Miven Machine Tools' audit record has deteriorated sharply: qualified opinions for three straight years, a going-concern warning that has now run for seven consecutive years, and net liabilities that have deepened to ₹5.96 crore. Profits in recent years have been manufactured through related-party loan waivers and write-backs, while the statutory auditor resigned mid-term in 2024 and was replaced by a firm that has since issued consecutive qualified opinions.
Key findings
- Audit opinions turned qualified and the going-concern warning has run seven years
Critical- V. Rao & Gopi issued qualified opinions on the FY2025-26 and FY2024-25 standalone financial statements because no provision was made for interest payable on inter-company loans of INR 11.24 Lakhs and INR 11.26 Lakhs respectively, overstating total comprehensive income and other equity and understating current liabilities by those amounts. Rao Associates issued a qualified opinion on FY2023-24 on three bases: unprovided inter-company loan interest of INR 5.63 Lakhs, non-compliance with TDS provisions exposing the company to unquantified penalty, and write-back of INR 50.16 Lakhs of MSMED Act interest the auditor said was compulsorily payable. Material uncertainty related to going concern was reported every year from FY2019-20 through FY2025-26, with liabilities exceeding total assets by INR 9.25 crore as at 31 March 2020 and INR 5.96 crore as at 31 March 2026. - Related-party loans were written off, converting losses into profit
Major- The company wrote off loans taken from related parties during FY2022-23 and FY2023-24 after obtaining consent from the concerned parties. Waivers aggregating INR 6.71 crore were obtained for loans and interest due to Mr. Vikram R Sirur, Mrs Alka Sirur, N A Sirur (Hubli) Pvt Ltd and Ruris Tecnal Extraction Systems Pvt Ltd during the year ended 31 March 2023, disclosed under "Exceptional Items". FY2022-23 net profit after tax of ₹7.41 crore was driven by this exceptional income, against a loss of ₹1.49 crore in the prior year. Interest was not provided on inter-corporate borrowing from Miven Mayfran Conveyors Pvt Ltd of INR 11.24 lakh for FY2025-26, as management is in discussion with the lender for waiver of loan and accumulated interest. - Statutory auditor resigned mid-term on the day it signed the FY2023-24 statements
Major- Rao Associates was reappointed as statutory auditors at the 37th AGM held September 20, 2022, for 5 consecutive years to the conclusion of the 42nd AGM. The firm expressed inability to continue and resigned w.e.f. 29 May 2024, before completing that term. The FY2023-24 standalone financial statements were signed by Rao Associates on May 29, 2024, the same date as the resignation. The Board recommended appointment of V. Rao & Gopi for 5 consecutive years from 1 April 2024 to 31 March 2029. - A multi-year record of SEBI and BSE compliance failures
Major- SEBI imposed a penalty of ₹10,00,000 on the company on June 25, 2018 for non-compliance with the Minimum Public Shareholding requirement; the penalty was remitted on July 4, 2018. BSE imposed a fine of ₹96,760 on May 22, 2023 for non-appointment of a Compliance Officer, later waived on June 8, 2023. Promoter compliance with SEBI (SAST) Regulation 31(4) was delayed for four consecutive years, with FY2019-20 disclosures due 15 April 2020 complied only on 19 September 2023. The FY2025-26 Secretarial Auditor reported two fresh non-compliances: a one-day delay in Board Meeting intimation to BSE and non-submission of an Impact Statement to the auditor's qualification under Regulation 33. - Revenue has collapsed while receivables sit on the books for over a year
Major- Revenue fell from ₹2.49 crore in FY22 to ₹1.02 crore in FY23, ₹1.44 crore in FY24, ₹0.00 crore in FY25, and ₹0.17 crore in FY26. Receivable days stood at 402 in the latest period and 469 in FY26, against 17.40 in FY24. Trade receivables ageing as at 31 March 2025 shows ₹4.78 lakh outstanding in the 1-2 years bucket and ₹2.05 lakh in the 2-3 years bucket, aged from under 6 months to 1-2 years over the prior year. The company tested for impairment loss allowance at 31 March 2021 and held a "firm opinion amounts stated as receivable will be fully realised and no allowance called for". - Borrowings of ₹3.71 crore sit against total assets of ₹0.35 crore
Major- The company reported total borrowings of ₹3.71 crore in the latest fiscal year, all classified as long-term, against cash of ₹0.01 crore and total assets of ₹0.35 crore. The debt-to-equity ratio stood at -0.61, reflecting negative net worth from accumulated losses. The company described itself as "heavily debt ridden" and incurring losses year after year in its FY2023-24 Management Discussion & Analysis. It stated in FY2021-22 that it may have temporary difficulty servicing inter-corporate deposits taken from sister concerns or directors, with possible delay in interest payments. - Profits were manufactured through superannuation trust closure and waivers, while warranty costs are deferred
Major- The company accounts warranty claims in the year of claim or settlement rather than on an accrual basis, stating the non-provision "is not expected to have a material effect" in FY2020-21, FY2021-22, FY2023-24, FY2024-25 and FY2025-26. In FY2022-23, the company closed its Superannuation Fund Trust with LIC of India, received INR 99.86 lakhs, recognised INR 90.91 lakhs as exceptional income because former employees were untraceable, and simultaneously recognised INR 8.95 crore as a liability for superannuation dues to Director Mr. Vikram R Sirur. In FY2025-26, the company disclosed gratuity assumptions of 0.00% discount rate and 0% salary increase, noting it had no employees and therefore no gratuity liability arose. - Control shifted from the Sirur family to new acquirers in February 2024
Minor- N.A. Sirur (Hubli) Pvt Ltd sold 11,26,050 equity shares (37.49%) via off-market purchase on 23 Jan 2024, and Sahil Arora and K. Sundeep Reddy each acquired 11,26,300 shares (37.50%) through off-market purchases in January 2024. BSE approved the application dated 1 Mar 2024 for reclassification of promoter shareholders on 17 Jun 2025, with pre- and post-reclassification promoter holding remaining 22,52,600 shares (75.00%). Mr. Vikram R Sirur resigned as Managing Director on 14 Feb 2024. The acquirers stated no plans to continue the target company's existing business line and may change the business to Information Technology and Software development after open offer completion.
What to watch
- FY2026-27 audit opinion. Whether the inter-company loan interest qualification recurs for a fourth consecutive year and whether going-concern material uncertainty persists, to be issued by V. Rao & Gopi.
- Inter-corporate loan waiver. Outcome of management's discussions with Miven Mayfran Conveyors Pvt Ltd regarding waiver of the borrowing and accumulated interest, as disclosed in the FY2025-26 Annual Report.
- SDD audit status. BSE response to the Company's request for an SDD audit to change status from "SDD Non-Compliant" to "SDD compliant", pending as of the FY2024-25 Annual Report.
- Superannuation liability. Whether the INR 8.95 crore liability to Mr. Vikram R Sirur recognised in FY2022-23 is paid or written back in the FY2026-27 annual report.
Bottom line: This is a record of sustained deterioration, seven years of going-concern warnings, three consecutive qualified opinions, and a business whose revenue has collapsed to near-zero while liabilities sit at ₹3.71 crore against assets of ₹0.35 crore. The profits that did appear were built on related-party waivers and write-backs, not operations. The question now is whether the new acquirers' stated plan to shift the business to IT and software development changes the trajectory, and whether the audit qualification recurs for a fourth year.