zuari global ltd Auditors report

To

The Members of

ZUARI INDUSTRIES LIMITED (Formerly ZUARI GLOBAL LIMITED)

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Zuari Industries Limited (formerly Zuari Global Limited) ("the Company”), which comprise the Balance Sheet as at 31st 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, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS”) and accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) 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 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 audit opinion on the standalone 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 standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

S Key Audit Matter No	Auditors Response
1 Income tax provisions
We refer to the Note 22A, 38(i) and 40A of the	Our audit procedures included, but were not limited to, the
standalone financial statements of the Company for	following:
the year ended 31st March 2023 relating to current
tax expense, Income Tax Assets and contingent	• We obtained an understanding of the management process
liabilities.	for identification of tax litigation matters initiated against the
	Company and assessment of accounting treatment for each
The Company has significant litigations outstanding	such litigation identified under Ind AS 37.
as at 31st March 2023 which includes income tax
and wealth tax.	• We evaluated the design and tested the operating effectiveness
	of key controls around above process;
The eventual outcome of these tax proceedings is
dependent on the outcome of future events and	• We obtained details of completed tax assessments and demands
unexpected adverse outcomes could significantly	upto the year ended March 31, 2023 from management.
impact the Companys reported profits and balance	• We obtained an understanding of the nature of litigations
sheet position.	pending against the company and discussed the key
	developments during the year with the management.
S Key Audit Matter No		Auditors Response
The amounts involved are material and the application		• We assessed the appropriateness of methods used, and the
of accounting principles as given under Ind AS 37,		reliability of underlying data for the calculations made for
Provisions, Contingent Liabilities and Contingent		quantifying the amounts involved. Tested the arithmetical
Assets, in order to determine the amount to be		accuracy of such calculations;
recorded as a liability or to be disclosed as a contingent liability, in each case, is inherently subjective, and needs careful evaluation and judgement to be applied by the management. Key judgement are also made by the management in estimating the amount of liabilities, provisions and/or contingent liabilities related to aforementioned litigations.		• We tested the disclosures made relating to the provisions and contingent liabilities for their appropriateness.
Considering the degree of judgment, significance of the amounts involved and inherent high estimation uncertainty, this matter has been identified as a key audit matter for the current year audit.
2 Impairment assessment of non-current investments		Our audit procedures included, but were not limited to, the
in subsidiaries and joint venture		following:
We refer to note 7 and note 38(ii) of the standalone		• We evaluated design and operating effectiveness of controls
financial statements of the Company for the year		implemented for identification of impairment indicators and
ended 31st March 2023 for the carrying value of the		measurement of impairment provision;
non-current investments and loans in subsidiaries and joint venture.		• We compared the carrying value of all investments to the net assets of the respective entities, to identify whether the net
The Company has aggregate investment in		assets were in excess of their carrying amount;
subsidiaries and Joint ventures of Rs. 24,483.41 lakhs. Impairment assessment of these investments is inherently subjective due to reliance on net worth		• Wherever the net assets were lower than the recoverable amount, for material amounts:
of investee, valuations of the assets held and cash flow projections of these investee companies. The key assumptions underpinning managements assessment of the valuation model includes, but are not limited to future growth rates, discount rates, estimated future operating and capital expenditure.		• We evaluated the appropriateness of disclosures in relation to investments in subsidiaries and joint ventures.
Due to their materiality, assessment of impairment losses on the carrying value of investment in the subsidiaries and joint ventures has been considered as be a key audit matter.
3 Valuation of Inventory		Our audit procedures in relation to valuation of inventory included,
We refer to Note 38(viii) and Note 11 of the financial		but were not limited to, the following:
statements of the Company for the year ended 31st		• Tested the design and operating effectiveness of the controls
March 2023.		for inventory valuation.
At the balance sheet date 31st March 2023, the		• Assessed the appropriateness of the principles used in the
Company held Rs. 27,847.50 lacs of Inventories.		valuation of Inventory and analysed the reasonableness of
Inventories includes stock of finished goods - Sugar		significant judgements/ assumptions used by the management
and other product - molasses, both treated as joint		in their valuation models along with their consistency based
products.		on historical/ industrial data trends such as sugar recovery rates, generation of Molasses, ethanol recovery rates, fixed and planned storage facilities of Molasses and capacity utilisations of the plant.
S Key Audit Matter No		Auditors Response
Manufacturing of Sugar is complex process which		• Verified net realisable value of bagasse and molasses based
leads to generation of certain joint products and		on market quotation obtained by the management in case of
by products which are used for generation of other		bagasse, contracts for sale of ethanol and notifications/ press
products, sold in the market as well as used as input		releases from the government authorities.
in the manufacturing of Sugar. The valuation requires use of judgement and assumptions regarding		• Reviewed cost sheets prepared by the management for
elimination of inter-divisional profits, allocation of		manufacturing of ethanol (used for determination of NRV of
costs of production between joint products based		molasses) for reasonableness and corroborated the same with
on their relative sales value and net realisable value		projects reports submitted to lenders banks.
(NRV) of different products which is further dependent		• Reviewed the process of inventory valuation comprising of
upon the market conditions, minimum selling prices,		identification of NRV of Sugar based on subsequent selling
subsequent inventory sale data, current sale prices,		prices of Sugar up to balance sheet date, sale orders in
notifications/press releases from the government		hand as on that date, minimum selling prices introduced by
authorities, technical estimates of expected recovery		the government and prices prevailing in exchange market,
of final products being produced and incremental cost		allocation of costs of production between joint products based
of products manufactured using joint products. These assumptions are subject to inherent uncertainties and		on relative sales value.
are difficult to ascertain since they are likely to be		• We also assessed the appropriateness of the disclosures
influenced by political and economic factors including		included in Note 11 in respect of valuation of inventories.
uncertainties that may affect the industry on the whole.
Owing to the significance of the carrying value of
inventories, the complexities discussed above and the
fact that any changes in the managements judgement
or assumptions is likely to have a significant impact on
the ascertainment of carrying values of inventories,
we have considered this area as a key audit matter
4 Recoverability of deferred tax assets
We refer to note 22 and 38(vi) of the financial		Our audit procedures in relation to the recognition of deferred tax
statements of the Company for the year ended 31st		assets included, but were not limited to, the following; -
March 2023.		• Evaluated the design and tested the operating effectiveness
At the balance sheet date, deferred tax assets		of key controls implemented over recognition of deferred
recognized for carried forward tax losses and		tax assets based on the assessment of Companys ability to
unabsorbed depreciation amounted to Rs. 9,514.35		generate sufficient taxable profits in foreseeable future allowing
lacs.		the utilisation of deferred tax assets within the time prescribed
The assessment of meeting the recognition criteria		by Income Tax laws.
as well as assessment of recoverability of deferred		• Evaluated managements assessment of time period available
tax assets within the period prescribed under the		for adjustment of such deferred tax assets as per provisions of
tax laws involves use of significant assumptions and		the Income Tax Act, 1961 and appropriateness of the accounting
estimates. Determining forecasts of future results		treatment with respect to the recognition of deferred tax assets
and taxable profits include key assumptions such as		as per requirements of Ind AS 12, Income Taxes.
future growth rate and market conditions.
		• Re-computed the amount of deferred tax assets as appearing
Any change in these assumptions could have a material impact on the carrying value of deferred		in the financial statements confirming the amounts of carried forward tax losses and unabsorbed depreciation.
tax assets. These assumptions and estimates are
judgmental, subjective and depend on the future		• Assessed the appropriateness of the disclosures in respect of
market and economic conditions, including industry		deferred tax balances.
focused trade policies of the government and
materialization of the Companys expansion plans.
Owing to the significance of the balances and
complexities involved as described above, we have
considered recoverability of such deferred tax
assets recognised on carried forward tax losses and unabsorbed depreciation as a key audit matter.

Information Other than the Standalone 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 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 statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

Based on the work we have performed, if 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 financial statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements 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 Ind AS 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 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, the 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 responsibility for the audit of standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 standalone 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013, 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 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 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 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 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 cash flow statement and the statement of changes in equity dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

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

(f) 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”.

(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(h) 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, 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, if any, of pending litigations on its financial position in its standalone financial statements - Refer Note No. 40 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March 2023

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March 2023

iv. (A) The management has represented to us

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 person(s) or entity(ies), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(B) The management has also represented to us, 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(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the

Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(C) Based on such audit procedures that we 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) contain any material misstatement.

v. The dividend declared or paid during the year by the company is in compliance with section 123 of The Companies Act 2013.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 in respect of use of accounting software for maintaining books of accounts with requisite audit trail facility is applicable to the company w.e.f. April 1, 2023, and accordingly

reporting under Rule 11(g) of the Companies (Audit and Accounts) Rules, 2014 is not applicable for the financial year ending 31st March 2023.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure B” a statement on the matters specified in the paragraphs 3(xxi) of the said Order.

	For V. Sankar Aiyar & Co.
	Chartered Accountants
	ICAI Firm Regn. No. 109208W
	Sd/-
	Ajay Gupta.
	Partner
Place : Gurugram	Membership No.090104
Dated : 25th May 2023	ICAI UDIN-23090104BGXTMH7854

Annexure "A" to the Independent Auditors Report of even date to the members of Zuari Industries

Limited (Formerly Zuari Global Limited), on the standalone financial statements for the year ended 31st March 2023

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report to the members of Zuari Industries Limited (Formerly Zuari Global Limited) of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub section of Section 143 of the Companies Act, 2013 (the “Act")

We have audited the internal financial controls over financial reporting of the Company as of March 31, 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 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 (the "Guidance Note”) 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 over financial reporting based on our audit. We conducted our audit in accordance with 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 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. 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 auditors judgement, including the assessment of the risks of material misstatement of the standalone 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 over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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 standalone 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 standalone 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 standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent [imitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, materia[ misstatements due to error or fraud may occur and not be detected. A[so, projections of any eva[uation of the interna[ financia[ contro[s over financia[ 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.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial

reporting and such interna[ financia[ contro[s over financia[ reporting were operating effectively as at 31st March 2023, based on the interna[ contro[ over financia[ reporting criteria estab[ished by the Company considering the essentia[ components of interna[ contro[ stated in the Guidance Note issued by the ICAI.

	For V. Sankar Aiyar & Co.
	Chartered Accountants
	ICAI Firm Regn. No. 109208W
	Sd/-
	Ajay Gupta.
	Partner
P[ace : Gurugram	Membership No.090104
Dated : 25th May 2023	ICAI UDIN-23090104BGXTMH7854

Annexure "B" to the Independent Auditors Report of even date to the members of Zuari Industries

Limited (Formerly Zuari Global Limited), on the standalone financial statements for the year ended 31st March 2023 (Referred to in Paragraph 2 under Report on Other Legal and Regulatory Requirements section of our Report on even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit and the representation obtained from the management, we state that:

i a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(B) The Company is maintaining proper records showing full particulars of intangible assets.

b) Property, plant and equipment have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the property, plant and equipment is reasonable having regard to the size of the Company and the nature of its assets.

c) The title deeds of all immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company except as provided in Note No. 50 of the accompanying standalone financial statements and reproduced below:

S. No	Line item in	Property description	Amount	Date of	Title deeds	Reason
	the balance		(Lakh)	Holding	held by
	sheet			DD-MM-YYYY
1		Survey No 118/1 admeasuring 3675 Sq. Mt, Sancoale, Goa	-	06-03-1996
2		Survey No 169/1 admeasuring 32150 Sq. Mt., Sancoale, Goa	-	22-11-2005
3		Survey No 178/1 admeasuring 8953 Sq. Mt., Sancoale, Goa	-	31-03-1971
4		Survey No 191/1 admeasuring 6250 Sq. Mt., Sancoale, Goa	-	22-04-1999
5		Survey No 230/1 admeasuring 38725	-	14/10/1991 &
		Sq. Mt., Sancoale, Goa		09/12/1996
6		Survey No 231/1 admeasuring 13350	-	14/10/1991 &
		Sq. Mt., Sancoale, Goa		09/12/1996
7		Survey No 234/1 admeasuring 21675 Sq. Mt, Sancoale, Goa	-	22-04-1999		Name of the
8		Survey No 234/2 admeasuring 525	-	22-04-1999	Zuari Agro	company has
	Investment property	Sq. Mt, Sancoale, Goa			Chemicals	changed several
9		Survey No 234/3 admeasuring 27400	-	22-04-1999	Limited/ Zuari	times, Mutation in
		Sq. Mt, Sancoale, Goa			Industries	the name of Zuari
10		Survey-No 111/1 admeasuring	1.63	31-03-1971	Limited	Industries Limited
		107489 Sq. Mt., Sancoale, Goa				pending.
11		Survey No 189/1 admeasuring 53292 Sq. Mt., Sancoale, Goa	-	31-03-1971
12		Survey No 190/1 admeasuring 157134 Sq. Mt., Sancoale, Goa	-	31-03-1971
13		Flat-101,The Beach Village, Sancoale Village, Mormugao Taluka, Goa	41.09	23-03-2011
14		Office 8, 9, 10, 2nd Floor, Vernekar Plaza, CTS 162/17AI, 162/17A2, 162/17A3, Deshpande Nagar, Hubbli, Karnataka	42.98	10-07-2007
15		Commercial Office No.1, 4th Floor, The Forum, Plot No. 9, S. No. 63/2B, Parvati Village, Pune, Maharashtra	144.47	23-04-2007

d) The Company has not revalued its property, plant and equipment (including right of use assets) or intangible assets or both during the year.

(e) There are no proceedings initiated or are pending against the company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

ii a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion the coverage and procedure of such verification by the management is appropriate; no discrepancies of 10% or more in the aggregate for each class of inventories were noticed on physical verification.

b) The Company has been sanctioned working capital limits in excess of Rupees five crore in aggregate from banks during the year on the basis of security of current assets of the Company. The quarterly returns / statements filed by the Company with such banks are not in agreement with the books of accounts of the Company. The details of such differences along-with reasons are provided in Note No. 51(g) of the accompanying standalone financial statements and reproduced as below:

Quarter ended	Particulars of Security Provided	Amount as per books	Amount as per quarterly return / statement	Amount of difference	Reason for material discrepancy
June 2022	Hypothecation Charge	21,793.77	21644.09	149.68	The stock valuation for the
September 2022	on entire Current	10,749.73	10,990.04	(240.31)	purpose of books is done at
December 2022	Assets and Charge on	13,150.68	13144.79	5.89	lower of cost or Net realisable
March 2023	pledge of finished, W.I.P goods, Raw Material and additional charge on land ,Building and plant and machinery.	26,643.29	25,346.73	1296.56	value, whereas for the purpose of stock statement, it is taken as lower of previous months sales or average selling price of previous 3 months.

iii. The Company has made investments, provided guarantees or security and granted loans or advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties during the year, in respect of which:

(a) The Company has provided loans or stood guarantee or provided security as follows:

Particulars	Loans Given	Guarantees Given	Security Given in connection with
			a loan
Aggregate amount granted/ provided during the year
• Subsidiaries	6,426.39	14,178.00	26,373.78
• Joint Ventures	300.00	263.00	-
• Associates	-	-	-
• Others	-	-	-
Balance outstanding as at balance sheet date in respect of above cases
• Subsidiaries	21,841.83	34,178.00	96,163.42
• Joint Ventures	200.00	2,013.00	-
• Associates	30,000.00	-	-
• Others	-	-	-

(b) During the year, the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans, guarantees provided and security given are not prejudicial to the companys interest.

(c) The schedule of repayment of principal and payment of interest of all the loans have been stipulated (also refer iii(e) below). The repayments or receipts are regular.

(d) There are no loans or advances in the nature of loans wherein amounts are overdue for more than 90 days.

(e) Following loans have been renewed or extended or fresh loans granted to settle the overdues of existing loans:-

Name of the parties	Aggregate amount of Percentage* of the
	overdues of existing loans aggregate to the total loans
	renewed or extended or or advances in the nature
	settled by fresh loans of loans granted during the
	year
Zuari Agro Chemicals Limited	22,550.00 85.50%
(f) The company has not granted any loans or advances	and records have been maintained. We have not, however,
in the nature of loans either repayable on demand or	made a detailed examination of the records with a view to
without specifying any terms or period of repayment.	determine whether they are accurate and complete.
iv. The Company has complied with the provisions of Section	vii In respect of statutory dues
185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, to the extent applicable.	a) In our opinion, the Company has been generally regular in depositing undisputed statutory dues
	including goods and services tax (GST), provident
v The Company has neither accepted any deposits from	fund, employees state insurance, income tax, sales
the public nor accepted any amounts which are deemed	tax, service tax, duty of customs, excise duty and
deposits within the meanings of sections 73 to 76 of	value added tax and other material statutory dues
the Act and the Rules framed thereunder. Hence, the	with the appropriate authorities. There were no
provisions of clause 3(v) of the Order are not applicable.	arrears of undisputed statutory dues as at 31st March,
vi We have broadly reviewed the books of accounts maintained by the Company, pursuant to rules made by the Central	2023, which were outstanding for a period of more than six months from the date they became payable.
Government for the maintenance of cost records under	b) Details of disputed statutory dues referred to in sub-
clause (1) of section 148 of the Companies Act, 2013 and	clause (a) above which not been deposited as on 31st
are of the opinion that prima facie, the prescribed accounts	March, 2023 on account of disputes are given below:

 

Name of statute	Nature of dues	Amount (INR		Amount paid	Period to which		Forum where dispute is
		in lacs)		under Protest	the amount		Pending
				(INR In lacs)	relates (FY)
	Income tax	40.77		Nil	1994-95		Honble Supreme Court
	Income tax	40.77		Nil	1995-96		Honble Supreme Court
	Income tax	31.02		Nil	1997-98		Honble Supreme Court
		346.62		Nil			Commissioner of Income Tax
	Income tax				1999-00		(Appeals)
		40.34		Nil			Honble Supreme Court
	Income tax	5,156.14		Nil	2000-01		Honble High Court of Bombay
	Income tax	74.38		Nil	2001-02		Commissioner of Income Tax (Appeals)
	Income tax	256.74		256.74	2006-07		Commissioner of Income Tax (Appeals)
	Income tax	469.24		Nil	2007-08		Honble High Court of Bombay
	Income tax	331.79		Nil	2008-09		Honble High Court of Bombay
Income Tax Act, 1961	Income tax	436.67		Nil	2009-10		Honble High Court of Bombay
	Income tax	360.00		Nil	2010-11		Honble High Court of Bombay
	Income tax	718.50		718.50	2011-12		Commissioner of Income Tax (Appeals)
	Income tax	79.27		79.27	2012-13		Commissioner of Income Tax (Appeals)
	Income tax	80.00		51.27	2013-14		Commissioner of Income Tax (Appeals)
	Income tax	268.80		356.47	2015-16		Commissioner of Income Tax (Appeals)
	Income tax	328.34		202.51	2016-17		Commissioner of Income Tax (Appeals)
	Income tax	575.36		20.60	2017-18		Commissioner of Income Tax (Appeals)
	Income tax	20.36		-	2017-18		Commissioner of Income Tax (Appeals)
Name of statute	Nature of dues		Amount (INR	Amount paid	Period to which	Forum where dispute is
			in lacs)	under Protest	the amount	Pending
				(INR In lacs)	relates (FY)
Finance Act, 1994	Disallowance of CENVAT Credit on		3.29	0.12	FY 2011-12	Customs Excise and Service Tax Appellate Tribunal, Allahabad
			8.65	4.32	FY 2007-08	Commissioner Appeals, Lucknow
	input services		7.66	3.62	FY 2000-01, 2003-04 & 2005-06	High Court, Lucknow
Wealth Tax Act, 1957	Wealth tax		565.78	283.00	2005-06 to 2009-10	Commissioner of Income Tax (Appeals)

viii The Company has not surrendered or disclosed any transaction, previously not recorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961 as income, during the year.

ix a) The Company has not defaulted in repayment of

loans or other borrowings or in the payment of interest thereon to any lender.

b) The Company is not declared willful defaulter by any bank or financial institution or government or any government authority.

c) Term loans were applied for the purpose for which the loans were obtained.

d) On the overall examination of the standalone financial statements of the Company, no funds raised on short term basis have been used for long term purpose by the Company.

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 venture.

f) The company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies as per details are as follows. Further, the company has not defaulted in repayment of such loans

Nature of the loan taken	Name of Lender	Amount of loan (Rs in lakhs)	Name of the subsidiary, joint venture, associate	Relationship	Details of security pledged	Remarks
Short term loan	Anand Rathi Global Finance Ltd	4000.00	Simon India Ltd	Subsidiary	22,00,000 equity shares of Chambal Fertilizers and Chemicals Ltd

x (a) The Company has not raised any money by way of

initial public offer, further public offer (including debt instruments) during the year. Hence reporting under clause 3(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. Hence reporting under clause 3(x)(b) of the Order is not applicable.

xi (a) No case of fraud by the Company or on the Company

has been noticed or reported during the year under audit.

(b) During the year, no report under section 143(12) of section 143 of the Companies Act has been filed by the auditors in the Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) The Company has not received any whistle blower complaints during the year.

xii The Company is not a Nidhi Company. Hence, reporting under clause 3(xii) of the Order are not applicable.

xiii According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act wherever applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv a) Independent firm of chartered accountants have

been engaged to carry out internal audit during the year. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

b) We have considered, the internal audit report for the period under audit, issued to the Company during the year and till date.

xv In our opinion, during the year, the Company has not entered into any non-cash transactions with directors

or persons connected with him. Hence, reporting under clause 3(xv) of the Order are not applicable.

xvi 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 are not applicable.

(d) There is one Core Investment Company (CIC) as a part of Group which is not required to be registered with Reserve Bank of India. We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

xvii The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xviii There has been no resignation of the statutory auditors during the year. Hence reporting under clause 3 (xviii) of the Order is not applicable.

xix 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, our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that company is 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 has fully spent the required amount towards Corporate Social Responsibility (CSR) and there is no unspent amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub section (6) of section 135 of Companies Act. Hence reporting under clause 3 (xx) of the Order is not applicable for the year.

	For V. Sankar Aiyar & Co.
	Chartered Accountants
	ICAI Firm Regn. No. 109208W
	Sd/-
	Ajay Gupta.
	Partner
Place : Gurugram	Membership No.090104
Dated : 25th May 2023	ICAI UDIN-23090104BGXTMH7854