(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date) i. In respect of its fixed assets: a. The company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. b. The fixed assets are physically verified by the management according to a phased program designed to cover all the items over a period, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, a portion of the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such physical verification as informed by the management. However, no written report is available. c. Based on our examination of records and according to the information and explanations given to us, the company does not hold any immovable property and thus clause (i)(c) of the Order is not applicable to the company. d. Based on our examination of records and according to the information and explanations given to us, the
Company has not revalued any of its Property, Plant and Equipment and intangible assets during the year. e. No proceedings have been initiated during the year or are pending against the Company as at March 31,
2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. ii. In respect of Inventories: a. The management has conducted physical verification of inventory at reasonable intervals during the year, except for inventory lying with third parties and goods-in-transit. In our opinion, the coverage and procedure of such verification by the management is appropriate and no material discrepancies were noticed. b. The Company has not been sanctioned working capital limits in excess of 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable. iii. In our opinion and according to information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company. iv. As per the information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has not provided or granted any loans, investments, guarantees and securities during the year and thus paragraph 3(iv) of the Order is not applicable to the Company. v. In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company. vi. As per the information and explanations given to us, in respect of the class of industry in which the Company falls, the maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Therefore, the provisions of clause (Vi) of paragraph 3 of the Order are not applicable to the Company. 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 customs, duty of excise, Goods and Service Tax, cess and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above dues were in arrears, as at 31 March, 2025 for a period of more than six months from the date they became payable. b. According to the information and explanations given to us, there are no dues of income tax, goods and service tax, duty of customs, duty of excise which have not been deposited with the appropriate authorities on account of any dispute. viii. According to the information and explanation given to us, the company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961, as income during the year. Accordingly, reporting under clause 3(viii) of the order does not arise. ix. Reporting on Repayment and usage of Borrowings. a. According to the information and explanation given to us, the company has not defaulted in repayment of dues to bank / financial institutions. The Company has not taken loan from government or has no dues to debenture holders. Accordingly reporting under clause 3(ix)(a) of the order does not arise. b. According to the information and explanations given to us, the company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. c. According to the information and explanations given to us, the Company has not taken any term loans during the year. Accordingly, reporting under clause 3(ix)(c) of the order is not applicable. d. Based on our examination of records of the Company and according to the information and explanations given to us, the Company did not raise any funds during the year in the nature of loans or advances for short term purpose which were used for the long term purpose. Accordingly, reporting under clause 3(ix)(d) of the order does not arise.. e. Based on our examination of records of the Company and according to the information and explanations given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associate companies. Accordingly, reporting under clause 3(ix)(e) of the order does not arise. f. According to the information and explanations given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries companies. Accordingly, reporting under clause 3(ix)(f) of the order does not arise. x. Reporting on use of money raised through issue of own shares: a. The Company has not raised any moneys by way of initial public offer or further public offer (including debt) by the Company during the year. b. During the year the company has not issued shares on preferential basis and Accordingly, Reporting by the Company complied with the provision of section 62 of the Companies Act, 2013 does not arise. The Company has not made any private placement of shares or (fully or partly or optionally) convertible debentures during the year. xi. Reporting on Fraud: a. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management. b. During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government c. No whistle blower complaints has been received by the company during the year while determining the nature, timing and extent of audit procedures. xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company. xiii. As per the information and explanation given to us, all transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act, where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards. xiv. Internal audit. a. In our opinion and based on our examination, 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 of the company, for the year under audit, issued till the date of this audit report. xv. The Company has not entered into any non-cash transactions with directors or persons connected with him.
Therefore, the provisions of clause (xv)(a), (b) and (c) of paragraph 3 of the Order are not applicable to the Company. xvi. Reporting on Registration u/s 45-IA of RBI Act. a. As per the information and explanation given to us, the Company is not required to be registered under
Section 45-IA of the Reserve Bank of India Act, 1934. 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. Based on our examination of the records and according to the information and explanation given to us, the
Company has not incurred cash losses during the financial year and in the immediately preceding financial year. xviii. There has been no resignation of the statutory auditors of the Company during the year. Accordingly reporting under clause 3(xviii) of the order does not arise. xix. On the basis of the financial ratios, ageing and expected dates of realization 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. xx. Reporting on CSR compliance. a. Since the Companies net worth is less than five hundred crores rupees, turnover less than one thousand crores rupees and net profit less than five crores rupees during the financial year since the provisions of section 135 of the Act are not applicable to the company, Therefore, the provisions of clause (xx) of paragraph 3 of the Order are not applicable to the Company.
FOR N.K. JALAN & CO. CHARTERED ACCOUNTANTS FIRM REG. NO. 104019W
PLACE: MUMBAI Sd/-
DATED: 30/05/2025 (N.K. JALAN) PROPRIETOR UDIN: 25011878BMIBVQ6558 Membership No. 011878
Annexure 2 to the Independent Auditors Report
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report of even date) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of AVI PRODUCTS INDIA LIMITED ("the Company") as of 31st March, 2025 in conjunction with our audit of the Ind AS 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 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 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 (the "Guidance Note") and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the 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 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 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
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.
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 at 31st March, 2025, 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 ICAI. Our opinion is not modified in respect of this matter. FOR N.K. JALAN & CO. CHARTERED ACCOUNTANTS FIRM REG. NO. 104019W
PLACE: MUMBAI Sd/-
DATED: 30/05/2025 (N.K. JALAN) PROPRIETOR UDIN: 25011878BMIBVQ6558 Membership No. 011878
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