gala global products ltd share price Auditors report

To

The Members of

GALA GLOBAL PRODUCTS LIMITED [CIN:L29109GJ2010PLC063243]

Ahmedabad

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the accompanying Financial Statements of GALA GLOBAL PRODUCTS LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement Of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and Notes to the Financial Statements, including a summary of Significant Accounting Policies and other Explanatory Information (hereinafter referred to as the "Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid 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 standards prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"), and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. Considerable payments made as advances to the supplier can be quantified subject to detailed investigation with the outcome of the future events only. As per the information and explanations provided to us, this matter is sub-judice at present. ECL Provisioning for the same will be done on the basis of a detailed investigation with the outcome of future events only. Only some amounts have been received back on this till the date of 31/03/2023 provided before us. The considerable value of the stock is subject to acceptance by a customer and can be quantified with the outcome of future events only. In light of the above, we are not in a position to quantify the effect on the Profit and Loss accounts and Balance Sheet of the company. Balances of Debtors, Creditors, Security Deposits, confirmation.

10?583;W/X

2. There is a major amount of stock and it is not possible to value the stock, especially in the light of the obsolescence possibility due to the nature of goods. In light of the above, we are not in a position to quantify the effect on the Profit and Loss accounts and Balance Sheet of the company. Ind AS 2 is not followed.

3. Ind AS adjustments are yet to be affected in the books. In light of this, we are not in a position to quantify the effect on the Profit and Loss accounts and Balance Sheet of the company.

4. During the year the company had made various transactions with the Director/s and other related parties. We are unable to verify whether such transactions were carried out at arms length price. With reference to the overall situation of the company, the company is running a current account with the Director/s and section 185 may be attracted, in spite of the fact that the prima-facie, the Director/s account is running in credit, as on 31/03/2023 as per data produced before us.

5. As required under Ind As 109, Financial Instruments, the company has not measured the loss allowance with regard to the provision of expected credit loss for a financial instrument. The trade receivables worth Rs. 19.22 crores are overdue for more than 365 days and trade receivables worth Rs. 17.01 crores are overdue for more than 180 days and they are subject to recovery,

6. As auditors, we observe the reasonable threat to the going concern status, even though visible efforts are seen to avert the threat.

7. As required under Ind AS 108, Operating Segments, the company has not reported the operating segment in respect of various segments. The company has entered into trading of many commodities other than paper like; Agro/ Plantation, Gold, Precious metals, etc.

8. The company carries Intangible assets worth Rs. 13 crores which are not amortized and are subject to valuation and we are not in a position to quantify.

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing {SAs), as 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 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 Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAls Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements.

Emphasis of Matters

1. We draw attention to the requirements of Ind AS 19 ? Employee Benefits have not been complied with. Based on the books of account and as per the explanations given by the management, the Company is in the process of finalization of structure for the employee benefits, and hence, there were no employees who were eligible for the benefits yet. Accordingly, Employee Benefits have not been provided in the financial statements as per the criteria defined by the Company.

2. We draw attention to the inability to pay income tax liabilities of Rs. audit

assessment of the company on the earlier due date as well as of till date^^^^^₉₅₈₃“^^^^

//l/ :&AG No WRO/510

3. The company is required to maintain cost records and required to be audited u/s 148 of the Companies Act, 2013. However, cost records have not been maintained as prescribed, nor the same has been audited as prescribed. Hence, we are unable to review the same.

4. Bank loan confirmations in statement form are provided but certification is pending in case of 31/03/2023.

5. As required under Section 138 of the Companies Act 2013 read with rule 13 of Companies (Accounts) Rules, 2014, every listed company is required to appoint Internal Auditor. However, the company has not appointed an Internal Auditor.

6. The Company has witnessed an en-block change in Directors which may be noted.

7. Various compliances of statutory requirements like; company law, PF, TDS, Income tax, etc; are subject to actual compliance as on 31/03/2023.

8. Balances of Debtors, Creditors, Security Deposits, etc; are subject to confirmation. Stock valuation are based on management evaluation and not audited.

9. Some mandatory disclosures as per Schedule III - Division II are not properly presented.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Financial Statements section of our report, including in relation to these matters, Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Financial Statements.

Sr. Key Audit Matter	Auditors Response
	Looking to nature of various modifications already reported in other
1 None	sections of this report, we believe that our relevant comments are
	appropriately reported. _?

Other Matter

1. The financial statement for the year ended March 31, 2022 have been audited by the predecessor auditor whose audit report dated May 28, 2022 has expressed unmodified opinion with Emphasis Matter para.

2. We draw attention to Note No.: 32 of the financial statements, as regards the managements evaluation of COVID-19s impact on the future performance of the company. To access the recoverability of certain assets, investments, and trade receivables, the company has considered internal and external information up to the date of this report in respect of the current and estimated future global including Indian economic indicators consequent to the global health pandemic. The actual impact of the pandemic may be different from that considered in assessing the recoverability of these assets.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Management and Board of Directors is responsible for 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 Financial Statements and our auditors report thereon.

Our opinion on the 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 Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the Financial Statements

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and the accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting recptdsr rdevafiMp the

preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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 Act, 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 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 Financial Statements, including the

disclosures, and whether the Financial Statements represent the underlying trans^etfefflFfmd^eagj^ in a manner that achieves fair presentation. ^

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, make 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 Financial Statements for the financial year ended March 31, 2023, and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

1. 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.

2. 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.

3. The companys balance sheet and the statement of profit and loss account, Other comprehensive income, Statement of changes in equity and cash flow statements dealt with by this report are in agreement with the books of account.

4. In our opinion, the aforesaid Ind AS financial statements, subject to the matters mentioned in the Basis for Qualified Opinion para above, comply with the Ind AS specified under Section 133 of the Act, read with relevant rules issued there under;

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

6. With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". ^==^7-7==^

7. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position as informed to us except that the company has issue on recovery of advances given.

ii. The Company does not have any long-term contracts, including derivative contracts having any material foreseeable losses,

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2023.

A. The Management has represented that, to the best of its knowledge and belief, 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 or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries except as mentioned above.

B. The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the tike on behalf of the Ultimate Beneficiaries except as mentioned above.

C. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under both sub-clauses mentioned above contain any material mis-statement.

iv. The company has not proposed or declared any dividend during the year.

v. 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 1st April, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Ruje5^_2014-4S-jiot applicable for the financial year ended 31st March, 2023.

8. In our opinion, the remuneration paid/provided by the Company for its directors and manager for the year ended March 31, 2023 is in accordance with provision of section 197 read with Schedule V to the Act.

2. As required by the Companies {Auditors Report) Order, 2020 {the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 8" a statement on the matters specified in paragraphs 3 and 4 of the Order.

H K Shah & Co.,

Chartered Accountants

FRN.: 109583W

K M Shah ^

Partner

M.No.: 014711

Place: Ahmedabad

Date: September 11,2023

UDIN: 23014711BGXGVK2074

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1(f) under Report on other legal and regulatory requirements section of our modified report of even date to the members of GALA GLOBAL PRODUCTS LIMITED

Report On The Internal Financial Controls With Reference To The Standalone Financial Statements Under Section 143(3)(i) Of The Act

We have audited the internal financial controls over financial reporting of the Company as of March 31,

2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the Company has, in all material respects, an adequate internal financial controls 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 control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Basis for Qualified Opinion

1. The company is in the process of outsourcing its internal audit process. Currently, there are no formal reports prepared by the review team, which suggests a lack of effective operation of system of internal controls over financial reporting during the year.

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. 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 the 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 of the Company 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requiremeh^ jwid perform the audit to obtain reasonable assurance about whether adequate fm^^tajecontrols^ \\

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 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 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.

For

H K Shah & Co.,

Chartered Accountants

FRN.: 109583W ^

K M Shah ^

Partner ^

M.No.: 014711

Place: Ahmedabad

Date: September 11,2023

UDIN: 23014711BGXGVK2074

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

{Referred to in paragraph 2 on Report on Other Legal and Regulatory Requirements of our report of

even date)

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

B) The Company has maintained proper records showing full particulars of intangible assets as disclosed in books of accounts.

(b) Property Plant and Equipment have been physically verified by the management during the year in accordance with a planned programme of verifying them over the period of three years which in our opinion is reasonable having regard to size of the company and nature of its assets and according to the information and explanation given to us, no material discrepancies were identified on such verification.

(c) According to the information and explanation given to us and on the basis of our examination of the records, property tax receipt, etc., the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note to the financial statements under Property, Plant and equipment are held in the name of the company as at the balance sheet date.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year and accordingly reporting under Clause 3 (i)(d) of the order is not applicable.

(e) According to the information and explanation given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year except for goods in transit and inventories lying with third parties. In our opinion, the frequency of verification by the management is reasonable. No discrepancies of 10% or more in aggregate for each class of inventory were noticed on such physical verification as confirmed by the management. Please refer our qualification in this regard.

(b) The Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year on the basis of security of current assets of the Company. We have not been provided with details of the quarterly returns/statements filed by the Company with such banks. Hence, we are unable to report under these clauses.

(iii) In our opinion according to the information and explanation given to us, during the previous

year, the Company has provided advances to suppliers in the nature of business for the purpose of tender which constitutes a large exposure of the company. The company has not provided any security to any other entity and there were no investmepts=ffl:i^rlQ3CMtees provided.

(iv) In our opinion and according to the information and explanations given to us, We have not been provided with compliance document with respect to section 185 and 186 of the Act, hence we are not able report under this clause.

(v) According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under. Accordingly reporting under Clause 3 (v) of the order is not applicable.

(vi) We have broadly reviewed the regular books of account maintained by the Company, however, the Company has not maintained records pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of paper products, and are of the opinion that prima facie, the specified accounts and records have not been made and maintained. We have not made a detailed examination of the same.

(vii) According to the information and explanations given to us and on the basis of examination of books of account of the Company, in our opinion:

(a) The Company is generally not regular in depositing with appropriate authorities undisputed statutory dues like income tax liabilities of previous year including Provident Fund, and other material statutory dues applicable to it.

Undisputed amounts payable in respect of aforesaid statutory dues outstanding as at 31 March 2023 for a period of more than six months from the date they became payable are as follows as informed to us.

(Rs. In Lakhs)
. Name of the Statute	Nature of the Dues	Amount (Rs.)	Period to which the amount relates	Due Date	Date of Payment
1. Income Tax	Income Tax	61.10	2020-21	Information not available	•
2. Income Tax	TDS Payable	2.10	Various period	Information not available	-

(b) There are no any statutory dues, as referred above, which have not been deposited on account of any dispute. However, there are outstanding demand from income tax department of Rs. 104.64 Lakhs in respect of various assessment years.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of accountJ^becj^s^ess^ents under the Income-tax Act, 1961 as income during the year.

//vXfrN 109583 \\

(ix) According to the information and explanations given to us:

(a) The company has not made any defaults in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year up to March 2023. Those after March 31, 2023 are not regular.

(b) The company has not been declared willful defaulter by the bank or financial institution or other Lender, as informed to us.

(c) The company had applied term loans for the purpose for which the loans were obtained except as mentioned in clause (iii).

(d) The company has not utilized the funds raised for short term basis for long term purpose except as mentioned in clause (iii).

(e) The company does not have any subsidiary, associate or joint venture and accordingly reporting under clause 3(ix)(e) is not applicable.

(f) The company does not have any subsidiary, associate or joint venture and accordingly reporting under clause 3(ix)(f) is not applicable.

(x) (a) The company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable.

(xi) (a) According to the information and explanations given to us, no fraud is noticed or reported during the year except as mentioned in clause (xi)(b) below.

(b) A report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules,

2014 with the Central Government on August 28^th, 2023.

(c) As informed to us by the management, there are no whistle blower complaints received by the company during the year.

(xii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is not a Nidhi Company. Accordingly, reporting under clause 3 (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, We are not provided with details required to ensure that all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.

to report compliance with section 177 and 188 of the Companies Acfe^xy^RN 109S83 \\

(xiv) In our opinion:

(a) The company does not have an internal audit system commensurate with the size and nature of its business.

(b) The Company is in the process of outsourcing its internal audit process. Currently, there are no formal reports prepared for review and our consideration, as informed to us.

(xv) In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) In our opinion,

(a) The Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) According to information and explanation given to us, the company has not conducted any Non-Banking Financial or Housing finance activities without obtained a valid certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) The Group does not have not more than one CIC as part of the Group. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

(xvii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, The Company has not incurred cash losses in current financial year or in immediately preceding financial year, subject to qualifications reported.

(xviii) According to the information and explanations given to us and on the basis of our examination of records of the Company, there has been resignation of statutory auditor during the year, and we have taken into consideration the issues, objections and concerns raised by the outgoing auditor. However, we have not been able to get details of "Online non skill gaming matter" mentioned in ADT-3, with a strong rebuttal of "Advance given for tender" to one "Unique Enterprise" in which recovery have staggered and are delayed. Only part payment has come. We are informed that further recovery are expected.

(xix) According to the information and explanations given to us and 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, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, we invite your attention to point no. 6 of the Basis of Qualified Opinion para of this report, which causes us to believe about a material uncertainty as mentioned in clause (iii) of this Annexure, exists as on the date ofjtber^udifefe^grt that the Company is not capable of meeting its liabilities, existing at feaTadle.^0Bf^s and

when they fall due within a period of one year from the ba)OTc^^^4^^Ro/5io\<^

(xx) In our opinion and according to the information and explanations given to us, the Company is not required to spent any amount towards the Corporate Social Responsibility as per Section 135 of the Companies Act, 2013. Accordingly, clause 3(xx) of the Order is not applicable.

(xxi) The company is not required to prepare consolidated financial statement. Accordingly, clause 3(xxi) of the order is not applicable.

For

H K Shah & Co.,

Chartered Accountants

FRN.: 109583W >

\r - 6

i M Shah ^

Partner

M.No.: 014711

Place: Ahmedabad

Date: September 11, 2023

UDIN: 23014711BGXGVK2074