virtual global education ltd Auditors report

To

The Members of VIRTUAL GLOBAL EDUCATION LIMITED

Report on the Financial Statements

Qualified Opinion

We have audited the standalone financial statements of Virtual Global Education Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2023, and the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act,

2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date subject to the matters described under " Basis for Qualified Opinion" section of our report.

Basis for Qualified Opinion

a). We draw attention that the company has earned "other income" amounting to Rs.1,33,45,176/- as interest on loan by lending money to the third parties which is out of the charter/ main objectives of Memorandum of Association of the company.

b). We draw attention that investment in equity shares (unquoted) under the head "Non Current Investment" amounting to Rs.39,50,000/- out of which Rs.37,50,000/- should be considered as impairment loss as per INDAS-36. The investment in unquoted shares of Prem Color Chem Pvt Ltd., Vishesh Developers Pvt Ltd doesn t have the name of Virtual Global Education Limited as shareholder in their shares holders list provided by the management to us.

c). The investment in Rock Eagle Portfolio Services Pvt. Ltd. is not recoverable since company has been struck off in Registrar of Companies since 2019 as per Ministry of Corporate Affairs. Adhunik Technology Pvt. Ltd. Has negative reserves resulting in a negative fair value and thus investment fair value and thus investment cannot be recovered.

d) We draw attention that the General Reserves have been debited by Income Tax paid for Assessment year 1996-97 of Rs.60,50,565.09 by order dated: 08.11.2021 & for Assessment Year 2004-05 of Rs.2,58,710.00 by order dated: 06.09.2021 by CIT, Appeals instead of Profit and Loss account. No such adjustments are made in the books of accounts for the same till date. . e) We draw attention that the Advance given for development of project under the head "Other

Non-Current Assets" amounting to Rs.22,71,37,156/-, is subject to confirmation/ reconciliation. However management has explained us that the amount is recoverable standing in the books of account. We are unable to validate the assertion of recoverability in the absence of any independent report by the competent agency & the uncertainty of presumption of future operations/ results of operations thereafter. Also in the absence of underlying documents like agreements/confirmations/contracts, we are unable to comment on the completeness of the same.

f) In the absence of appropriate evidence and underlying documents like third party confirmations, details, breakup of Training Expenses Payable under the head "Other Non-Current Liabilities" amounting to Rs.11,58,44,169/-, we are unable to comment on the sufficiency and appropriateness of the payable amount . Advance given for development of project " under the head other non current Assets amounting to Rs 25,50,000/- has been adjusted with Training Expenses Payable without any justification/confirmation made available to us by the management.

g) We draw your attention that in the absence of Fixed Asset Register and no physical verification report by the management / third party, we are unable to comment on the existence of the Fixed Assets.

h) We draw your attention that "M/s. MKY Constructions Pvt. Ltd." included under the head "Loans and Advances" (Non-Current Assets) amounting to Rs.1,69,06,352/- has filed for insolvency (Insolvency And Bankruptcy Code 2016). The Management has explained us that the amount is recoverable standing in the books of accounts. We are unable to validate the assertion of recoverability in the absence of any document/ confirmation. No provision/adjustments are made in the books of accounts as the amount is doubtful to be recovered.

i) We draw your attention that company has adjust Sundry Debtors included under the head Trade Receivable ( Current Assets )amounting to Rs 35,12,074/-from Current Liabilities included under head"other Current Liabilities without any justification/confirmation made available to us by the management.

j) We draw your kind attention on that during the year Company has given a Advance amounting to Rs. 5,32,20,671/- to M/s Witness Developers & Promoters Private Limited for purchase of Land at Gurugram Haryana .In the absence of appropriateness of documents like agreements/confirmations/contracts, we are unable to comment on the completeness of the same.

k) We draw your kind attention that company has paid Rs 5,00,000/- as affiliation fee paid to Telecom Sector Skill Council which pertains to previous years no provision was made in earlier s years.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

The 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.

Note 25(c) to the Standalone Financial Statements- "Provision for Contingencies" as at March 31, 2023, the Company has exposures towards litigations relating to various matters as set out in the aforesaid Notes.

Significant management judgment is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recognized, or a disclosure should be made. The management judgment should also supported with legal advice in certain cases as considered appropriate.

As the ultimate outcomes of the matters are uncertain and the positions taken by the management are based on the application of their best judgment relating to interpretation of law regulations, it is considered to be a Key Audit Matter.

Other Information

The Company s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company s annual report, but does not include the standalone financial statements and our auditors report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statement 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.

Management s Responsibility for the Financial Statements

The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these IND AS financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards(IND AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, management and Board of

Directors are responsible for assessing the Company s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company s financial reporting process.

Auditor s Responsibility

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of user taken on basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

i. Identify and access the risk of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risk, 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.

ii. Obtain an understanding of internal 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 with reference to standalone financial statements in place and the operating effectiveness of such controls.

iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

iv. Conclude on the appropriateness of management s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

v. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 safeguard.

Report on Other Legal and Regulatory Requirements.

1. As required by the Companies (Auditor s Report) Order, 2020 ("the Order"), issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,

2013, we give in the Annexure A , a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the statement of change in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account, subject to the matter described under "basis for qualified opinion" section of our report.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) According to the information and explanation given to us, the company had paid remuneration in excess of the limits prescribed under Section 197 read with Schedule V of the Companies Act.2013 and without obtaining consent of the shareholders and also not accorded prior approval of Banks/Financial Institutions in case of default of principal/interest obligations, which is in contravention of the said section.

g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

3. With respect to the other matters to be included in the Auditor s Report in accordance with Rule

11 of the Companies (Audit and Auditors) Rules, 2014 in our opinion to the best of our information and according to the explanation given to us:

i. The Company has disclosed the impact of pending litigations on its financial statements-Refer Note 25(c) to the financial statements ; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The management has represented that to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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 (intermediaries) with the understanding whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invested in other person 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 other than as disclosed in the notes to the accounts, no funds have been received by the company from any person or entities including foreign entities (funding parties) with the understanding, whether recorded in writing or otherwise, that the company shall whether directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or provide any Guarantee, security or the like on behalf of the ultimate beneficiaries and (c) based on such 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 representations, as provided under (a) and (b) above, contain any material misstatement.

For Asha & Associates

Chartered Accountants

FRN:024773N

Sd/-

CA Asha Taneja

M.No. 096107

UDIN: 23096107BGZFIM9315

Place: New Delhi

Date: 25/05/2023

Annexure A to the Independent Auditors Report Annexure A

The Annexure referred to in paragraph 1 of Our Report on "Other Legal and Regulatory Requirements".

We report that:

I} A. a) The company has not maintained proper records showing full particulars, including quantitative details and situation of its Property Plant and Equipment b) The company has not maintained proper records showing full particulars of intangible assets.

B. As explained to us, fixed assets have not been physically verified by the management. No fixed assets register is being maintained and therefore not provided to us.

C. The title deed of immovable property is held in the name of the company.

D. The Company has not revalued any of its property plant and equipment and intangible assets during the year.

E. No Proceeding have been initiated during the year or are pending against the company as at March 31,2023 for holding any benami property under the benami transactions (prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

i).

A. Company do not have any inventory as on 31.03.2023.

B. The company has not been sanctioned working capital limits in excess of Rs. 5 Crore, in aggregate, at any points of time during the year from banks or financial institution on the basis of security of current assets and hence reporting under clause 3 (ii) (B) of the order is not applicable.

ii. The Company has granted loans & advances in the nature of loans, secured or unsecured to companies, firms, LLP or any other parties in respect of which:

A. The Company has provided loans or advances in the nature of loans to any other entity during the year :.

Aggregate amount granted/provided during the year (other parties)	Nil
Balance outstanding as at the Balance	Nil
Sheet date in respect of	Rs.6,12,58,492/-

B. The company has provided advances in the nature of loans, guarantee and security to any other entity during the year:

Aggregate amount granted/provided during the year (other parties)	Rs.5,34,21,671/-
Balance outstanding as at the Balance	Rs.6,59,12,957/-
Sheet date in respect of above	Rs.5,34,21,671/-

C. The investment made, guarantee provided, security given and the terms and conditions of grant of all loans and advances in the nature of loans and guarantees provided are, in our opinion, prima-facie, are prejudicial to the company s interest. The loan and advances given to certain entities during the year are interest free and therefore prejudicial to the company s interest.

D. In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts of principal and interest have been regular as per stipulation.

E. There is no principal amount overdue for more than 90 days in respect of the aforesaid loans.

F. There is no loan given following due during the year which has been renewed or extended or fresh loan granted to settle the overdue of the existing loan given to the same party.

G. The company has granted loans and advances in the nature of loans either repayable on demand or without specifying any terms for period of repayment.

Particulars	All Parties	Promoters	Related Parties
Aggregate amount of loans/advances in nature of loans:	260794003/-	-	27,78,492/-
- Repayable on demand (A)
- Agreement does not specify any terms or period of repayment (B)
Total (A+B)	260794003/-	-	27,78,492/-
Percentage of loans/advances in nature of loans to the total loans	100%	-	1.23%

iii. In respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have not been complied with. No resolutions passed by the board were made available to us. No loans and investment register for agreements and other records as prescribed under Companies Act 2013 in respect of applicable provisions were made available to us.

iv. The company has not accepted any deposit from the public covered under section 73 to 76 of the Companies Act, 2013.

v. The maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause 3(vi) of the Order is not applicable to the Company. vi

A. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, , Sales-tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess and any other statutory dues to the extent applicable, have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, the company do not have any undisputed outstanding dues at the end of the year which for a period of more than 6 Months from the date they become payable.

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

Statute	Nature of Dues	Tax Amount in Rs. (Excluding Interest)	Period to which the dues relate	Forum Where Dispute is pending	Remarks by Company
Income tax Act-1961	Income tax	Rs.146848740 /-	2013 AY	CPC	Disagree with Demand
Income tax Act-1961	Inc Income tax	Rs.1,2936037 0/-	2014 AY	CPC	Disagree with Demand
Income tax Act-1961	Inc Income tax	Rs.1,2628580/ -	2015 AY	CPC	Disagree with Demand
Income tax Act-1961	Inc Income tax	Rs.12037320/-	2016AY	CPC	Disagree with Demand
Income tax Act-1961	Inc Income tax	Rs.1,30,64750 -	2017AY	CPC	Disagree with Demand
Income tax Act-1961	Income tax	Rs.12116920/-	2018 AY	CPC	Disagree with Demand
Income tax Act-1961	Income tax	Rs.21989580/-	2020 AY	CPC	Disagree with Demand

 

Statute	Nature of Dues	Tax Amount in Rs. (Including Interest)	Period to which the dues relate
Traces	TDS	Rs.4039.51	2021 AY
Traces	TDS	Rs.1,91,213.50	2020 AY
Traces	TDS	Rs.2631/-	2022 AY
Traces	TDS	Rs 4983/-	20 2023 AY
Traces	TDS	Rs.1,65,954/-	Prior Years

vi. 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.

vii. The Company has defaulted in repayment of loan during the year:-

Nature of Borrowings including debt securities	Name of the lender	Amount not paid on due date	Whether principal or interest	Number of days delay or unpaid	Remarks, if any
Cash Credit	Bankof Baroda, Salt Lake, Kolkata	Rs.1,48,68,309. 52	Principal& Interest	365 days	Non Performi ngAssets

A. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

B. The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence, reporting under clause 3(ix)(C) of the Order is not applicable

C. According to the information and explanations given to us and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that the company has used funds raised on short term basis aggregating to Rs.89,05,000/-for longterm purposes during the year.

D. According to the information and explanations given to us and 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 obligations of its subsidiaries, associates or joint ventures (as defined under the Companies Act 2013) during the year endedMarch 2023. Hence Clause 3(ix)(E) of the order is not applicable.

E. The Company has not raised any loans during the year on the pledge of securities held in the subsidiary, associates or joint venture and hence reporting on clause 3(ix)(F) of the Order is not applicable. vi.

A. The Company has not raised moneys by way of initial public offer or further public offer

(including debt instruments) during the year and hence reporting under clause 3(x)(A) of theOrder is not applicable. B. During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting underclause 3(x)(B) of the Order is not applicable vii. a. No fraud by the Company and no material fraud on the Company has been noticed orreported during the year

b. No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014with the Central Government, during the year and upto the date of this report.

c. We have taken into consideration the whistle blower complaints received by the

Company during the year (and upto the date of this report), while determining the nature, timing andextent of our audit procedures. viii. The company is not a Nidhi Company. Therefore clause 3 (xii) of the order is notapplicable to the company. ix. In our opinion, the Company is in compliance with Section 177 and 188 of the

Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. x. a. In our opinion and based on our examination, the company has an internal audit system commensurate with the size and nature of its business.

b. Internal Audit report was provided at short notice, hence not considered.

xi. In our opinion during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors, and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xii. 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),(C) 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. xiii. The Company has not incurred cash losses in the current year and preceding financialyear.

xiv. There has been resignation of the statutory auditors of the Company during the year.There were no issues, objection or concerns raised by the outgoing auditors. xv. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and 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 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. xvi. Since the provisions of Section 135 of companies act 2013 with regard to corporate social responsibility are not applicable to the company hence clause 3(xx) of the order isnot applicable.

For Asha & Associates

Chartered Accountants

FRN:024773N

SD/-

CA Asha Taneja

M.No. 096107

UDIN: 23096107BGZFIM9315

Place: New Delhi

Date: 25.05.2023

Annexure B to the Independence Auditors Report of even date to the members of M/S Virtual Global Education Limited on the Financial Statements for the year ended March 31, 2023

Annexure B

Independent Auditor s report on the internal Financial Controls under clause (i) of sub section 3 of Section 143 of the Companies Act,2013 ("the Act )

1. In conjunction with our audit report of the financial statements of M/S VIRTUAL

GLOBAL EDUCATION LIMITED ("the company ) as of the year ended March 31, 2023, we have audited the internal financial controls over financial reporting (IFCoFR) of the company as on that date.

Managements Responsibility for Internal Financial Controls

2. The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control 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 company s 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 Companies Act, 2013.

Auditors Responsibility

3. 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 (the "Guidance Note") and the Standards on Auditing, issued by ICAI 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 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 over financial reporting 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 controls system over financial reporting and their operating effectiveness.

4. 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 operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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

7. 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 or 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 control over financial reporting 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 material, weakness has been identified in the company s internal financial controls over financial reporting as at March 31 2023 as regards:

? Uncertainty for realizing the carrying value of its trade receivables and payment of the carrying value of its trade payables which are subject to their balance confirmation and in view of ageing analysis. ? Non-maintenance/ updation of fixed assets register, loans and investment register for agreements or contracts with related parties and other records as prescribed under Companies Act 2013 in respect of applicable provisions of Section 177, 185, 186, 188 189 as applicable. ? Uncertainty for realizing the carrying value of its loans and advances (current and non-current) which are subject to their balance confirmation.

8. 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 company s annual financial statements will not be prevented or detected on a timely basis.

9. In our opinion, except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria the Company has maintained, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control over financial reporting were operating effectively as at March 31, 2023 based on the internal control over financial reporting criteria established bythe 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.

For Asha & Associates

Chartered Accountants

FRN:024773N

Sd/-

CA Asha Taneja

M.No. 096107

UDIN: 23096107BGZFIM9315

Place: New Delhi

Date: 25/05/2023