GEE Ltd Auditor Reports

TO THE BOARD OF DIRECTORS OF

GEE LIMITED

Report on the Indian Accounting Standard (“Ind AS”) Financial Statements for the year ended 31st March, 2024

OPINION

We have audited the financial statements of GEE Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2024, and the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows 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, 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 Indian Accounting Standard prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) 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, 2024, the profit and total 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 financial statement 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 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 Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

EMPHASIS OF MATTER

We draw your attention to Note No. 55.3 of the financial statement which states that the balance in trade receivables, trade payable, other receivables, Loans & advances & deposits are subject to confirmation and reconciliation. The management however does not expect any material changes on account of confirmation/reconciliation.

We draw attention to Note No 55.1 that a petition was filed in NCLT, Mumbai Bench by Mr. Om Prakash Agarwal, Umesh Ramkishan Agarwal and Mrs. Payal Agarwal, the whole time directors vide case no. CP/306(MB) 2023 of oppression and mismanagement against the Company, as the consequence of this petition the Ld. Judge has postponed the holding of Annual General meeting for adoption of annual audited financial statement and refer the matter to Honble The Chief Justice (Retd.), Shri Ramesh Deokinandan Dhanuka for mediation by his order dated 21.12.2023. After providing sufficient time to both the parties to settle the internal family disputes and come to a mutual settlement between them but the same was failed.

Further, by way of the said order, the Tribunal has dismissed and disposed of the Company Application being CA No.92 of 2024 filed by the Petitioners. Further, the Tribunal reserved Company Application being CA No.504 of 2023 for orders and have directed to list the matter on 21st June, 2024.

In relation to the petition filed against the company before the National Company Law Tribunal, Mumbai Bench (“Tribunal”), alleging acts of oppression and mismanagement in the Company, the NCLT has, partly allowed the Company Application being CA No. 90 of 2024 filed by the Petitioners therein thereby appointing Mr. Pradip Kumar Das, Retired Banker, as a non-executive Chairman of the Board of Directors of the Company. Further, Annual General Meeting of the Company for Financial year 2022-2023 was held and successfully conducted under the Chairmanship of Mr. Pradip Kumar Das on 12th April, 2024.

Subsequently, the Petitioner of the above case have moved to National Company Law Appellate Principal Bench, New Delhi (NCLAT) against the order dated 09.05.2024 passed in CA 90 of 2024 & CA 92 of 2024 in CP No 306/MB/2023 & the Order dated 21.05.2024 passed in CA 504 of 2023 in CP No. 306/MB/2023. Further NCLAT has admitted the above petition by order dated 12th July, 2024.

Our audit opinion is not modified with respect to this matter.

KEY AUDIT MATTERS

Key audit matters (KAM) are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. 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.

Sr. No. Key Audit Matter	Auditors Response
1. Disputed excise duty matter Rs. 2.07 Crores
The Company had imported certain materials in the year 2008- 09 where the excise authorities had demanded Rs. 4.02 Crores. Under the instructions from excise authorities the Company reversed under protest Rs. 3.09 Crores CENVAT credit availed during 2008-09. Thereafter the company filed an appeal with CESTAT claiming refund of Rs. 2.07 Crores. The appeal has been finally heard in January 2019. Based on legal and subject matter expert views, the company expects considerable amount as relief in the above appeal case with CESTAT. The Assistant registrar CESTAT Mumbai has allowed the appeal in company favour via order dated 18.10.2022 subsequently revenue has filed an appeal to higher forum. (Refer Note No. 41 Contingent Liabilities and Commitments)	Our procedure in connection with companys claim regarding CENVAT Credit and refund of Rs. 2.07 Crores paid under protest involved examining the submissions made by the companys excise consultants. We also made independent enquiries with indirect tax experts who confirmed that this is a good case for contesting and they are of the opinion that the company can expect big relief in the matter.
	In light of the above, we assessed the adequacy of disclosures in financial statements.
2. The companys scrutiny assessment for assessment year 2016- 17 was completed in December 2018 and DCIT has raised tax demand of Rs. 70.96 lakhs against which the company has filed an appeal with CIT Appeals -1, Thane on 14th January, 2019. The DCIT has disallowed the companys claim in respect of long term capital gain from sale of flat (property held for sale in books of accounts). The tax departments contention is that the period of capital gain is to be calculated from the date of registration of purchase agreement of the flat and not from the date of allotment letter given by the builder. The companys tax consultant has opined that there are several precedents confirming the companys claim and that they can expect a favourable outcome in this appeal matter. (Refer Note No. 41 Contingent Liabilities and Commitments)	We have examined the grounds of appeal and statement of facts filed by the company with CIT Appeals -1, Thane in consultation with tax experts. We have also reviewed various judgments including High Court judgments which have gone against the revenue department in similar facts.
	There are few cases which have been determined in favour of the revenue department. The no. of judgments against the revenue department out-numbers the ones in their favour. We finally concluded that we should go by the Honorable Bombay High Court and ITAT decisions which have gone against the revenue department. In light of the above, the companys disclosure in this matter is adequate.
3. Company has reclassified the lease hold land of Rs. 61.24 crore from Property Plant & Equipment to Right to use Assets in Financial year 2022-2023.	Our Procedure consisted of evaluating management methodology & key assumptions and included following audit procedures
Leasehold land was stated at revalued amount on the basis of revaluation done in financial year 2016-2017. The Company has amortized the Right to use assets (Leasehold land) over the leftover useful life of the Assets on Straight Line Method (SLM). The amortization amount has been bifurcated on proportionate basis and amount of amortization on account of revaluation has been directly transferred to revaluation reserve and actual amortization on the cost is transferred to Statement of Profit & Loss account.	- Evaluated managements internal control and change in accounting policies to amortise the Right to use assets over the remaining useful life of the assets.
	- Verified the revaluation report on the basis of which the revaluation in lease assets have been conducted.
	- Evaluated whether management has taken proper control and legal parameters if any required while determining the balance useful life of Leased Assets.
	Verified whether the amortization is calculated on the basis of the identified parameters as calculated by the management.
4. Impairment of Trade Receivables;
Company has reversed the Provision for Doubtful Debts created in financial year prior to FY 2023-2024 which amounts to Rs. 2.07 crores and made a new provision for Doubtful Debt amounting to Rs. 1.35 crore. Trade Receivables are mainly comprised of receivables from Private dealers. We have identified impairment of trade receivables as a significant audit matter on account of the significant judgment and estimate involved. These factors include customers ability and and willingness to pay the outstanding amounts, past due receivables, financial and economic difficulties of customers. This assessment is done for each customer resulting from possible defaults over the expected life of the receivables. Based on this assessment, Impairment in trade receivables is determined on the basis of trade receivables outstanding for more than 360 Days and assessment of individual Trade receivable separately by the management. (Refer note No 55.2)	We have applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
	- Obtained an understanding of the systems, processes and controls implemented by the Company for measurement of impairment of Trade Receivable.
	- Evaluated the Companys measurement of impairment of trade receivable accounting policies by comparing with applicable accounting standards.
	- We have evaluated the design of key internal financial controls and operating effectiveness of the relevant key controls with respect to trade receivables.
	- Tested manual journals posted to revenue and trade receivable during the year to identify unusual items.
	- Scrutinized sales returns/reversals/credit notes recorded in the general ledger subsequent to year-end to identify any significant unusual items.
	- Obtaining under-standing on how the Company establishes an allowance for doubtful debts and impairment represents its estimate of incurred losses in respect of trade receivable.
	- We have evaluated the historical accuracy of impairment for trade receivables on a sample basis by examining the actual write-offs, the reversal of previous recorded allowance and new allowances recorded in the current year.
	- We have verified the calculation done in determining the total Impairment loss on Doubtful Debts and advances
	- We have checked the ageing analysis (including testing of information produced by entity-IPEs), on a sample basis and subsequent receipt of the trade receivables, to the source documents, including bank statements.
	- Assessed the adequacy of the related disclosures in the Standalone financial statements with reference to trade receivable as per relevant accounting standards.
5. Company has sold leasehold land named as "Sagar" in the FY 2020-21 which was revalued by the Company in the Month of March, 2017 by Rs. 1.67 crore. At the time of revaluation the revaluation amount was transferred to Revaluation Reserve and the same was ommitted to be reversed in the FY 2020-2021 at the time of sale by the Company. That omitted revaluation reserve was reversed in the current financial year and transferred to Retained Earning. (Refer Note No: 20)	We have applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
	- Obtained an understanding of the systems, processes and controls implemented by the Company for passing the entries in the accounting systems.
	- Control of the management over the accounting entries and the hierarchy of the accounting team
	- Cross checked the lease deed, valuation report and sale deed for getting a better picture of the matter in concern
6. Valuation of Inventories
The Company is having Inventory of Rs. 8,920.16 lakhs as on 31 March 2024. Inventories are to be valued as per Ind AS 2. Inventories are carried at the lower of cost and net realisable value. The management applies judgment in determining the appropriate provisions against inventory of Stores, Raw Material, Finished goods and Work in progress based upon a detailed analysis of old inventory, net realisable value below cost based upon future plans for sale of inventory. To ensure that all inventories owned by the entity are recorded and recorded inventories exist as at the yearend and valuation has been done correctly, inventory valuation has been considered as Key audit matters.	We obtained assurance over the appropriateness of the managements assumptions applied in calculating the value of the inventories and related provisions by:
	- Verifying the effectiveness of key inventory controls operating over inventories; including sample based physical verification.
	- Verifying the effectiveness of key inventory controls operating over inventories; including sample based physical verification.
	- Reviewing the document and other record related to physical verification of inventories done by the management during the year.
	- Verify that inventories are valued in accordance with Ind AS 2
	- Comparing the net realisable value to the cost price of inventories to check for completeness of the associated provision.
	- Reviewing the historical accuracy of inventory provisioning and the level of inventory write-offs during the year.

Information Other than the Financial Statements and Auditors Report thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, 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.

Responsibility of Management and those charged with governance for the Financial Statement

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation of these 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 accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes responsible the maintenance of the 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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 unlessmanagement either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is 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 scepticism 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 with reference to financial statements 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 transactions and events in a manner that achieves fair presentation.

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

Report on Other Legal and Regulatory Requirements

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the 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 financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditors Report in accordance with 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 on its financial position of the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund.

iv) a) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, 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 (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, 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 (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (i)(a) and (i)(b) contain any material misstatement.

v. The Company has not paid or declared any dividend during the year.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended 31st March, 2024 which has a feature of recording the audit trail (edit log) facility and the same has not been enabled throughout year for relevant transactions recorded in the softwares. So we are unable to comment as to whether accounting data has been tampered or not.

2. With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act:

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 Section197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

3. As required by the Companies (Auditors Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure B, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

For R Dokania & Co.

Chartered Accountants

FRN: - 322739E

Sandeep Agarwal

Partner

Memb. No: 064912

UDIN: 24064912BKDFOI3848

Place: Kolkata

Date: 30th May, 2024

Annexure - A

To the Independent Auditors Report

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

We have audited the internal financial controls over financial reporting of GEE Limited (“the Company”) as of March 31, 2024 in conjunction with our audit of the IND AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (IFCOFR) 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 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 judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to explanation given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, 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 R. Dokania & Co.

Chartered Accountants

FRN: - 322739E

Sandeep Agarwal

Partner

Memb. No: 064912

UDIN: 24064912BKDFOI3848

Place: Kolkata

Date: 30th May, 2024

Annexure B to the Independent Auditors Report

[Referred to in paragraph pertaining to “Report on Other Legal and Regulatory Requirement” of our Report of even date to the members of GEE Limited on the Ind AS financial statements for the year ended 31st March, 2024]

i. a) In respect of the Companys Property, Plant and Equipment and Intangible Assets:

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.

b) The Company has a regular program for physical verification in phased periodic manner, which, in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

c) All the title deeds of immovable properties disclosed in the financial statements, are held in the name of the Company.

d) According to the information and explanation given to us, the Company has not revalued any of its Property, Plant and Equipment and intangible assets during the year. Accordingly, the requirements under paragraph 3(i)(d) of the Order are not applicable to the Company.

e) According to the information and explanation given to us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii. a) The physical verification of inventory has been conducted at reasonable intervals by the Management during the year and, in our opinion, the coverage and procedures of such verification by Management is reasonably appropriate and no material discrepancies were noticed on such physical verification.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, working capital limits above 5 Crores has been sanctioned to the Company by the HDFC Bank, ICICI Bank & Yes Bank on the basis of security of all current assets and collateral security (First Paripassu charges on Industrial Property situated at Mouza Kandua, Howrah & Plot in Kalyan Bhiwandi Industrial Area, MIDC). The differences in the quarterly returns or statements filed by the company with Banks and the books of accounts of the Company are detailed below:

Quarter	Amount as per book of account (A)	Amount as reported in the quarterly return / statement (B)	Amount of difference (A -B)
1st Quarter ended June 2023	90,60,32,652	83,54,67,193	7,05,65,459
2nd Quarter ended September 2023	94,97,40,348	92,97,32,355	2,00,07,993
3rd Quarter ended December 2023	96,73,84,665	1,05,80,83,564	-9,06,98,899
4th Quarter ended March 2024*	89,20,16,499	-	-

* Stock Statement for the Quarter ended 31st March, 2024 are pending to be submitted to Banks.

The reason for difference is that the Statement of inventory submitted to the bank are before finalization of quarterly accounts.

iii. According to the information and explanations given to us, the Company has not granted any loans, advances in the nature of loans, stood guarantee, secured or unsecured, to any entity. Accordingly, the provisions of 3(iii) (a),(b),(c),(d),(e) and (f)) of the Order are not applicable to the Company and hence not commented upon.

iv. According to the information and explanations given to us and on the basis of our examination of the records, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans granted, investments made, guarantees and securities provided.

v. According to the information and explanations given to us and on the basis of our examination of the records, the Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have not made a detailed examination of the records with a view to determine whether they are accurate or complete. Cost Audit for the financial year 2022-23 & 2023-24 is pending.

vii. In respect to statutory dues: 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, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. However Company has not deposited Rs. 19,62,048 outstanding as on 31.03.2024,towards liability for provident fund on account of non-availability of UAM number of few employees.

b) According to the information and explanations given to us and on the basis of our examination of the records, the following dues have not been deposited as on March 31, 2024 on account of disputes are given below:

Sr. No. Name of Statute	Period to which it relates	Liability (in Rs.)	Pre-Deposit (In Rs.)	Net Liability in Rs.	Forum where dispute is pending
1 Customs Act 1962	2008-09	1,02,09,629	1,777,500	8,432,129	CESTAT, Mumbai
2 Customs Act 1962	2011-13	2,865,797,	214,935	2,650,862	CESTAT, Kolkata
3 The W.B. Tax on Entry of Goods into Local Areas Act, 2012	2012-13 to 2013-14	6,746,153	-	6,746,153	West Bengal Taxation Tribunal
4 Central Excise Act,1944	2008-09	40,249,979	30,858,313	9,391,666	CESTAT, Mumbai
5 Central Excise Act,1944	2008-11	8,804,766	-	8,804,766	CESTAT, Kolkata
6 Central Excise Act,1944	2009-11	145,487		145,487	CESTAT, Kolkata
7 ESIC	2009-2014	1,480,258	776,327	703,931	Industrial Court Thane Rectification with TRACES/ Income Tax Department CIT-(A)-1 Thane
8 Income Tax Act 1961 (TDS)	Various years per TRACES	16,09,505	-	16,09,505
9 Income Tax Act 1961	2016-17	7,096,763	1,420,000
AY 2018-19 Refund Adj. Against AY 2016-17 Dues			1,447,683	-
AY 2023-24 Refund Adj. Against AY 2016-17 Dues			42,29,080
10 Income Tax Act 1961	2018-19	405,694	-	-	CIT- Appeal I Tax Dept.
AY 2023-24 Refund Adj. Against AY 2018-19 Dues			4,05,694		National Faceless Assessment Centre Delhi
11 Income Tax Act 1961	2020-21	10,55,500	-	-	CIT-(A) Commisisoner
AY 2021-22 Refund Adj. Against AY 2020-21 Dues			2,81,490	4,16,817
AY 2023-24 Refund Adj. Against AY 2020-21 Dues			3,57,193

Liability as mentioned above are excluding interest & penalty.

viii. According to the information and explanations given to us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income TaxAc t, 1961 (43 of 1961).

ix. a) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not defaulted in repayment of any loans or other borrowings or in payment of interest thereon to any lender.

b) According to the information and explanations given to us, the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

c) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not taken any term loan during the year and the outstanding term loans at the beginning of the year were applied for the purpose for which the loans were obtained.

d) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, funds raised on short- term basis have, prima facie, not been used during the year for long-term purposes by the Company.

e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associate companies.

f) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not raised any loans on pledge of securities held in its subsidiaries or associate companies during the year.

x. a) According to the information and explanations given to us and on the basis of our examination of the records, 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 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, during the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally).

xi. a) According to the information and explanations given to us and on the basis of our examination, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

a) According to the information and explanations given to us, 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 the Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

b) According to the information and explanation given to us, there are no instances of whistle blower complaints received during the year by the Company.

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

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, it is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties 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 andthe nature of its business.

b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, 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. According to the information and explanations given to us:

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

b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under Clause 3(xvi)(b) of the Order is not applicable to the Company.

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

d) Based on the information and explanations provided by the management of the Company, the Group has no CIC as part of the Group.

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 3(xviii) of the Order is not applicable to the Company.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements 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.

a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act.

Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

b) There are no unspent amounts under sub-section (5) of section 135 of Companies Act, pursuant to any ongoing projects requiring a transfer to Special Account in compliance with the provisions of sub-section (6) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable for the year.

xxi. The Company has no subsidiary or holding company, no consolidate financial statement were required to prepare. Hence, the provision of clause (xxi) is not applicable to the company.

For R Dokania & Co.

Chartered Accountants

FRN: - 322739E

Sandeep Agarwal

Partner

Memb. No: 064912

UDIN: 24064912BKDFOI3848

Place: Kolkata

Date: 30th May, 2024.