chowgule steamships ltd Auditors report


TO ThE mEmBERS OF

ChOWGULE STEAmShIPS LImITED

REPORT On ThE AUDIT OF ThE STAnDALOnE FInAnCIAL STATEmEnTS

OPInIOn

We have audited the accompanying standalone IndAS financial statements of Chowgule Steamships Limited ("the Company"), which comprise the Balance Sheet as at 31-mar-2023, and the Statement of Profit and Loss, Statement of Changes in Equity and Cash Flow Statement for the year then ended, and notes to Standalone IndAS 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 IndAS financial statements give the information required by 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 31-mar-2023, and Profit, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPInIOn

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone IndAS 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 IndAS 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 IndAS financial statements of the current period. These matters were addressed in the context of our audit of the Standalone IndAS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

S no

Key Audit matter

Auditors Response

1

Transactions with Related Parties

Principal Audit Approach

The company in its course of operations has entered into several transactions with related parties.

Our Audit approach included the following-

Confirming the regulatory requirements for the identification of related parties and reporting of transactions with these related parties.

The identification of these related parties, transactions entered into with them and the determination of arms length price involves significant judgement and estimates.

Evaluation and testing of the design of internal controls and the secretarial process followed for identification of related parties, transactions with them.

Refer Note 34 forming part of Standalone IndAS financial statements

Evaluation management judgements regarding determination of arms length price for transactions with related parties.

Review of relevant agreements / contracts, evaluate the business rationale for the related party transaction and evaluating whether such evidence is consistent with managements explanations.

2

Evaluation of uncertain tax positions

Principal Audit Approach

The company has uncertain tax positions including matters under long litigations

Our Audit approach included the following-

Obtained the status of all the direct and indirect tax litigations including pending assessments and demands from the company.

Refer Note 26 forming part of Standalone IndAS financial statements

Analyzed the managements underlying assumptions in estimating the tax provisions and the possible outcome of the disputes.

InFORmATIOn OThER ThAn ThE STAnDALOnE InDAS 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 information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone IndAS financial statements and our Auditors Report thereon. The Directors report including its annexures and corporate governance and shareholders information is expected to be made available to us after the date of this Auditors Report. Our opinion on the standalone IndAS 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 IndAS 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 IndAS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. mAnAGEmEnTS RESPOnSIBILITY FOR ThE STAnDALOnE InDAS FInAnCIAL STATEmEnTS -

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone IndAS financial statements that give a true and fair view of the financial position, financial performance, Changes in Equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone IndAS 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 IndAS 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. Those in the Board of Directors are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPOnSIBILITIES FOR ThE AUDIT OF ThE STAnDALOnE InDAS FInAnCIAL STATEmEnTS

Our responsibility is to express an opinion on these standalone IndAS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone IndAS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone IndAS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone IndAS financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone IndAS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the standalone IndAS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the standalone IndAS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone IndAS financial statements. Our objectives are to obtain reasonable assurance about whether the Standalone IndAS 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 IndAS 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 IndAS 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 IndAS 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 IndAS financial statements, including the disclosures, and whether the Standalone IndAS 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 IndAS 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. Materiality is the magnitude of misstatements in the standalone IndAS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone IndAS financial statements may be influenced. We consider quantitative factors in-

planning the scope of our audit work and in evaluating the results of our work; and,

to evaluate the effect of any identified misstatements in the standalone IndAS financial statements.

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 purpose of our audit;

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

(c) There being no branch of the company, this clause is not applicable.

(d) The Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

(e) In our opinion, the aforesaid standalone IndAS financial statements comply with the Accounting Standards specified under section 133 of The Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) In our opinion, the following matters may have an adverse effect on the functioning of the Company.

Note No 5 forming part of the standalone IndAS financial statements, regarding the waiver of Interest of R 192.13 s(in Lakhs) on loans given, based on request received from respective borrowers, not complying with section 186(7) of the Companies Act, 2013. and the audit trail feature should not be tampered with and the audit trail should be preserved by the company as per the statutory requirements for record retention. Hence reporting is not applicable for the current financial year.

3. With respect to the matter to be included in the Auditors Report under Sec 197(16) of the Companies Act, 2013.

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 read with Schedule V of the Act.

4. In our opinion, as required by the Companies (Auditors Report) Order, 2020 (hereinafter referred to as "the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, and on the basis of such checks of the books and documents of the company as we considered appropriate, and according to the information and explanations given to us during the course of our Audit, we give in the Annexure ‘B‘ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable to the Company

For m. n. Choksi & Co. LLP

Chartered Accountants

FRN 101899W/W100812

CA m. n. Choksi
Designated Partner
Membership Number 041224
UDIN: 23041224BGSUZC9483
Place: Thane
Dated: 12-May-2023

AnnExURE ‘A TO ThE InDEPEnDEnT AUDITORS REPORT

(REFERRED TO In PARAGRAPh 1(I) UnDER ‘ REPORT On OThER LEGAL AnD REGULATORY REqUIREmEnT OF OUR REPORT OF EVEn DATE) REPORT On InTERnAL FInAnCIAL COnTROLS OVER FInAnCIAL REPORTInG

Report on the Internal financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We were engaged to audit the internal financial controls over financial reporting of Chowgule Steamships Limited ("the Company") as of 31-mar-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 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. 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 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 authorizations of management and directors of the company; and 3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the standalone 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, to the best of our information and according to the explanations given to us, the Company has, except for strengthening of process of financial closure at the year end, 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 31-Mar-2023, 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.

For m. n. Choksi & Co. LLP

Chartered Accountants

FRN 101899W/W100812

CA m. n. Choksi
Designated Partner
Membership Number 041224
UDIN: 23041224BGSUZC9483
Place: Thane
Dated: 12-May-2023

AnnExURE ‘B TO ThE InDEPEnDEnT AUDITORS REPORT

(REFERRED TO In PARAGRAPh 4 UnDER ‘REPORT On OThER LEGAL AnD REGULATORY REqUIREmEnT OF OUR REPORT OF EVEn DATE) REPORT UnDER COmPAnIES (AUDITORS REPORT) ORDER, 2020

To the members of

Chowgule Steamships Limited on the Standalone Financial Statements for the year ended 31-mar-2023.

(i) Property, Plant and Equipment and Intangible Assets:-

(a) Records

(A) According to the information and explanations given to us and on the basis of the records examined by us, the company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company does not have any intangible assets.

(b) Physical Verification

1. The Property, Plant and Equipment have been physically verified during the year by the management 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.

2. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) Immovable Properties

According to the information and explanations given to us and on the basis of the records examined by us and based on the examination of the registered sale deeds / transfer deeds / conveyance deeds provided to us, we report that, the title deeds, comprising of all the immovable properties of land and buildings which are freehold (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.

(d) Revaluation

1. According to the information and explanations given to us and on the basis of records examined by us, the Company has not revalued any of its Property, Plant and Equipment (including right-of-use of asset).

2. The company does not have any intangible assets hence there is no question of their revaluation.

(e) Benami Property

According to the information and explanations given to us and on the basis of records examined by us, no proceedings have been initiated during the year or are pending against the Company as at 31-mar-2023 for holding any benami property under the Prohibition of Benami Transactions Act, 1988 (45 of 1988) (as amended in 2016) and rules made thereunder.

(ii) Inventory:-

According to the information and explanations given to us and on the basis of the records examined by us, the Company does not have any inventory and hence reporting under clause (3)(ii)(a) and (b) of the Order is not applicable.

(iii) Loans, Investments, Guarantees, Security : -

According to the information and explanations given to us and based on the records examined by us the company has not made investment in, provided any guarantee or security to companies, firms, limited liability partnerships and other parties. According to the information and explanations given to us and on the basis of the records examined by us, the company has granted loans or advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships and other parties. (a) The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances to subsidiaries, joint ventures and associates and others is as follows –

Guarantees Securities Loans R in Lakhs Advances

Aggregate Amounts

1. Subsidiaries
2. Joint Venture
3. Associate 1500
4. Others 1258

Balance Outstanding

1. Subsidiaries
2. Joint Venture
3. Associate 1300
4. Others 1257

(b) According to the information and explanations given to us and on the basis of the records examined by us, and in our opinion, the Company has not made investments, provided any guarantee or security to companies, firms, limited liability partnerships and other parties, hence reporting under clause 3(iii)(b), is not applicable to that extent. According to the information and explanations given to us and on the basis of the records examined by us, the loans and advances so granted are repayable on demand and interest bearing, however no specific terms and conditions of repayment of principal and interest have been specified. As per the note no 5 forming part of the standalone financial statements the interest to the extent of R 192.13 lakhs (Previous Year R 56.23 lakhs) has been waived during the year, based on request received from respective borrowers, not complying with section 186(7). (c) In respect of the loans and advances in the nature of loans granted, according to the information and explanations given to us and on the basis of the records examined by us, the schedule of repayment of principal and payment of interest has not been stipulated. The interest for the year has been waived. Since the schedule of repayment of principal and payment of interest has not been stipulated, we are unable to comment on the regularity of the repayments of the principal amount and the interest thereof.

(d) According to the information and explanations given to us and on the basis of the records examined by us, in the absence of specific terms and conditions of repayment of principal we are unable to give our opinion on whether the loans so granted are overdue for more than ninety days. (e) According to the information and explanations given to us and on the basis of the records examined by us, in the absence of specific terms and conditions of repayment of principal we are unable to give our opinion on whether the loans have been renewed or extended or fresh loans granted to settle the overdue of existing loans of the same parties. (f) According to the information and explanations given to us and on the basis of the records examined by us, the company has granted loans or advances in the nature of loans that are either repayable on demand and without specifying any terms or period of repayment, referred to in Note No 5 forming part of the standalone financial statements -

S no

Type of Borrower

Outstanding R in Lakhs % to Total Loans and Advances

Total Loans R

2557 100%
1 Promoters 0 0%
2 Directors 0 0%
3 Key Managerial Personnel (KMP) 0 0%
4 Related Parties 1300 51%
5 Others 1257 49%

(iv) Loans, Investments, Guarantees and Securities :-

According to the information and explanations given to us and on the basis of the records examined by us, the Company has not made Investments or provided Guarantees and Security under the provisions of Section 185 and 186 of The Companies Act, 2013 and hence reporting under Clause 3 (iv) is not applicable to that extent.

According to the information and explanations given to us and on the basis of the records examined by us, the Company has granted Loans under contravention of the provisions of Section 185 and 186 of The Companies Act, 2013 as per the following details –

During the year the company has not granted any loan under section 185 of the Companies Act, 2013, however we are unable to give our opinion in respect of the similar compliance in respect of the outstanding balances of such loans.

Interest on the loans granted has been waived during the year, as per note no 5 forming part of the standalone financial statements, not complying with the provisions of section 186(7) of the Companies Act, 2013.

(v) Deposits:-

The Company has not accepted any deposits or amounts which are deemed to be deposits as per the provisions of the Companies Act, 2013, hence reporting under clause 3(v) is not applicable.

(vi) Cost Records:-

To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, in respect of the business activities carried out by the company. Hence reporting under 3(vi) of the Order is not applicable to the Company.

(vii) Statutory Dues: -

(a) According to the information and explanations given to us and on the basis of the records examined by us, the company has generally been regular in depositing undisputed statutory dues, including Goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, applicable to it, with the appropriate authorities. There were no arrears of such Statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of the records examined by us, there are no disputed statutory dues as mentioned in clause 3(vii)(a), which have not been deposited on account of disputes as on the last day of the financial period, except those specified below less amount paid under protest, as per Note No. 26 forming part of standalone financial statements: -

S. no.

name of the Statute

nature of Dues Forum where dispute is pending Period to which the amount relates Amount in dispute (R in Lakhs) Amount Unpaid (R in Lakhs)
1 Sales Tax, Tamil Nadu Sales Tax High Court F Y 1995-96 *237 190

(viii)Unrecorded Income:-

According to the information and explanations given to us, the Company did not have any transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(ix) Repayment:-

According to the information and explanations given to us and on the basis of the records examined by us, the company has not obtained loans or borrowings from any lender and hence question of default in repayment of its dues or in payment of interest thereon does not arise. Accordingly, the clause 3 (ix) of the order is not applicable.

(x) IPO/ FPO/ Preferential Allotment /Private Placement: -

According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) or preferential allotment or private placement of shares or convertible debentures(fully, partially or optionally convertible) during the year. Accordingly, the clause 3 (x) of the Order is not applicable.

(xi) Fraud :-

(a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the company and no material fraud on the company has been noticed or reported during the year.

(b) We, the auditors of the Company, have not filed any report with the Central Government under section 143 (12) of the Companies Act, 2013 in the ADT-4 Form as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014.

(c) As represented to us, by the management, the Company has not received any whistle-blower complaint during the year and upto the date of this report.

(xii) nidhi Company :-

In our opinion, and according to the information and explanations provided to us, the company is not a Nidhi Company hence this clause 3 (xii) of the Order is not applicable.

(xiii)Related Parties :-

In our opinion and according to the information and explanations provided to us, the company is in compliance with section 177 of the Companies Act, 2013.

According to the information and explanations provided to us and on the basis of our records examined by us, in our opinion the company has entered into transactions beyond the limits specified under section 188 of the Companies Act, 2013, subject to necessary compliances.

The details of the related party transactions have been disclosed in the financial statements as note no 34 forming part of the standalone financial statements.

(xiv) Internal Audit : -

(a) The company has an internal audit system commensurate with the size and nature of its business, however there is a need to increase the scope of the coverage and to setup a process for prompt implementation of the recommendations thereof. (b) The reports of the Internal Auditors for the period under audit were considered in determining the nature, timing and extent of our audit procedures.

(xv) non Cash Transactions: -

According to the information and explanations provided to us and on the basis of the records examined by us, the company has not entered into any non - cash transactions with its directors or persons connected with them, as provided in the section 192 of the Companies Act, 2013.

(xvi)RBI Registration/nBFC / CIC: -

(a) According to the information and explanations provided to us and on the basis of the records examined by us, the company is not required to be registered u/s 45-IA of the Reserve Bank of India Act, 1934. Hence reporting under clause 3(xvi)(a) is not applicable to the company. (b) According to the information and explanations provided to us and on the basis of the records examined by us, the company has not conducted any Non-Banking Financial or Housing Finance activities during the year. Hence reporting under clause 3(xvi) (a) is not applicable to the company. (c) According to the information and explanations provided to us and on the basis of the records examined by us, the company is not a core investment company (CIC) as defined in the regulations made by the Reserve Bank of India. Hence reporting under clause 3(xvi)(c) is not applicable to the company. (d) According to the information and explanations provided to us and on the basis of the records examined by us, in our opinion, the company is not a part of the Group having one or more core investment company (CIC). Hence reporting under clause 3(xvi)(d) is not applicable to the company.

(xvii)Cash Losses:-

The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year. Hence reporting under clause 3(xvii) of the Order is not applicable

(xviii) Resignation by Statutory Auditors:-

During the financial year under reporting there is a change in the auditors where the previous auditors have completed their term and new auditors have been appointed. We have taken into consideration the issues, objections and concerns raised by the outgoing auditors.

(xix)Going Concern:-

On the basis of the financial ratios disclosed in Note No 38 forming part of the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, and more particularly 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 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) Corporate Social Responsibility:-

The provisions of the section 135 of the Companies Act, 2013 are not applicable to the company, hence reporting under clause 3(xx) of the Order is not applicable.

(xxi)Consolidated Financial Statements :-

This is the report on the standalone financial statements of the company hence the reporting under clause 3(xxi) of the Order is not applicable.

For m. n. Choksi & Co. LLP

Chartered Accountants

FRN 101899W/W100812

CA m. n. Choksi
Designated Partner
Membership Number 041224
UDIN: 23041224BGSUZC9483
Place: Thane
Dated: 12-May-2023