Financial Statements” and the Listing Regulation. However, as on 31st March 2023, M/s. Madelin Enterprises Pvt. Ltd., has acquired the holding of JBF Industries Ltd. in its Subsidiary Company JBF Global Pte Limited situated at Singapore under the Sarfaesi Act but pending transfer of shares in the name of Madelin Enterprises Pvt. Ltd., the shares are still in the company as on date.
(iv) Note 45 to the standalone financial statements, regarding the vacancy of the post of the Chief Executive Officer and Chief Financial officer since 1st May, 2019 and 1st July 2023 due to the reason as mention therein.
(v) The company has not appointed any Internal Auditor, which is required by section 138 of the Companies Act 2013.
(vi) The company has paid remuneration to Directors amounting to ? 1,70,26,048 as against the maximum limit of X 60 Lacs as laid down under Schedule V of the Companies Act, 2013, which is in excess of limit laid down under section 197 of the Companies Act, 2013.
Our opinion is not modified in respect of these matters.
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 of the current 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 opinionon these matters. In addition to the matter described in the Basis for Qualified Opinion, Material Uncertainty Related to Going Concern & Emphasis of matters section, we havedetermined the matters described below to be key audit matters to be communicated in our report
Key Audit Matters
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How our audit addressed the key audit matter
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(i) Carrying value of trade receivables
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As mentioned in Note 7 to the Standalone Financial Statements, total trade receivables were aggregating to ? 7.91 Crore as on 31st March 2024, out of above ' 2.37 Crore were provided.
The collectability of the Company's trade receivables and the valuation of allowance for impairment of trade receivables requires a significant management judgment. Management considers Specific factors including the age of the balance, location of customers, existence of disputes, recent historical payment patterns and any other available information concerning the credit worthiness of counter parties. Management uses this information to determine whether a provision for impairment is required either for a specific transaction or for a customer's balance overall.
Accordingly, it has been determined as a key audit matter.
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Our audit procedures included the following:
• We selected a sample of the larger trade receivable balances where a provision for impairment of trade receivables was recognized and understood the rationale behind management's judgment.
• Assessing the ageing of trade receivables, the customer's historical payment patterns and whether any post year-end payments had been received up to the date of completing our audit procedures.
• Reviewing the available evidence including correspondences, if any, legal notices related to disputes, where applicable.
• Assessing the Company's provisioning policy and evaluating with reference to applicable accounting standards.
• Considered the completeness and accuracy of the disclosures.
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Other Information
The Company's Board of Directors is responsible for the other information. The other information comprises the management discussion & analysis and director's report included in the annual report 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 identified above 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 communicate the matter to those charged with governance. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance 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 thatgive 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 withthe accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includesmaintenance 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 fraudsand other Irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the standalone financial statements 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, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, mattersrelated 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 realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
The Company was admitted under CIRP vide an order dated 25.01.2024 passed by the National Company of Law Tribunal (NCLT), Ahmedabad Bench and the management of the Company is undertaken by the Resolution Professional and the powers of the Board of Directors stand suspended w.e.f. 25.01.2024.
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 guar¬ antee 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 theseStandalone 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 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.
• 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 with reference to Standalone Financial Statements 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 Board of Directors.
• Conclude on the appropriateness of the 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.
• 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.
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 where applicable, related safeguards.
From the matters communicated with those charged with governance, wedetermine those matters that were of most significance in the audit of the Standalone Financial Statements of the current 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
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 Companies Act, 2013, we give in the "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) Except for the effects of matters described in the Basis for Qualified Opinion paragraph above, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary or the purposes of our audit.
b) Except for the effects of matters described in the Basis for Qualified Opinion paragraph above, 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 change in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) Except for the effects of matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules 2015, as amended.
e) The matters described in paragraph "Basis for Qualified Opinion” and "Emphasis of Matter” have an adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A” to this report.
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 explanations given to us, the remuneration paid or provided by the Company to its directors during the year is not in accordance with the provisions of section 197 of the Act.The Remuneration paid Directors is in excess of limit laid down under section 197 of the Act.
i) With respect to the other matters to be included in the Auditor's Reporting 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 theexplanations given to us:
i. The Company has disclosed the impact of pending litigations as at 31stMarch 2024 on its financial position in its Standalone Financial Statements as referred in Note 27 to the Standalone Financial Statements.
ii. Except for the effects of matters described in the Basis for Qualified Opinion paragraph above, the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The management has represented that
a. to the best of it's knowledge and belief, other than as disclosed in the notes no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind to the accounts, 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, 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. to the best of it's knowledge and belief, other than as disclosed in the notes to the accounts, 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, 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.
c. Based on the audit procedures, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.
v. No dividend has been paid during the year by the company.
vi. Based on our examination which included test checks, either the accounting software used by the company does not have the feature to maintain audit trail or it was not enabled throughout the year.
For S.C. Ajmera & Co.
Chartered Accountants FRN 002908C
(SC Ajmera - Partner)
Place: Udaipur Membership No. 078398
Date: 30.05.2024 UDIN: 24081398BKHQYW7572
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