soma textiles industries ltd Auditors report

TO THE MEMBERS OF

SOMA TEXTILES & INDUSTRIES LIMITED

Report on the Audit of Standalone Ind AS Financial Statements Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of SOMA TEXTILES & INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended on that date and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the "Standalone Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind

AS 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 accounting principles generally accepted in India including Indian Accounting

Standards (‘Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"), of the state of affairs (financial position) of the Company as at 31st March, 2023, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis of opinion

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Standalone Ind AS 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 Ind AS Financial Statements under the provisions of the Act and the rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is appropriate to provide a basis for our opinion on the Standalone Ind AS Financial Statements.

Material Uncertainty Related to Going Concern

We draw attention to Note No. 41 of the Standalone Financial Statements, as per Directions of Gujarat High Court dated 23^rd September, 2021, the Ahmedabad Municipal Corporation (AMC) had disconnected water and drainage connection. Hence, the operations of the company remain closed from 26^th November, 2021 till the date of this report. The companys profit of 16,545.82 Lakhs during the year ended 31^st March, 2023 and as of date positive net worth of the company stood at 7,514.43 Lakhs is on account of trading activities as well as exceptional items, as represented in this report under emphasis of matter paragraphs. In the opinion of the management, companys assets including cash & bank balance are sufficient to meet the liabilities of the company. These conditions, indicate the existence of a material uncertainty that may cost significant doubt about the companys ability to continue as going concern. The management has assessed that the company continuous to be going concern.

Our opinion is not modified in respect of the above said matter.

Emphasis of Matter

We draw your attention to: a) We draw attention to Note No. 47 of Standalone Ind AS Financial Statements, which discloses that the Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The draft rules for the Code on Social Security, 2020 have been released by the Ministry of Labour and Employment on November 13, 2020. The Company is in the process of assessing the additional impact on Provident Fund contributions and on Gratuity liability contributions and will complete their evaluation and give appropriate impact in the standalone financial statements in the period in which the rules that are notified become effective. b) We draw attention to Note No. 32 of Standalone Ind AS Financial Statements wherein Exceptional items for the year ended 31^st March, 2023 represent following components.

Sr. No. Particulars	Year Ended 31.03.2023 ( In lakhs)	Remarks, if any
1. Foreign Exchange Gain on Loan Given to Soma Textiles FZC (associate)	559	-
2. Provision for Obsolete Inventory	79	Provision reversal as per Ind AS 37
3. Profit on Assignment of Lease Right of Land	135	-
4. Profit Building on Sale of	427	-
5. Secured Term Loan Balance not repayable	2,068	-
6. Term Loan Interest Liability no longer required written off	13,635	-
Total	16,903	-

c) The holding company had advanced a loan to its associate company ‘Soma Textiles FZC (UAE) out of GDR proceeds*, classified as Non-Current Loan. The Closing Balance of the same Loan is 6,083.89/- Lakhs for the year ended 31^st March, 2023 (Previous year 6,882.90/- Lakhs for year ended 31^st March, 2022). The Company has quasi-equity in addition to the capital contribution to Soma Textiles FZC. When the said loan was given, the said company was a wholly owned subsidiary, however with effect from 31 ^st March, 2010, the companys holding in this company has diluted from 100% to 40%. In the audited Financial Statement of Soma Textiles FZC ended as at 31^st March, 2023 the accumulated loss reflects atAED8,54,126(equivalent to 191.09/- Lakhs) as against the total capital of AED 9,00,000 (equivalent to 201.35/- Lakhs) (Including statutory reserves). d) Security Exchange Board of India (SEBI) vide its Order Number WTM /AB/IVD/ID4/10343/2020 dated 8^th February 2021 declared the GDR Issue made by the company in October 2006 violated provisions of Section 12 A (a) of SEBI

Act 1992 read with regulations 3(b) and 4 (1) of PFUTP regulations, 2003 and directed that Soma Textiles & Industries Limited, Promoter Directors, Executive Director and other of that period (2006-07) are debarred respectively for 3,2 years from the date of the order from accessing the security market and further prohibited from buying, selling or otherwise dealing in securities including units of mutual funds directly or indirectly or being associated with the security market in any manner. The adjudicating officer th August, 2022 under rule 4(1) (AO) passed on order dated of SEBI (procedure for holding inquiry and Imposing Penalties by Adjudicating Officer) Rules 1995 (SEBI AO Rules") and Rule 4(1) of Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005 ("SCRA AO Rules") In the matter of disclosures by Soma Textiles & Industries Ltd. in respect of its GDR issue. Where in penalties were imposed on the Company, its directors of and authorized representative. The company, Promoter Directors, Executive Director and others preferred an appeal against the order of SEBI before the Security Appellate Tribunal (SAT) and Honorable SAT delivered the judgment on 22^nd February, 2023 by reducing the debarment period of the Company from 3 years to the period undergone and reduced the penalty levied on the Company from 25 Lakhs to 20 Lakhs. Appeals filed by Authorised representative (Mr. Sunil Patel) are allowed and penalty of 5 Lakhs have been waived off. e) We draw your attention to the fact that liabilities owed to Invent Assets Securitization & Reconstruction Pvt. Ltd. were prepaid in full during the year. Consequently, company has accounted Nil interest on the borrowings as appearing in the accompanying Standalone Financial Statement for the year ended 31^st March, 2023. As per management assessment, the differential (Principal amount of loan and interest thereon not re-payable) portion of borrowing aggregating to 15,703 Lakhs is written back and accounted as income during the year under audit (Principal loan amount written back of 2,068 Lakhs and interest written back of 13,635 Lakhs) as disclosed in exceptional items. f) Finance cost includes interest (amounting to 36.36/- Lakhs for the year) payable on preference shares which are non-convertible and cumulative in nature and hence, treated as debt and accordingly accounting effect of interest has been provided.

Our opinion is not modified in respect of the above 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 Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS 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 following key audit matters to be communicated in our report.

Sr. No. Key Audit Matter	How the matter was addressed in our audit
1. Discontinued Operation	The following audit procedures were applied:
According to Directions of Gujarat High Court dated 23rd September, 2021, the Ahmedabad Municipal Corporation (AMC) has disconnected water and drainage connection of the Company.	A. Obtaining and Verifying the relevant orders and correspondence, between the Company and Government, those led to stop the operations of Company.
	B. Verifying that company has tested all the Assets and Liabilities for fair valuation except liabilities due to Invent Assets Securitisation & Reconstruction Pvt. Ltd. (Refer Para D of Emphasis of Matter)
	C. Observing Procedure and methods followed by Company to determine Fair Value of Assets and Liabilities.
Hence, the operations of the Company are permanently closed and it has to do accounting as per Ind AS 105 ‘Non-current Assets Held for Sale and And Discontinued Operations.
	D. Verifying the base documents of Financial Assets and Liabilities.
	E. Assessing the appropriateness and correctness of the entries in the books of account and disclosure requirements in Standalone Ind AS Financial Statements.

Information other than the Standalone Ind AS Financial Statements and Auditors Report thereon

The Companys Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Companys annual report, but does not include the Consolidated Ind AS Financial Statements, Standalone Ind AS Financial Statements and our auditors report thereon.

Our opinion on the Standalone Ind AS 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 Ind AS 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 Ind AS 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 Those Charged with Governance for the Standalone Ind AS Financial Statements

The Companys and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 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 the 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 Ind AS Financial Statements that give a true and fair view and is free from material misstatement, whether due to fraud or error. The Standalone Ind AS Financial Statements are the responsibility of the Companys Management. The accompanying Standalone Ind AS Financial Statements pertain to the period where the Board of Directors holds the responsibility for the financial transactions and to whom any significant exceptions/ adjustments in the statements are solely attributable under the audit. The Audited Standalone Ind AS Financial Statements for the year ended 31^st March, 2023 have been prepared by the Management of the Company and have been approved by the Companys Board of Directors.

In preparing the Standalone Ind AS Financial Statements, Management is 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 Management 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 Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS 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 Standards on Auditing 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 Ind AS Financial Statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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 Ind AS 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 Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Ind AS Financial Statements that, individually or in the aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Ind AS 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 Ind AS 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 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 Standalone Ind AS 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.

Other Matters

The company has filed application for voluntary delisting of its shares in terms of Regulation 6(a) and Regulation 7 of SEBI (Delisting of Equity Shares) Regulations, 2009, however approval is pending from BSEs. However, the Equity Shares of the company will continue to be listed on National Stock Exchange of India Limited. Our conclusion is not modified in respect of the above matters.

Report on other Legal and Regulatory Requirements

1. As required by the section 143(3) of the Act, based on our audit 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 purpose 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. c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account. d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with Ind AS specified under Section

133 of the Act. e) The matter described in the material uncertainty related to Going Concern section above, in our opinion, may have an adverse effect on the functioning of the Company. f) On the basis of the written representations received from the directors as on 31^st March, 2023 and taken on record by the Board of Directors, none of the directors is disqualifiedas on 31^st March, 2023 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". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting. h) With respect to the other matters to be included in the Auditors Report 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 by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. i) With respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in the Standalone Ind

AS Financial Statements (Refer Note No. 40); ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and iii. There were no amounts which were require to be transferred to the Investor Education and Protection Fund by the Company. iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identifiedin 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 that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. v. There was no proposal of Dividend (Interim or Final) during the Current Financial year as well as during the previous Financial Year.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified the Order.

	For, Pipara & Co. LLP
	CHARTERED ACCOUNTANTS
	F.R.N. No.: 107929W/W100219
	Naman Pipara
	PARTNER
Date: 25th May, 2023	M. No.: 140234
Place: Ahmedabad	UDIN: 23140234BGQHMZ5106

Annexure-A to the Independent Auditors Report of even date on the Financial Statements of SOMA TEXTILES & INDUSTRIES LIMITED, on Standalone IND AS Financial Statements for the year ended 31^st March, 2023

Report on Internal Financial Controls under Clause (i) of Sub Section 3 of Section 143 of the Companies Act, 2013:

We have Audited the Internal Financial Controls over Financial reporting of SOMA TEXTILES & INDUSTRIES LIMITED, as on 31^st March, 2023 in conjunction with our audit of the Standalone Financial Statements of 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 based on Internal Control over financial reporting 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. 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 timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility:

Our responsibility is to express an opinion on the Companys Internal Financial Controls over Financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting and the Standards on Auditing, issued by Institute of Chartered Accountants of India and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial

Controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those standards and Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate financial 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 over financial reporting and their operating effectiveness. Our Audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatements of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficientand the Companys Internal financial Control System over Financial reporting.

Meaning of Internal Financial Controls over Financial Reporting:

A Companys internal financial controls over financial reporting is process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements with generally accepted accounting principles. A Companys Internal Financial Controls over Financial Reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets 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 expenditure 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 Over Financial reporting:

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error of fraud may occur and not be detected.

Also, Projections of any evaluation of the Internal Financial Controls over Financial Reporting to future periods are subject to the risk that the Internal Financial Controls over Financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at31 ^st March, 2023 based on Internal Control over financial reporting 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.

For, PIPARA & CO LLP

CHARTERED ACCOUNTANTS

(F.R.N. 107929W/W100219)

Naman Pipara

PARTNER Date : 25^th May, 2023 M. No.: 140234 Place : Ahmedabad UDIN:23140234BGQHMZ5106

ANNEXURE-B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF SOMA TEXTILES & INDUSTRIES LIMITED FOR THE YEAR ENDED 31^st MARCH, 2O23

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of Soma Textiles & Industries Limited of even date)

ANNEXURE B

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Standalone Ind AS Financial Statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that: i. In respect of the Companys Property, Plant and Equipment and Intangible Assets: a) • The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

• The Company has maintained proper records showing full particulars of intangible assets. b) The management has informed that Property, Plant and Equipment have been physically verified by them at reasonable intervals wherein as per their representation no material discrepancies were noticed on such physical verification when compared with the books of accounts. c) According to information and explanation given to us, the company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. d) According to information and explanation given to us, no proceedings have been initiated during the year or are pending against the company as at 31^st March, 2023 for holding any benami property under the Benami

Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under. ii. a) The management has informed that inventory is physically verified by them at reasonable intervals, wherein as per their representation no discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories, when compared with the books of accounts. During any point of time of the year, the company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets and hence reporting under clause3 (ii) (b) of the Order is not applicable. iii. a) The Company has made investments in companies, firms, Limited Liability Partnerships, and granted unsecured Loans to other parties in respect of which:

Name of Borrower: Soma Textiles FZC
Nature of Loan Granted: Unsecured Loan
Rate of Interest: NIL (Interest Free Loan)
Particulars	Amount ()
Amount outstanding as on 01.04.2022	68,82,90,462
Interest Income during the year*	2,31,70,692
Amount granted During the year	NIL
Amount received during the year	11,28,23,140
Foreign Exchange Gain	5,58,75,009
Amount Outstanding As on 31.03.2023	60,83,89,230

*Interest Income During the year is "Interest Income recognized by the company due to the adjustment of Ind AS- 109 "Financial Instrument" for bringing down the Loans and Advances to Amortized cost. However, there is no actual receipt of interest.

b) There are no terms and conditions set out by the company as on date for the loan provided to Soma Textile FZC. Since there are no other external lenders to the company, investments made by company may not be prejudicial to the companys interest. c) As there is no stipulation of repayment of loan by the Associate, we are unable to report on regularity of receipt or repayment of principal. d) As there are no set terms and conditions for the repayment or stipulations thereof, overdue amounts in respect of the loan granted to the Associate cannot be ascertained. e) No loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or

Extended or fresh loans granted to settle the overdues of existing loans given to the same parties. f) Company has granted following loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

Name of Borrower: Soma Textiles FZC
Nature of relation: Associate Company
Sr. No. Particulars	Amount
1. Aggregate amount outstanding of loan granted to Soma Textiles FZC as on 31st March, 2023	60,83,89,230
2. Aggregate amount outstanding of total loans granted as on 31st March, 2023	60,83,89,230
3. Percentage of aggregate amount outstanding for loan granted to Soma Textiles FZC as on 31st March, 2023 to the aggregate amount outstanding for total loans granted as on 31st March, 2023.	100%

iv. In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans granted, investments made, guarantees and securities provided, as applicable.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits (or amount which are deemed to be deposits) from the public within the meaning of Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

vi. In our opinion, company is not required to keep cost record under section 148 of the companies Act, 2013.

vii. In respect of statutory dues:

a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues applicable to it Further, no undisputed amounts payable in respect of outstanding statutory dues were in arrears as at 31^st March, 2023 for a period of more than six months from the date they became payable.

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31^st March, 2023 on account of disputes are given below:

Name of the Statute	Nature of Dues	Amount involved ( In lakhs)	Amount paid/ Adjusted	Period to which the amount relates	Forum where dispute is pending
Central Excise Act	Excise Duty	24.85	-	2002-03	The Dy. Commissioner of C. Excise, Div-III, Ahmedabad
		1.59	-	2004-05	The Dy. Commissioner of C. Excise, Div-I, Ahmedabad.
		0.98	-	2005-06	The Commissioner of C. Excise, (Appeals) Ahmedabad
		5.81	-	2012-13	CESTAT, West Zone Ahmedabad (Appeal)
Gujarat Sales Tax Act	Sales Tax (VAT)	6.17	-	1997-98, 1998-99, 2000-01	Gujarat Value Added Tax Tribunal
		21.66	-	2006-07	Gujarat Value Added Tax Tribunal
Name of the Statute	Nature of Dues	Amount involved ( In lakhs)	Amount paid/ Adjusted	Period to which the amount relates	Forum where dispute is pending
Income Tax Act	Income Tax	143.25	143.25	2008-09	Commissioner of Income Tax (Appeal)
		1.00	1.00	2008-09	Commissioner of Income Tax (Appeal)
		29.07	29.07	2008-09	Commissioner of Income Tax (Appeal)
		138.91	78.47	2009-10	Commissioner of Income Tax (Appeal)
		391.25	-	2010-11	Commissioner of Income Tax (Appeal)
		111.30	-	2011-12	Commissioner of Income Tax (Appeal)
		26.57	-	2013-14	Commissioner of Income Tax (Appeal)
		24.28		2018-19	Commissioner of Income Tax (Appeal)
Employees Provident Fund	P. F.	140.11	26.23	09/2012 to 02/2017	ASST. PF Commissioner Ahmedabad.

viii. As per our audit procedure performed and information and explanation given to us there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). ix. a) Based on our audit procedures and on the basis of information and explanation given to us by the management, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest there on to any lender during the year b) The company is not declared willful defaulter by any bank or financial institution or other lender. c) According to the information and explanations given to us and on the basis of the books and records examined by us, the company has not taken any term loan during the year. Outstanding term loan at the beginning of the year were applied for the purpose for which the loans were obtained. d) According to the information and explanations given to us and on the basis of the books and records examined by us, the company has not raised funds on short-term basis during the year and there were no amount outstanding of short term loan at the beginning of the year. Hence reporting under clause 3(ix) (d) of the order is not applicable. e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. f) The company has not raised loans during the year on the pledge of securities held in associate companies. x. a) To the best of our knowledge and belief and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year and hence reporting under clause3(x) (a) of the Order is not applicable. b) The company has not made any preferential allotment or private placement of shares or convertible debentures

(fully, partially or optionally convertible) during the year and hence reporting under clause 3(x) (b) of the Order is not applicable. xi. a) Based on the information and explanations given to us by the management, no material fraud has been noticed or reported by the company or on the company during the year. b) Owing to (xi)(a), report under sub-section (12) of section 143 of the Companies Act is not required to be 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) According to information and explanation given to us, no whistle-blower complaint was received by the company during the year. xii. The Company is not a Nidhi Company. Hence reporting under clause (xii) of the Order is not applicable. xiii. The Company has entered into transactions with related parties in compliance with sections 177 and 188 of the Companies Act, 2013. The details of such related party transactions have been disclosed in the financial statements (as per note)as required under Ind AS 24, Related Party Disclosures specified under Act, read with rule 7 of the Companies (Accounts) Rules, 2014. xiv. a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business. b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures. xv. According to the information and explanations given to us and in our opinion, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the company. xvi. a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi) (a), (b) and(c) of the Order is not applicable. b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable. xvii. The company has incurred cash losses of 279.84 Lakhs and 77.63 Lakhs in current financialyear and immediately preceding financial year respectively. xviii. There has been no resignation of statutory auditors during the year. xix. The Company has incurred profit of 16,547.42 Lakhs during the year ended 31^st March, 2023 and as of date positive net worth of the Company stood at 7,514.43 Lakhs. However management of the company, on the basis of the fair value of assets and expected dates of realization of financial assets and payment of financial that companys assets are sufficient to meet its liabilities and Management plans and our examination of the evidence supporting the assumptions and explanations of management, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the 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. The company is not required to spend any amount towards Corporate social Responsibility (CSR) and thus there is no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) or to special account in compliance with the provision of subsection (6) of section 135 of the said Act. Accordingly, reporting under Clause (xx) of the order is not applicable to the company. xxi. The list of subsidiaries, joint ventures, associates to be consolidated are as under:

Name of the company	Nature of the Company	Details of qualifications/adverse comments in CARO
Soma Textiles FZC	Associate Company	Not applicable

For, PIPARA & CO LLP

CHARTERED ACCOUNTANTS

(F.R.N. 107929W/W100219)

Naman Pipara

PARTNER Date : 25^th May, 2023 M. No.: 140234 Place : Ahmedabad UDIN:23140234BGQHMZ5106