avro india ltd share price Auditors report

To the Members of AVRO India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of AVRO India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its profit (financial performance including comprehensive income), changes in equity and its cash flows 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 (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 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 opinion.

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. For each matter below, description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How our audit addressed the
	Key Audit Matter
1. Contingent Liabilities
There are a number of litigations pending before various forums against the Company and the managements judgment is required for estimating the amount to be disclosed as contingent liability.	We have obtained an understanding of the Companys internal instructions and procedures in respect of estimation and disclosure of contingent liabilities and adopted the following audit procedures:
We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgment in interpreting the cases and it may be subject to management bias.	• understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases;
	• discussed with the management regarding any material developments thereto and latest status of legal matters;
(Refer Note 2.26 (a) to the Standalone Financial Statements, read with the Accounting Policy 1(E.17))	• read various correspondences and related documents pertaining to litigation cases and relevant external legal opinions obtained by the management and performed substantive procedures on calculations supporting the disclosure of contingent liabilities;
	• examined managements judgments and assessments in respect of whether provisions are required;
	• considered the management assessments of those matters that are not disclosed as contingent liability since the probability of material outflow is considered to be remote;
	• reviewed the adequacy and completeness of disclosures; Based on the above procedures performed, the estimation and disclosures of contingent liabilities are considered to be adequate and reasonable.
2. Revenue Recognition:
The Company recognises revenue from sale of goods when control of the goods has been transferred and when there are no longer any unfulfilled obligations to the customer and the amount of revenue can be measured reliably and recovery of the consideration is probable.	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
	o Evaluating the Companys accounting policies for revenue recognition, in terms of applicable accounting standards.
The timing of revenue recognition is relevant to the reported performance of the Company.
The management considers revenue as a key measure for evaluation of performance.	o Testing the design, implementation and operating effectiveness of the Companys general IT controls and Key IT/manual controls.
(Refer Note 2.18 to the Standalone Financial Statements, read with the Accounting Policy 1(E.12))	These are in respect of the Companys controls which govern timing of recognition of revenue including creation of new customers in system.
	o Tested, by selecting statistical samples, underlying documentation and records i.e., invoices, and receipts for sales transactions recorded throughout the year and at year end to determine the existence of revenue.
	o Tested, by selecting statistical samples, the underlying documentation related to credit notes such as invoices and sales return.
	o Performing cut - off procedures at year end by verifying underlying invoices and the transit time to deliver the goods and its revenue recognition.

Emphasis of Matter

We draw attention to the following notes to standalone financial statements:

Note no. 2.26(3) to the standalone financial statements which states that the Prayag Polytech Private Limited filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 against the Company i.e. Avro India Limited (formerly known as Avon Moldplast Limited) on August 08, 2019 with Honble National Company Law Tribunal, Allahabad Bench, Prayagraj ("NCLT") for a claim of Rs 9.21 lakhs along with interest @ 24% p.a. as on February 28, 2019 amounting to Rs 12.65 lakhs against the supply of raw material in financial year 2017-18. However, the Company made a counter claim of Rs 17.64 lakhs due to supply of inferior quality of raw materials which was authenticated by authorized representative of M/s Prayag Polytech Private Limited vide letter dated August 11, 2017. The Honble Bench of NCLT, Allahabad vide its order dated 13^th June, 2022 admitted the application CP (IB) No. 312/ALD/2019 under Section 9 of the Insolvency and Bankruptcy Code, 2016 and initiated the Corporate Insolvency Resolution Process against the Company and appointed Mr. Parag Singhal as Interim Resolution Professional. Consequent on settlement in full and final vide settlement agreement dated 15^th June, 2022, Honble National Company Law Appellate Tribunal, Delhi ("NCLAT") vide its order dated 22^th June, 2022 granted Interim Stay against the implementation of impugned order of Honble NCLT. The Honble NCLT, Allahabad Bench, Prayagraj vide its order dated 06^th July, 2022 disposed the application CP (IB) No. 312/ALD/2019 in response to application IA No. 181/2022 filed by Interim Resolution Professional for withdrawn of CIRP proceedings against the Company. The application stood dismissed as withdrawn and Interim Resolution Professional was discharged and Company was released from rigours of law and allowed to function independently through Board of Directors. As on March 31, 2023, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.Note no. 2.26(5) to the standalone financial statements which states that Company has filed a case against National Insurance Company Limited on January 17, 2009 seeking recovery of an amount with damages. The Company had suffered financial loss due to a fire and insurance company paid the some amount. However, the insurance company did not pay the complete amount and no explanation was offered for unreasonable deductions, therefore present complaint was filed before the consumer court. The last date of hearing was 03.05.2023. The order has been reserved in the matter.Note no. 2.26(9) to the standalone financial statements which states that Mrs. Anita Aggarwal, Director and the Company through its Power of Attorney filed the suit for permanent Injunction against M/s Radha Plastic Industries & its Proprietor Mr. Raj Kumar for infringement of design 286049 and consequential reliefs under Section 25 of the Design Act, 2000 in district court of Ludhiana for amount of Rs 5.00 lakhs. On 17.09.2021, the Court granted temporary Injunction against the infringement of design till the next date of hearing. The reply to the application under Order 39 Rule 4 CPC for setting aside the interim order dated17.09.2021 was not filed. The next date of hearing is 11.05.2023.Note no. 2.26(10) to the standalone financial statements which states that the Director of the Company through its Power of Attorney filed the application under Order 39 rule 1 & 2 read with Section 151 of the Code of Civil Procedure,1907 for temporary Injunction against M/s Century Mouldings Pvt. Ltd and Moonstar Furnitures with respect to infringement of Design no. 286049 in district Court of Surat on January 21, 2020. The damage of Rs 25.00 lakhs was claimed. On 26.03.2021, the matter was transferred to Honble High Court of Gujarat and is pending for hearing.

Our opinion is not modified in respect of these matters.

Information Other than the Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the Corporate Governance report, and the information included in the Annual Report including annexures, Management Discussion and Analysis and other Company related information but does not include the standalone financial statements and our auditors report which are expected to be made available to us after the date of this auditors report

Our opinion on the Standalone financial statements does not cover the other information and we do not and will 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and appropriate actions, if required.

Responsibilities of management and those charged with governance for the Standalone Financial Statements

The Companys Board of Directors are 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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, 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 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 Companys financial reporting process.

Auditors Responsibilities for the Audit of the 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 skepticism 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 controls 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the said 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 Changes in Equity and the Statement of Cash Flows 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 prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

e) On the basis of the written representations received from the directors as on March 31^st, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31^st, 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 with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

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 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations in its Financial position in its Standalone Financial Statements – Refer Note No. 2.26 (1)(a) to the Standalone Financial Statements.

ii) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March, 2023.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 or on behalf of the Ultimate Beneficiaries.

b) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note no. 2.26 (44) (xi) to the accounts, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entities (funding parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause iv (a) 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, as disclosed in the note no. 2.26 (44) (xi) to the accounts, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person (s) or entity (ies) including foreign entities (intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, directly or indirectly lend or and iv (b) contain any material misstatement.

v) The Company has neither declared nor paid any dividend during the year

vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1 April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

For S A A R K AND CO Chartered Accountants

FRN: 021758N

Sd/-

CA (Dr.) S. K. Lal Partner M. No.: 509185

UDIN: 23509185BGYOJS7233

Place: Ghaziabad

Date: May 23, 2023

"ANNEXURE A"

TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements section of our report to the members of AVRO India Limited on the standalone financial statements for the year ended March, 31, 2023.

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

(i) (a) (A) The Company has maintained records showing full particulars, including quantitative details, situation of Property, Plant and Equipment. However, the fixed assets register is under updation.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The property, plant and equipment have been physically verified by the management during the year in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the property, plant and equipment at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of the immovable properties disclosed in the financial statements are held in the name of the Company except for the following which is not held in the name of the Company:

Description of Property	Gross Carrying value (Rs In Lakhs)	Title deed held in name of	Whether title deed hold is a promoter, director or relative of promoter or employee of promoter	Property held since which date	Reason for not being held in the name of the Company
Leasehold Land	561.86	Avon Moldplast Private Limited	Mr. Sushil Kumar Aggarwal (Promoter & Director)	30.11.2002	The Company is taking appropriate step for completion of legal formalities.

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

Accordingly, the provision of clause (i) (d) of the Order are not applicable.

(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 inventory has been physically verified by the management during the year. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate. No discrepancies of 10% or more in aggregate for each class of inventory has been noticed.

ii. (b) According to the information and explanation given by the management and to the best of our information, the company has been sanctioned working capital limits in excess of Rs 5 Crore, in aggregate, from IDFC First Bank on the basis of primary security by way of hypothecation of current assets including stocks, book debts and movable fixed assets of the Company and Collateral on property situated at A-7/36-39, south of GT Road

Industrial Area, Ghaziabad, U.P. and Plot No. C-19, UPSIDC, Masuri Gulawthi, Tehsil- Dhaulana, Distt- Hapur, U.P. Owned by Company M/s. AVRO India Limited. Further, Collateral on property situated at Plot No. 28-32, UPSIDC, Masuri Gulawthi Road, Tehsil- Dhaulana, Distt- Hapur, U.P and Plot No. 17, 18, 25, UPSIDC, Masuri Gulawthi Road, Tehsil- Dhaulana, Distt- Hapur, U.P owned by M/s. Bonita Furniture Private Limited.

Further, the facilities have been secured by Unconditional and Irrevocable personal guarantee of Mr. Sushil Kumar Aggarwal, Mr. Sahil Aggarwal and Mrs. Anita Aggarwal, Directors of the company and Corporate Guarantee given by M/s. Bonita Furniture Private Limited.

(iii) (a) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or provided security to any other entity during the year, and hence reporting under clause (iii)(a) of the Order is not applicable.

(b) The Company has not made investments, provided guarantees or security and granted loans and advances in the nature of loans to companies, firms,

Limited Liability Partnerships or any other parties and hence not commented upon.

(c) The Company has not granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties.

Accordingly, the requirement to report on clause (iii) (c) to (iii)(f) of the Order is not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, the Company has neither provided any loans to directors or to any other person in whom the director is interested or given any guarantee or provided any security in connection with loan under Section 185, nor given any loans and made investments under Section 186 of the Act, hence, the provisions of Section 185 and 186 are not applicable to the Company.

(v) The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause (v) of the Order is not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act in respect of its manufactured goods and services provided by it and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

(vii) (a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Cess and any other statutory dues, applicable to it, with the appropriate authorities.

There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Cess and any other statutory dues in arrears as at March 31, 2023 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and on the basis of our examination of the records of the Company, there are no statutory dues required to be deposited on account of any dispute.

(viii) 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 (43 of 1961) as income during the year. Accordingly, the requirement to report on Clause (viii) of the Order is not applicable to the Company.

(ix) (a) In our opinion, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) To the best of our knowledge the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term purposes 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, joint ventures or associates.

(f) The company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(x) (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 (x)(a) of the Order 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 under clause (x) (b) of the order is not applicable.

(xi) (a) No fraud by the Company and no material fraud on the Company has been noticed or reported 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, 2014 with the Central Government, during the year and upto the date of this report.

(c) There are no whistle blower complaints received by the Company during the year, hence, reporting under clause (xi)(c) of the Order is not applicable to the Company.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii)(a) to clause (xii)(c) of the Order is not applicable.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) (a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) The internal audit reports of the Company for the period under audit have been considered by us.

(xv) 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.

(xvi) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and is not a Core Investment Company

(CIC) as defined in the regulations made by the

Reserve Bank of India. Hence, reporting under clause

(xvi)(a) to clause (xvi)(d) of the Order is not applicable.

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

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on clause (xviii) of the Order is not applicable to the Company.

(xix) On the basis of the financial ratios disclosed in note no. 2.26 (44) (xv) to the financial statements, 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.

(xx) In our opinion, the provisions of the Section 135 of the Companies Act 2013 are not applicable to the Company and accordingly Clause (xx)(a) and Clause (xx)(b) is not applicable to the Company.

For S A A R K AND CO Chartered Accountants

FRN: 021758N

Sd/-

CA (Dr.) S. K. Lal Partner M. No.: 509185

UDIN: 23509185BGYOJS7233

Place: Ghaziabad

Date: May 23, 2023

"ANNEXURE B"

TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of AVRO India Limited on Standalone Financial Statements for the year ended March 31, 2023.

Report on the Internal Financial Controls Over Financial Reporting with reference to the standalone financial statements 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 with reference to the standalone financial statements of AVRO India Limited ("the company") as on 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 financial 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 with reference to the standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial control an, both issues 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 with reference to the standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting with reference to the standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting with reference to the standalone financial statements included obtaining an understanding of internal financial controls over financial reporting with reference to the standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, 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 with reference to the standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting with reference to the standalone financial statements

A companys internal financial controls over financial reporting with reference to the standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls over financial reporting with reference to the standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of 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 with reference to the standalone financial statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to the standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to the standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to the standalone financial statements 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, to the best of our information and according to the explanations given to us, the company has, in all material respects, adequate internal financial control system over financial reporting with reference to the standalone financial statements and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the internal financial 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.

For S A A R K AND CO Chartered Accountants

FRN: 021758N

Sd/-

CA (Dr.) S. K. Lal Partner M. No.: 509185

UDIN: 23509185BGYOJS7233

Place: Ghaziabad

Date: May 23, 2023