hariom pipe industries ltd share price Auditors report

TO THE MEMBERS OF Hariom Pipe Industries Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Hariom Pipe Industries Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and 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 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 and its profit including other 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 statements in accordance with the Standards on Auditing ("SA"s) 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

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 of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter		How our audit addressed the key audit matter
1 Property, Plant and Equipments (PPE)/ Capital Work in Progress (CWIP) –		Our Audit procedures included the following:
A. PPE Rs. 13,324.79 lakhs as at March 31, 2023 (Refer note -2(a)):		i. For Addition to the PPE, we verified the Definitive Agreement with the major vendors and respective purchase orders.
During the year, there has been substantial additions in the PPE. In view of the same, this was considered as a key audit matter so as to confirm the proper accounting of PPE, compliance with the INDAS 16, controls and monitoring procedure for capitalization of PPE and utilization of the funds raised for this purpose.		ii. We selected the sample of vouchers for additions to the PPE during the year and verified the same.
		iii. We verified correctness of the depreciation.
		iv. We verified correctness of accounting and disclosure as per Ind AS read with schedule III of the Act.
B. CWIP- Rs. 10,318.72 lakhs as at March 31, 2023 (Refer note 2(b))		Our Audit procedures included the following:
Opening Balance of CWIP as on 1st April 2022 was Rs. 1,006.02 lakhs. During the year there was addition of Rs. 14,378.96 lakhs to CWIP (including borrowing cost of Rs. 169.50 lakhs) and capitalization of assets worth Rs. 5,066.26 lakhs. The CWIP balance majorly includes below projects undertaken by the Company:		i. We understood from the management details of the projects in process.
a) The Company is developing Galvanizing Plant (GP unit) at Balanagar Mandal, Seriguda, Mehbubnagar Telangana India, which will be Producing GP Pipes.		ii. reviewed the project report issued by the professional appointed by bankers, to understand the progress of the project and observations.
b) The Company is expanding its capacity of existing Pipe Mills from 84,000 Metric Ton per annum (MTPA) to 1,32,000 (MTPA) by adding two additional mills.		iii. reviewed the managements procedure to review the periodic progress of the projects based on certification by the project management consultants and correspondent running bills submitted by the contractors.
Since the amounts involved in the development of the above project was significant and material, the audit of the above area was considered to be a key audit matter for reporting purpose.		iv. Verification of invoices of the CWIP on sample basis as per applicable terms and conditions.
		v. Verification of payments made by the accounts, based on the approval by the proper authorities and other terms and conditions.
		vi. Discussion of audit observations with the management/accounts and finance team for clarification as and when required
2 Bank Borrowings :	Our audit procedures included the following:
Long Term Borrowings Rs. 12,519.40 lakhs as on March 31, 2023.	i. Review of Board minutes for the acceptance of the loan with reference to the borrowing powers of the Board in accordance to provision of section 180 of the Act
During the year, the Company has been sanctioned new Term Loans by Canara Bank Ltd and HDFC Bank Ltd of Rs. 9,402 lakhs and Rs. 5,743 lakhs respectively. The outstanding loan amount included in above outstanding is Rs. 6,240.39 lakhs and 4,103.50 lakhs (excluding current maturities amounting to Rs. 896 lakhs and 100.10 lakhs both loans respectively, classified under Short Term Borrowings as on March 31, 2023).
Since the amount involved is material and significant, audit of above area was considered to be key audit matter for reporting purpose.	ii. Review of the sanction letters received from respective banks.
	iii. The e- form (CHG1) filed with Ministry of Corporate affairs in accordance with the provisions of the Companies (Registration of Charge) Rules, 2014 for creation/ modification of charge.
	iv. Verification of the bank statement for the loan amounts obtained and accounting thereof in the books of account including the accounting of interest on effective rate of interest basis.
	v. Disclosure in the financial statements in accordance with the requirement of Schedule III and Ind Accounting Standard, 23 – "Borrowing Costs".
3 Share Capital :	Our Audit procedures included the following:
i) Initial Public Offer :	i. Enquiring with those charged with the governance and the key managerial personal about the procedure followed for
The Company has issued 85,00,000 equity shares of Rs. 10 each at a premium of Rs. 143 per share amounting to Rs. 13,005 lakhs, on its listing with the BSE Limited and National Stock	• issue of the equity shares
	• increase in authorized equity shares capital
Exchange Limited, on 13th April 2022.	ii. review of the minute books of
ii) Private Placement:	• the board of directors and
The Company issued equity shares on a private placement basis consisting of 21,39,425 equity shares of Rs. 10 each at a premium of Rs. 335 per share amounting to Rs. 7,381.02 lakhs on March 31, 2023	• shareholders;
Since the amount involved is material and significant, audit of above area was considered to be key audit matter for reporting purpose	iii. referred the relevant provisions of the Companies Act 2013 read with the Companies (Share Capital and Debenture Rules) 2014, as applicable to ascertain whether the same have been complied with;
	iv. Review compliance to applicable guidelines of SEBI regulations
	v. review of various e-forms submitted to the Ministry of Corporate Affairs (MCA) in compliance with the provisions of the Companies Act 2013 and the relevant rules;
	vi. review of valuation report issued by the registered valuer in accordance with the provisions of the Companies (Registered Valuers and Valuation) Rules 2017 for fair value for issue of the shares at the price at which theses equity shares were issued during the year
	vii. appropriate disclosure in the financial statements in accordance with the IND AS, and the requirements of schedule III

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Board of Directors Annual Report including Annexures thereto, 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 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.

Managements Responsibilities for the Financial Statements

The Companys Board of Directors is 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, changes in equity and cash flows of the Company in accordance with the Ind AS, specified under Section 133 of the Act and other 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 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 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, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the 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 financial 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 the 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, and based on our audit, 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 Ind AS specified under Section 133 of the Act, as applicable.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors Report in accordance with 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 has disclosed the impact of pending litigations as on March 31, 2023 on its financial position in its financial statements.

(Refer note no. 32)

(ii) The Company does not have any long-term contracts including derivatives contracts for which there were 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.

h) (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),other than disclosed in notes to the financial statements, 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 entities ("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;

(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 like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

i) The Company has not declared nor proposed or paid any dividends during the year and therefore compliance under section 123 of the Act is not applicable to the Company.

j) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

For R Kabra & Co LLP

Chartered Accountants

(Firm Registration No. 104502W/W100721)

Sd/-Deepa Rathi

Partner

Membership No.: 104808 UDIN: 23104808BGTSYA5335 Place: Hyderabad Date: May 30, 2023

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of Hariom Pipe Industries Limited of even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

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

a. A. The Company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

B. The Company is maintaining proper records showing full particulars of intangible assets

b. As per the information and explanation given to us, in our opinion and in view of continuous capital expansions, the management needs to strengthen the reasonable interval to carry out the physical verification of the Property, Plant and Equipment. As management has not reported any material discrepancies, no adjustments are required?? to be made in the books of accounts.

c. As per the information and explanations given to us and on the basis of examination of records of the company, the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of lessee), disclosed in the financial statements included 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 any of its Property, Plant and Equipment (Including right of use assets) nor intangible assets during the year. Therefore, no comments are called for in respect of whether the revaluation is based on the valuation by a registered valuer and if any adjustment is required for more than 10% or more in the net carrying value of each class of the assets.

e. As per the information and explanations given to us, no proceedings have been initiated or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988, as amended) and rules made thereunder.

ii. a. The physical verification of inventory has been conducted at reasonable intervals by the management and in our opinion, the coverage and procedure of such verification by the management is appropriate. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed on such verification

b. As per the information and explanations given to us, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets and the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company.

iii. In respect of loans, advances in the nature of loans, guarantee and security provided during the year:

a) The Company has not provided any loans stood guarantee, nor provided security to any other entity during the year. However, the company has given advances in the nature of loans to employees.

A) Since the Company does not have any subsidiaries, joint ventures and associates, Clause No. 3(iii)(a) (A) is not applicable.

B) the aggregate amount during the year, and balance outstanding at the balance sheet date with respect to Advances in the nature of loans given to employees are as under:

Rs. in lakhs

Particulars	The aggregate amount granted during the year	Balance Outstanding as at March 31, 2023
Advances in the nature of Loans - Employee Advances	34.94	5.96

The company has not granted any loans nor stood any guarantee or provided security to parties other than subsidiaries, joint ventures and associates during the year.

b) The Company has not made any investments, nor given any loans, provided any guarantees or security during the year. In respect of the advances in the nature of loans given to employees, in our opinion, the terms and conditions are not prejudicial to the companys interest.

c) As stated above, the company has not given any loans during the year. In respect of advances in the nature of loans given to employees, where the schedule of repayment /receipts are stipulated, the repayment/ receipts are regular.

d) In our opinion and according to the information and explanations given to us, no amount is overdue for repayment. Therefore, clause 3(iii)(d) is not applicable to the company.

e) As per the information and explanations given to us, and based on our audit of the records, the Company has not granted any loans during the year. No cases were observed where any advance in the nature of loan granted to employees has fallen due during the year, or which has been renewed or extended or fresh loans granted by the company to settle the overdues of existing advances to such parties. Therefore, clause 3(iii)(e) of the Order is not applicable.

f) The company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

iv. The Company has not granted any loans nor made any investments or given any guarantees and securities during the year. Accordingly, provisions of sections 185 and 186 are not applicable. Hence clause 3(iv) of the Order is not applicable.

v. As per the information and explanations given to us, the Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, clause 3(v) of the Order is not applicable.

vi. In our opinion and according to the information an explanation given to us, the Company has maintained cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. However, we have not carried out a detailed examination of the above records.

vii. In respect of 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, duty of customs, cess and other material statutory dues applicable to it with the appropriate authorities. The company is not liable to sales tax, service tax, duty of excise, value added tax and cess. There are no arrears of outstanding statutory dues as at March 31, 2023 for a period of more than six months from the date they became payable except the following which is outstanding since February/ March 2020.

Rs. in lakhs

Name of the statute	Name of the Dues	Outstanding statutory due amount (Undisputed)	Period to which the amount relates	Due Date	Date of Payment	Remarks if any
Employees State Insurance Act, 1948	Employee State Insurance dues.	0.30	February, 2020 & March, 2020	May 15, 2020	-	Due to technical problems at ESI Department has not been paid.

b) In our opinion and as per the information and explanations given to us, statutory dues referred to in clause (a) Which have not been deposited on account of any dispute, are as under:

Rs. in lakhs

Name of the Statute	Nature of due	Amount Due	Amount paid	Period for which the amount related	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	*35.05	29.04	A.Y 2009-10	Income Tax Appellate Tribunal (ITAT) Hyderabad
		555.50	83.33	A.Y 2017-18	CIT (Appeals)
		2.15	Nil	A.Y 2019-20	CIT (Appeals)

*The honourable ITAT has decided the appeal in companys favour by dropping the disputed demand of Rs. 35.05 Lakhs as per its order dated October 5, 2016. However, appellate order effect is yet to be given by the income tax department.

viii. 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 Tax Act, 1961 (43 of 1961).

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

(b) The Company has not been declared wilful defaulter by any bank or financial institution or any other lender.

(c) In our opinion, the term loans were applied for the purpose for which these were obtained.

(d) Based on the examination of the financial statements of the Company, funds raised on short term basis have, prima facie, not been utilised for long-term purposes by the Company.

(e) Since the Company does not have any subsidiary, the question of taking any funds from any entity or person on account of or to meet the obligations of its subsidiaries does not arise. Therefore, clause 3(ix)(e) of the Order is not applicable.

(f) Since the Company does not have any subsidiaries, joint ventures or associate companies, the question of raising any loan on the pledge of securities held in their name does not arise. Therefore, clause 3(ix)(f) of the Order is not applicable.

x. a) In our opinion and according to the information and explanations given to us, the moneys raised by way of initial public offer or further public offer during the year were applied for the purposes for which those are raised, except the following unutilized balances, lying with the banks in current accounts (Escrow account ), as per the terms and conditions of utilisation of the funds:

Rs. in lakhs

Purpose for which funds were raised by Initial public offer	Total Amount Raised	Utilized for the other purpose	Unutilized balance as at balance sheet date lying in the Current bank accounts	Details of default (Reason/ Delay) Subsequently rectified (Yes/No)
1. Funding towards Capital Expenditure.	12,040 (Net off Issue expenses amounting	Nil	5.76	There is no default during the year.
2. Funding towards Working capital Requirements.	to Rs. 965 lakhs)
3 General Corporate Purposes.

b) As per the information and explanations given to us, the company has made private placement of shares during the year and complied with the requirements of section 42 and section 62 of the Companies Act, 2013. The funds raised have not yet been utilised as these funds were raised on March 31, 2023 and lying in the current bank account (Escrow account) as at the year end. The details of the money raised are as under:

Rs. in lakhs

Nature of Securities viz. Equity shares/ Preference shares/ Convertible debentures	Purpose for which funds were raised	Total Amount Raised	Amount utilized for the other purpose	Unutilized balance as at balance sheet date
Equity shares	Working Capital	7381.02	Nil	7381.02
	Purposes

The Company has not issued any Convertible debentures (fully, partially or optionally convertible) during the year.

xi. (a) No fraud by the Company or any fraud on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the 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, during the year up to the date of this report.

(c) As per the information and explanations given to us, since there were no whistle blower complaints received by the Company during the year, reporting under clause 3(xii) of the order is not applicable to the Company.

xii. The Company is not a Nidhi Company. Therefore, clauses 3(xii)(a), 3(xii)(b) and 3(xii)(c) of the Order are not applicable.

xiii. In our opinion, the Company 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 financial statements as required by the applicable accounting standards.

xiv. (a) In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business. However it requires to be strengthened further.

(b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date. However, we have not reassessed or modified our audit procedures in determining the nature, timing and extent of our audit based on these internal audit reports.

100 xv. In our opinion, the Company has not entered into any non-cash transactions with its directors or persons connected with them. Hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, clauses 3(xvi)(a), 3(xvi)(b) and 3((xvi)(c) of the Order are not applicable.

(b) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the year. Therefore, the question of conducting the above activities without a valid Certificate of Registration does not arise.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Therefore, the condition of fulfilling the criteria for CIC is not applicable. The Company is neither an exempted nor an unregistered CIC and therefore the continuing the criteria of a CIC, by the Company are not applicable.

(d) As per the information and explanations given to us, since the Company is not a Core Investment Company, the Group does not have any CIC investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly clause 3(xvi)(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses during the financial year and the also during the immediately preceding financial year.

Hariom Pipe Industries Ltd.

xviii. There has been no resignation of the statutory auditors of the Company during the year. Therefore, the question of taking into consideration any of issues, objections or concerns raised by the outgoing auditors does not arise. Accordingly, clause 3(xviii) of the Order is not applicable.

xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. (a) As per the information and explanations given to us, since the Company does not have any other than ongoing projects, no unspent amount is required to be transferred to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act.

(b) In our opinion, there is no amount remaining unspent under sub-section (5) of section 135 of the Companies Act, pursuant to any ongoing project, which is required to be transferred to special account in compliance with the provision of sub-section (6) of section 135 of the said Act.

(c) Since the company is not a holding company, the clause 3(xxi) of the order 2020 is not applicable.

For R Kabra & Co LLP

Chartered Accountants

(Firm Registration No. 104104502W/W100721)

Sd/-Deepa Rathi

Partner

Membership No.: 104808 UDIN: 23104808BGTSYA5335 Place: Hyderabad Date: May 30, 2023

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

on the Financial Statements of Hariom Pipe Industries Limited

(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting 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 HARIOM PIPE INDUSTRIES LIMITED ("the Company") as of 31^st March, 2023 in conjunction with our audit of the 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 (the "Guidance Note") 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 Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting with reference to these Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these Financial Statements was established and maintained and if such controls operated effectively in all material respects.

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

Meaning of Internal Financial Controls Over Financial Reporting

A Companys internal financial control over financial reporting with reference to these Financial Statements 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 with reference to these Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of 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 with reference to these Financial Statements.

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting with reference to these Financial Statements and such internal financial controls over financial reporting were operating effectively as at 31^st March, 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 ICAI.

For R Kabra & Co LLP

Chartered Accountants

(Firm Registration No. 104104502W/W100721)

Sd/-Deepa Rathi

Partner

Membership No.: 104808

UDIN: 23104808BGTSYA5335

Place: Hyderabad Date: May 30, 2023