binny ltd Auditors report

To

The Members of Binny Limited

Report on the Audit of the Standalone Financial Statements Qualified Opinion

We have audited the accompanying Standalone lnd AS Financial Statements of BINNY Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31 March 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended and notes to the Ind AS financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Standalone Financial Statements give the information required by the Companies Act, 2013, as amended("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 1 33 of the Act read with the Companies (Indian Accounting Standards) Rules, 201 5, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date except for the effects of the matters described in the Basis of Qualified Opinion section of our report.

Basis for Qualified Opinion

1. The 62 KLPD Distillery Unit has to be taken over by the Company with effect from 09.10.2021 as an on-going concern basis, in pursuance to the Scheme approved by the Shareholders in their EGM dated 09.10.2021. The Operational results of the Distillery Division for the period from 09.10.2021 to 31.03.2023 was arrived at Rs 603.96 Lakhs. The assets and liabilities of the Distillery Unit was transferred to the Company as on 1 5.02.2023. The profit for the period from 09.10.2021 to 15.02.2023 was provisionally arrived at Rs 765.00 Lakhs and transferred from the Related Party to the Company which is Provisional and the relevant accounting entries are not verified by us. The consequential impact on account of the above is not ascertained.

2. As approved by the Share holders in the EGM dated 09.10.2021, for settlement of the advances recoverable from MBDL, the Company has to acquire / take over certain business and immovable properties of MBDL. The Company has entered into Registered Sale agreements a long with Registered General Power of Attorney with right to sell, receive entire sale consideration and appropriate for its own, with MBDL for transfer of certain assets in pursuance of the Scheme approved by the Shareholders. On enquiry with the management, it was clarified that it is the industry practice of transferring land prevailing in Tamil Nadu and legal opinion has been obtained in this regard, however We are of the opinion that including the said land under inventory is not correct as per Generally Accepted Accounting Principles.

3 The company did not obtain/receive balance confirmation from many vendors/parties including loans and advances other than related parties for the balances as on 31^st March, 2023. We could not obtain external confirmations as required in SA-505 Standards on Auditing and are unable to comment on adjustments or disclosures if any that may arise.

4 Transfer of properties at Ozhalur & Irukkandrampally is yet to be implemented as per the scheme approved by Share holderson09.1 0.2021. The Management clarified that the process of the transfer of the properties is possible only after the transfer of License since the said land is adjacent to the Distillery. Hence the respective sale consideration of Rs. 16200 Lakhs are being shown as "Outstanding" from Mohan Breweries & Distilleries Limited (MBDL) as on 31.03.2023.

5 Rs. 4539.05 lacs is the amount of outstanding in Trade/project advances to various parties for a period exceeding five years for which no provision has been made, since the Management is confident about the recovery. We are unable to comment on the recoverability of these Advances.

6 A difference of Rs. 290.73 Lakhs between Cash balance as per Books Rs.290.77 Lakhs and Physical cash of Rs. 0.04 Lakhs as on 31.03.2023 as reported by the Internal Auditors of the Company was observed. On enquiry, Management expressed that the differential amount was given as advances, but for which details like parties to advances, nature of advances, terms and conditions were not provided . The consequential impact on account of the above is not ascertained.

7 Noncompliance of Ind AS 1 8 with regards to accounting of receipts from sale under the head Revenue received in advance Rs. 2258.65 Lakhs for the Sales booked through sale agreement betweenthe Company and M/s Sanklecha Infra Projects Private Ltd which is not taken as revenue since the title to the property (Land) has not been transferred from the Company. On enquiry, it was noted that though the title to the land is not transferred, Sankhlecha Infra Projects Private Ltd has taken possession of the land and completed the construction activities thereon without payment of the balance amount of Rs 1912.00 Lakhs as per the Sale Agreement between the Company and Sankhlecha Infra Projects Private Ltd. However, the management clarified that the land will be registered on receipt of balance payment.

8 We are unable to obtain sufficient appropriate audit evidence regarding revenue from the Shriram Universal schoolagainst which 40% share has to be received by the Company as part of the JDA with SPR Constructions Private Limited, school being operational whereas no revenue is booked in the financials. The possible effects of the inability to obtain sufficient appropriate audit evidence are deemed to be material but not pervasive.

9 While the Outstanding Borrowings from SPR Management Services Pvt Ltd (JMFL) as on 31.03.2023 is Rs 248.04 Lakhs, as per the balance confirmation received from SPR Constructions Pvt Ltd, the Outstanding amount is Rs 927.80 Lakhs (Rs 903.28 Lakhs towards Principal and Rs 24.52 Lakhs towards Interest). The repayment of principal and interest has been accounted as per loan sanction letters.

In the absence of correct statement of accounts as on 31.03.2023 from SPR Management Services Pvt Ltd, the consequential effect on the Financials of the Company is not ascertained.

Whereas, in case ofSPR Constructions Pvt Ltd(Altico Capital India Ltd/SSG Advisors), the Outstanding Borrowings as on 31.03.2023 is Rs 1666.73 Lakhs which is not confirmed by SPR Constructions Pvt Ltd.The repayment of principal and interest has been accounted as per loan sanction letters.

In the absence of correct statement of accounts and confirmation of outstanding borrowings as on 31.03.2023 from SPR Construction Pvt Ltd, the consequential effect on the Financials of the Company is not ascertained.

10 Vide clause No. 12 ofthe Joint Development Agreement with SPR Construction Pvt Ltd., the minimum sale price is fixed periodically. However, we have observed that in some cases, sale deeds have been registered without adhering to the sale price strategy. Consequential impact on the revenue from operation is not ascertained.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) ofthe Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities 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 together with the ethical requirements that are relevant to our audit of the Financial Statementsunder 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 we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the Ind AS 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. In addition to the matter described inthe Basis for Qualified Opinion section we have determined the matters described belowto be the key audit matters to be communicated in our report.For each matter below, description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter	How our audit addressed the Key Audit Matter
1. Revenue recognition:	Our audit procedures included, among others:
Revenue from real estate projects is recognized upon transfer of control and ownership of such real estate/ property, as per the terms of the contracts entered into with buyers, which generally coincides with the firming of the sales contracts/ agreements/ other legally enforceable documents. Pending recognition of revenue, the advance amounting to Rs 49,1 67.82 Lakhs is kept under Other Non Current Liabilities- Revenue received in advance.	a. Review of Joint Development Agreement between the Company (Owner) and M/s SPR Construction Private Limited (Developer)
We identified this as a key audit matter because though the sale considerations are being received from the customers based on the Payment Schedule annexed to the Construction Agreement entered with the Customers, these amounts will be shown as "Revenue received in advance" until registration of sale deeds. (Refer Note No. 2.5 to the Financial Statements, on Revenue Recognition)	b. Review of Revenue Audit Report in respect of collection of sale proceeds from SPR Construction Private Limited.
	c. Disclosures made in the Notes to accounts.
	d. Management representation on the Accounting Policy on Revenue recognition and the accounting of the project advances received from the Developer.
	Based on the above procedures performed, we concluded that the Companys Policy on Revenue recognition and accounting of Project advances received is adequate and reasonable.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

1. Wealth Tax paid under protest Rs. 4.05 crores is Outstanding under Other Current Assets from 201 5, the details of the respective cases and their current status are not provided.

2. As per the information and explanation provided by company, an amount of Rs. 21 62.59 lacs have been incurred by M/s. SPR Infrastructure Pvt Ltd towards Govt infra & Shelter fund charges, Govt, water and TNEB charges and Documentation charges for the registered units upto 31-3-2023. Out of which 40% of amount i.e. 865.06 lacs has been taken into books of the company as the companys share of common expenses vide JDA clause No. 4.2.

Our opinion is not modified in respect of these matters.

Information Other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance Report and Shareholder Information, but does not include the standalone financial statements and our auditors 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 standalone 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.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 1 34(5) of the Act, with respect to the preparation of these standalone Ind AS 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 Indian Accounting Standards (IndAS) prescribed under section 1 33 of the Act, read with the Companies (Indian Accounting Standards) Rules, 201 5, as amended, 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 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 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, the Board of Directorsis responsible for assessing the Companys 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 isalso responsible for overseeing the Companys financial reporting process.

Auditors 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 auditors 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 Ind AS 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 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 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 auditors 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 (Auditors Report) Order, 2020("the Order") issued by the Central Government in terms of Section 143(1 1) of the Act, 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 explanations given to us, we give in "Annexure 1 " a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 1 43(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) Except for the matter described in the Basis for Qualified Opinion paragraphs 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 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 effects of the matter described in the Basis for Qualified Opinion paragraph above in our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

(e) On the basis of the written representations received from the directors as on 31^st March 2023, taken on record by the Board of Directors, none of the directors is disqualified as on 31^sl March 2023 from being appointed as a director in terms of Section 1 64(2) of the Act.

(f) 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 2".

(g) With respect to the other matters to be included in the Auditors report in accordance with the requirement of section 1 97(1 6) of the Act, as amended:

In our opinion and to the best of our information and according to explanation givento us, remuneration paid or payable by the company to the directors during the year is in accordance with the section 1 97 of the Act.

(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 1 1 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:

a. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements. Refer Note No. 37.1 to the Financial Statements;

b. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

i. 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 persons or entities, including foreign entities ("Intermediates") 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 ("Ultimate Beneficiaries") by or on behalf of the Company or

• Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ii. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• Directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or

• Provide any guarantee, security or the like form or on behalf of the Ultimate Beneficiaries; and

iii. Based on such audit procedures as 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 (d) (i) and (d)(ii) contain any material mis-statement.

(I) No Dividend has been declared or paid during the year by the Company.

ANNEXURE-A TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date to the members of BINNY LIMITED on the Financial Statements for the year ended 31 March 2023

i. (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment.

(B) According to the information and explanations give to us and on the basis of our examination of the records of the Company, the Company has no Intangible assets. Accordingly, clause 3 (i) (a) (B) of the order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular program of physical verification of its Property, Plant and equipment by which all the Property, Plant and equipment are physically verified by the management on a yearly basis. No material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of the immovable properties disclosed in the financial statements are held in the name of the company.

(d) The Company has not revalued its Property, Plant and Equipment during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the company, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) (a) The Company holds inventory of lands as "Stock-in-trade". This inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on such verification except control over inventory (land) as follows:

Agreement of sale entered with Sankhlecha Infra Projects Pvt Ltd (buyer) for sale of 3.336 Acres of Companys land at Perambur for a total consideration of Rs. 41 70.00 Lakhs and for which Advance Rs. 2258.00 Lakhs was received by the Company and kept under "Revenue in received in advance" as on 31.03.2023. But the buyer has completed construction on the land under agreement even though the Sale deed is not registered and balance amount of Rs. 1 912.00 lakhs is not yet received by the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, the Company has not availed any working capital limits. Accordingly, clause 3 (ii) (b) of the order is not applicable.

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured during the year.

(iv) According to the information and explanation given to us and on the basis of our examination of the records the Company has compiled with the provisions of section 1 85 and 1 86 of the Companies Act, 201 3 in relation to loans given and investments made.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Ac- cordingly, clause 3(v) of the order is not applicable.

(vi) According to the information and expiations given to us, maintenance of cost records has not been prescribed by the Central Government under sub section (1) of Section 148 of the Act. Hence, the provision of Clause 3(vi) of the Order is not applicable.

(vii) (a) The Company does not have liability in respect of sales tax. Service tax, Duty of excise and value added tax during the year since effective 1 July 201 7, these statutory dues has been subsumed into GST.

According to the information and explanation given to us and on the basis of our examination of the records the Company, amounts deducted/ accrued in the books of accounts in respect of undisputed statutory dues including Goods and Services Tax (GST), provident fund Employees State Insurance, Income- tax, Duty of customs, Cess and other material statutory dues have been deposited with delays. The statutory dues outstanding as on 31^st March 2023 for a period of more than six months from the date they become payable are noted below:

1) GST payable : Rs.48.58 lakhs

(b) According to the information and explanation given to us, there are no dues of GST, provident fund, employees State Insurance, Income- tax, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been deposited by the Company on accounts of disputes, except for the following:

Name of Statue	Nature of Dues	Period	Forum where Dispute is Pending	Amount (In Rs. Lakhs)
GST	GST on Transfer of Development Rights GST on 40% Gross Revenue	201 7-1 8 to 2021-22	GST Department	12756.09
Electricity Board	Estimated surcharge on belated payment of Electricity Charges on revision of Tariff rates for the period from 01 -12-82 to 31-1 2-87	01-12-82 to 31-12-87	Balance Payable	25
Income Tax	Income Tax demand for Asst. Year 2008-09 (pending before Honble High Court, Chennai)	2008-09	pending before Honble High Court, Chennai	19.21
Wealth Tax	Wealth-tax Demand from Asst. Year 2011-12 to 2014-1 5	2011-12 to 2014-15	pending before AO to give Giving Effect Order to CWT (A) Order	574.73
Wealth Tax	Wealth-tax (Re-assessment) Demand from Asst. Year 1 993-94 to AY 2000-01 and 2005-06 to 2010-11	AY 1993-94 to 2010-11	pending before CWT (A), Chennai	1823.66
Wealth Tax	Wealth-tax Demand from Asst. Year 2001-02 to AY 2004-05	AY 2001-02 to 2004-05	pending before ITAT, Chennai	717.68
Income Tax	Income-tax demand for Asst, year 2010-11	2010-11	pending before ITAT, Chennai	0.59
Income Tax	Income-tax demand for Asst. Year 2014-15	AY 201 4-1 5	pending before CIT(A), Chennai	82.53
Income Tax	Income-tax demand for Asst. Year 2015-16	AY 201 5-1 6	pending before AO to give Giving Effect Order to CIT (A) Order	654.1 3
	Claims against the company not acknowledged as Debts			183.81

(viii) According to the information and explanations give to us and on the basis of our examination of the records of the Company, the Company has not surrendered of disclosed any transactions, Previously unrecorded as income in the books of account, in the Tax assessments under the Income-tax Act, 1 961 as income during the year.

(ix) (a) According to the information and explanations give to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year. Accordingly, clause 3 (ix) (a) of the order is not applicable.

(b) According to the information and explanations give to us and on the basis of our examination of the records of the Company, the Company has not been declared a willful defaulter by any bank of financial institution or government of government authority.

(c) According to the information and explanations give to us by the management, in our opinion, term loans availed by the Company were, applied by the Company for the purposes for which the loans were obtained.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds have been raised on short- term basis by the Company. Accordingly, Clause 3(ix) (d) of the Order is not applicable.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligation of its subsidiary as defined under the Companies Act, 201 3. Accordingly, Clause 3(ix) (e) of the order is not applicable.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiary as defined under the Companies Act, 201 3. Accordingly, Clause 3(ix) (f) of the order is not applicable.

(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, Clause 3(x) (a) of the order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares of fully of partly convertible debentures during the year Accordingly, Clause 3(x) (b) of the order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Company Act, 2013 has been filed by the auditors in Form ADT -4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As per information and explanation received from the company, there are no whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company; Accordingly, Clause 3(xii) of the order is not applicable.

(xiii) In our opinion and According to the information and explanations given to us, the transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the company has an internal audit system. FHowever, it is not commensurate with the size and nature of its business since certain aspects such as payroll, tax payments, applicability of accounting standards, tax positions, tax compliances, Statutory compliance etc., are out of the scope of Internal Audit.

(b) We have considered the internal audit reports of the company issued for the period under audit period.

(xv) In our opinion and according to the information and explanations given us, the Company has not entered in to any non-cash transactions with its directors or persons or persons connected to its directors and hence, provisions of section 1 92 of the Companies Act, 201 3 are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934, Accordingly, Clause 3(xvi) (a) of the order is not applicable.

(b) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934, Accordingly, Clause 3(xvi) (b) of the order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by Reserve Bank of India. Accordingly, Clause 3(xvi) (c) of the order is not applicable.

(d) According to the information and explanations provided to us during the course of audit, the Company is a standalone company and has no other group company.Accordingly, the requirements of Clause 3(xvi) (d) are applicable.

(xvii) The company has not incurred cash losses in the current and in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year; Accordingly, Clause 3(xviii) of the order is not applicable.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payments of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not Capable of meeting its liabilities existing at the date of balance sheet date. We however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date will get discharged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of section 1 35 of Companies Act, 201 3 Pursuant to any project except the following:

Financial Year	Amount identified for spending on CSR activities for "other than Ongoing Projects	Unspent amount of above	Amount Transferred to Fund specified in Schedule VII to the Act	Due date of transfer to the specified fund	Actual date of transfer to the specified fund
2022-23	82.26 lakhs	79.23 lakhs	79.23 lakhs	30.09.2023	28.04.2023

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements section of our report of even date to the members of BINNY LIMITED on the Financial Statements for the year ended 31 March 2023

Report on the Internal Financial Controls with reference to the FinancialStatementsunder Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls with reference to Financial StatementsofBINNY Limited ("the Company") as of 31 March 2023 in conjunction with our audit of the Standalone Financial Statementsof the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to Financial Statementsbased on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system with reference to Financial Statements and their operating effectiveness. Our audit of internal financial control with reference to Financial Statements included obtaining an understanding of internal financial control with reference to Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgments, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to Financial Statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A Companys internal financial control with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Financial Statements to future periods are subject to the risk that the internal financial controls with reference to Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit, the Company does not have adequate internal control over financial reporting on criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. As a result, we are unable to obtain sufficient and appropriate audit evidence to provide a basis for our opinion whether the company had adequate internal control over financial reporting and whether such internal control was operating effectively as on 31^st March, 2023.

Based on the limited audit procedures performed by us during the course of our audit, the following material weakness has been identified in the operating effectiveness of the Companys internal financial control over financial reporting as at 31^sl March, 2023:

1. Internal Control over Physical cash and passing of vouchers:

Difference between Physical cash balance Rs. 0.04 Lakhs as per Internal Audit Report for March 2023 & Tally cash balance Rs. 290.77 Lakhs as on 31.03.2023. On enquiry, Management expressed that the differential amount was given as advances, but for which details like parties to advances, nature of advances, terms and conditions were not provided .

2. Control over land/inventory:

Agreement of sale entered with Sankhlecha Infra Projects Private Ltd(buyer) for sale of Companys land of 3.336 Acres at Perambur for total consideration Rs. 4170.00 Lakhs and for which Advance Rs. 2258.00 Lakhs received and kept under "Revenue in received in advance". But the buyer has completed the construction onthe said land even though the Sale deed is not registered and the balance amount of Rs. 1 91 2.00 Lakhs is not received.

3. Control over Revenue and land

School was constructed as part of Joint Development Agreement(JDA) with SPR Constructions Private Limited which is operational, but the company share of 40% revenue was not recognized though the Shriram Universal School.

4. Control over Reconciliation of expenditure:

The Company does not have an appropriate internal control system to reconcile 40% share of allocable expenditure/ permissible deductions incurred by SPR Constructions Private Limited in JDA, no confirmation/invoice raised by SPR for said 40% share for the financial year 2022-23.

5. Control over GST liability:

SPR Constructions Private limited has not furnished to the company GST payment challans and returns as proof of payment to Government as per JDA since inception.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company, and these material weaknesses have affected our opinion on the financial statements of the Company and we have issued a qualified opinion on the financial statements.

	For Sagar & Associates
	Chartered Accountants
	Firms Registration No. 00351 OS
	D. MANOHAR
	Partner
Place: Chennai	Membership No.: 029644
Date : Nov 29, 2023	UDIN: 23029644BGUDNK3047