jash engineering ltd Auditors report


To The Members of Jash Engineering Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Jash Engineering Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2023, and the Statement of Pro t and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the 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 31 March 2023, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the 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 standalone 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 standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

Sr.No.

Key Audit Matter

Auditors Response

1

Inventory Valuation

To assess valuation of Inventory, our procedures included, but are not limited to the following:
At the balance sheet date 31 March 2023, the Company held inventories comprising of raw materials amounting to INR 4300.21 lakhs, work-in-progress amounting to INR 3026.91 lakhs, finished goods and stores amounting to INR 1857.60 lakhs, spares and other consumables amounting to 129.81 lakhs i.e., total Inventories amounting to INR 9,314.53 lakhs as included in Note 13 of the accompanying standalone financial statements.
a) Obtained an understanding of the managements process of valuation of inventory.
b) Evaluated the design and tested the operating effectiveness of key controls around valuation including around estimates, stage of completion, complex overhead computations and determination of net realizable value of inventory items.
Whilst the inventory valuation has been automated through SAP, the allocation of various production and administration related overheads on the Finished goods and work- in-progress inventory is carried out manually using Excel. Further, the identification of activities for overhead allocation and computation of machine/labour hour rates are complex. Owing to the nature of the business, which involves manufacture of engineering products specific to the needs of the customers, the valuation of inventory and cost of production for each product being manufactured is critical. c) Evaluated the appropriateness of the Companys accounting policy and method of valuation for inventory in accordance with the accounting standards.
d) Discussed with management the rationale supporting the assumptions and estimates used in carrying out the inventory valuation and corroborated the same to our understanding of the business. Testing the computation of various overhead absorption
Further, at the end of each reporting period, the management of the Company also assesses whether there is any objective evidence that net realizable value of any item of inventory is below the carrying value. If so, such inventories are written down to their net realizable value in accordance with Ind AS 2, Inventory. Such specific identification performed by management to ascertain slow moving and obsolete inventories, and assessment of net realizable value of such slow moving and obsolete inventory items require significant judgement and estimation. Considering the complexities and materiality of amounts involved, this matter is considered as a key audit matter. rates by tracing the underlying data to audited historical operational results of the Company.
e) On a sample basis, recomputed the cost of the inventory by applying managements valuation model, which included inspection of approved bills of material (BOM), testing underlying cost of acquisition of raw materials consumed and testing overheads and labour cost allocation to such inventory items.
f) Obtained understanding of management process for identification of slow moving, nonmoving or obsolete inventories and ensured that the same is consistently applied.
g) Performed an independent analysis of the ageing of inventory line items leading to specific inquiries with the management to ensure the completeness of the inventory identified as slow moving, nonmoving and obsolete.
h) For slow and non-moving inventories as on 31 March 2023 identified by the management, recomputing the allowance created by the management using managements policy which has been consistently applied.
i) Tested the net realizable value of Finished goods inventory on a sample basis to recent selling prices less costs to sell (to the agreed contract value), to identify allowance required for finished goods.
j) Evaluated the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.
2

Investment in Subsidiary

To assess valuation of Investment and loans/receivables, our procedures included, but are not limited to the following:
The Company has investments in one of subsidiaries - Jash USA Inc, located at United States aggregating to INR 5305.01 lakhs (as at March 31, 2023), as stated in Note 8 to the standalone financial statements which is measured at cost. The Company assesses the recoverable amount of the investments when indicators exist for decline in value of the investments, other than temporary, by comparing the fair value (less costs of disposal) and carrying amount of the investments as on the reporting date, as disclosed in Note 8 to the standalone financial statements. The Company also has outstanding long-term loans and trade receivable recoverable from Jash USA amounting to INR 642.99 lakhs and INR 4,950.37 lakhs respectively. Further the loan along with interest which are outstanding remains unpaid as on year end. Due to the above matters, the Companys management has tested these investments for impairment in accordance with Ind AS 36.
a) Obtained an understanding of managements processes and controls used by management to prepare its cash flow projections and valuations assumptions applied in determining the fair valuation of investments of Jash USA Inc.
b) Evaluated the design and tested the operating effectiveness of key controls implemented by the management around fair valuation of investments including cash flow projections, use of estimates and review of valuation performed.
c) Evaluated the Companys independent valuation specialists professional competence, expertise and objectivity.
d) Tested the accuracy of the input data provided by the management to the valuation specialist by reconciling the projected cash flows to approved business plans of the subsidiary company.
For this purpose, valuation was carried out by an independent valuation specialist in his capacity as a managements expert using discounted cash flow (‘DCF) method. Managements assessment of the fair valuation of investments requires estimation and judgement around assumptions used. The key assumptions underpinning managements assessment of the fair valuation include, but are not limited to, projections of future cash flows, growth rates, discount rates, estimated future operating and capital expenditure.
e) Tested the reasonableness of the key assumptions used in the cash flow projections and fair valuation, such as growth rates, sensitivity analysis, discount rate considering our understanding of the business, industry, and relevant market factors.
Accordingly, considering the materiality of the carrying amounts, recoverability assessment of aforesaid investments, has been considered to be a key audit matter for current years audit. f) Involved our internal specialists to evaluate reasonableness of the assumptions of projected economic growth and discount rate.
g) Evaluated the appropriateness of disclosures made in the standalone financial statements in relation to such investments as required by applicable accounting standards.
h) Evaluated the Companys Trade receivable ageing mainly with respect to open invoices of Jash USA Inc as on year end. Further verified its collection subsequent to year end.
i) Obtained understanding of the Companys future plans with respect to repayment of loan and accumulated interest and compared the same with Companys future projections.

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 Annual report, but does not include the standalone financial statements and our auditors report thereon. The Annual report is expected to be made available to us after the date of this auditors report.

· Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

· In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

· When we read the above mentioned reports, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 The Auditors responsibilities Relating to Other Information

Responsibilities of Management and Those Charged with Governance for the Standalone 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 standalone 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 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditors Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal 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 with reference to standalone 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 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be in uenced. 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 standalone financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, 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 Pro t and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

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

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

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

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 42 to the standalone 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 - Refer Note 18 to the standalone financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in note 53(j) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in note 53(k) to the financial statements no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries.

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

v. The nal dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable.

As stated in note 21 to the standalone financial statements, the Board of Directors of the Company has proposed nal dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Act, as applicable.

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

2. 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 B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firms Registration No. 117366W/W-100018)

S/d-

Pallavi Sharma

Partner

(Membership No. 113861)

(UDIN:23113861BGXTSI7599)

Place: Mumbai

Date: 23 May 2023

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

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

Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to standalone financial statements of Jash Engineering Limited (the Company) as of March 31, 2023 in conjunction with our audit of the standalone 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 with reference to standalone financial statements based on the internal control with reference to standalone financial statements 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 respective 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 with reference to standalone financial statements 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 with reference to standalone financial statements. 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 with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

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

Meaning of Internal Financial Controls with reference to standalone financial statements

A companys internal financial control with reference to standalone 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 with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with 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 with reference to standalone financial statements

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2023, based on the criteria for internal financial control with reference to standalone financial statements established by the respective 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 Deloitte Haskins & Sells LLP

Chartered Accountants

(Firms Registration No. 117366W/W-100018)

S/d-

Pallavi Sharma

Partner

(Membership No. 113861)

(UDIN:23113861BGXTSI7599)

Place: Mumbai Date: 23 May 2023

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report of even date of Jash Engineering Limited on the financial statements of the Company for the year ended 31 March 2023)

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

(I) (a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of the property, plant and equipment (including capital -in- work in progress and right -of-use assets).

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

(b) The Property, Plant and Equipment, (including right-of-use assets) were physically veri ed during the year by the Management which, in our opinion, provides for physical veri cation at reasonable intervals. No material discrepancies were noticed on such veri cation.

(c) Based on examination of the title deeds provided to us, we report that the title deeds of all the immoveable properties held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in financial statements are held in the name of the Company. For title deeds of immoveable properties in the nature of freehold land situated at Village: Bardari, Tehsil: Sanwer, District: Indore with the gross carrying value of Rs. 330.71 lakhs as at 31 March, 2023, which have been pledged as security for loans or borrowings taken by the Company have been veri ed from the confirmations directly received by us from lenders and in the nature of Buildings are veri ed from the property tax receipts as on the year end.

(d) The Company has not revalued any of its Property, plant and equipment (including right -of-use assets) or intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as at 31 March 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The inventories (except for stocks held with third parties), were physically veri ed during the year by the Management at reasonable intervals. In our opinion and based on information and explanations given to us, the coverage and procedure of such veri cation by the Management is appropriate having regard to the size of the Company and the nature of its operations. For stocks held with third parties at the year-end, written confirmations have been obtained. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical veri cation of inventories.

(b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year, from banks or financial institutions on basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns and statements (stock statements, book debt statements, credit monitoring reports, statements on ageing analysis of debtors) led by the Company with such banks or financial institutions are in agreement with unaudited books of account of the company of respective quarters, except for the following: -

Name of the Bank

Working capital limit sanctioned

Nature of current assets offered as security

Quarter Nature Amount as per books of accounts Amount disclosed as per return Difference Remarks

Axis Bank Limited

5,550.00

For SBI & Axis

30-Jun-22 Inventory 8,758.70 8,729.23 29.47 Refer Note 1

(AXIS)

Banks entire

Trade receivables 8,988.88 8,820.52 168.35 Refer Note 2

HDFC Bank Limited (HDFC)

Inventory and Receivables

State Bank of India (SBI)

For HDFC Bank entire current assets

Axis Bank Limited (AXIS)

6,550.00

For SBI, Axis &

30-Sep-22 Inventory 9,541.86 8,692.13 849.73 Refer Note 1

HDFC Bank Limited (HDFC)

Kotak Banks entire Inventory and

Trade receivables 9,031.42 9,930.45 (899.03) Refer Note 2

State Bank of India (SBI)

Receivables

Kotak Mahindra Bank Limited (KOTAK)

For HDFC Bank entire current assets

Axis Bank Limited (AXIS)

7,450.00

For SBI, Axis &

31-Dec-22 Inventory 10,286.73 9,579.55 707.18 Refer Note 1

HDFC Bank Limited (HDFC)

Kotak Banks entire Inventory and

Trade receivables 9,312.20 9,681.43 (369.23) Refer Note 2

State Bank of India (SBI)

Receivables For HDFC

Kotak Mahindra Bank Limited (KOTAK)

Bank entire current assets

Axis Bank Limited (AXIS)

7,450.00

For SBI, Axis &

31-Mar-22 Inventory 9,314.53 8,042.21 1,272.32 Refer Note 1

HDFC Bank Limited (HDFC)

Kotak Banks entire

Trade receivables 13,020.64 15,470.15 (2,449.51) Refer Note 2

State Bank of India (SBI)

Inventory and Receivables

Kotak Mahindra Bank Limited (KOTAK)

For HDFC Bank entire current

Note 1 :- Difference in inventory is on account of the adjustments with respect to obsolescence and valuation (overhead allocation) done at the end of review which leads to a variance in the balance as per books and as disclosed in the return. For more information refer note no. 53(l) of financial statements.

Note 2:- Difference in trade receivables is on account of expected credit loss, foreign exchange gain/loss and cut off adjustments. Balances submitted to banks doesnt include amount of bills receivable. For more information refer note no. 53(l) of financial statements.

(iii) The Company has provided loans or guarantees to subsidiaries in respect of which:

(a) The Company has provided loans and stood guarantee during the year and details of which are given below: -

(Amount in INR Lakhs)

Particulars

Guarantees Loans

Aggregate amount provided during the year: -

1,225 -

Subsidiaries

Balance outstanding as at balance sheet date in respect of above cases:

1,675 642.99

Subsidiaries

(b) The guarantees provided and the terms and conditions of the grant of all the above-mentioned loans, during the year are, in our opinion, prima facie, not prejudicial to the Companys interest.

(c) In respect of loans provided by the Company, the schedule of payment of interest has been stipulated and the payment of interest are not regular: -

(Amount in INR Lakhs)

Name of Entity

Nature Amount Due Date Extentof Delay

Jash USA, Inc

Interest on loan 231.90 Annually Delay from 2017 to 2023

(d) In respect of following loans granted by the Company, which have been overdue for more than 90 days at the balance sheet date, as explained to us, the Management has taken reasonable steps for recovery of the principal amounts and interest:

(Amount in INR Lakhs)

No. of Cases.

Principal amount overdue Interest Overdue Total Overdue

Jash USA, Inc

-

184.76 184.76

(e) During the year loans aggregating to Rs. 411.09 lakhs fell due from certain subsidiary and the same was extended via amended loan facility agreement dated April, 2023 after thebalance sheet date. The details of such loans that fell due and those extended subsequent to year end are stated below:

(Amount in INR Lakhs)

Name of party

Aggregate amount of overdues of existing loans extended* (Amounts Rs. In Lakhs) Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Jash USA, Inc 411.09 100%

*The loan was due on March 31, 2023 and the loan agreement was amended on April 1, 2023

(f) According to information and explanations given to us and based on the audit procedures performed, 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 during the year. Hence, reporting under clause (iii)(f) is not applicable.

_ _

(iv) The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

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

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, duty of Custom, Cess and other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authorities though there has been a delay in respect of remittance of Income tax and Professional Tax. We have been informed that the provisions of duty of Excise, Sales tax, Service tax, Value Added tax are not applicable to the Company.

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

(b) There are no statutory dues referred in sub-clause (a) above which have not been deposited on account of disputes

as on 31 March 2023 except for following: -

Name of statues

Nature of Dues Amount (Rs. In Lakhs) Amount paid under protest (Rs. In Lakhs) Amount Unpaid (Rs. In Lakhs) Period to which it relates Forum where dispute is pending

Central Sales Tax, 1956

Central Sales tax

13.94

8.98

4.96 FY1999- 2000 High Court of Madhya Pradesh

Central Sales Tax, 1956

Central Sales tax

2.98

0.92

1.47 FY2000- 2001 High Court of Madhya Pradesh

Central Sales Tax, 1956

Central Sales tax

34.50

29.40

5.10 FY2012- 2013 Madhya Pradesh Commercial Tax Appellate Board

Central Sales Tax, 1956

Central Sales tax

69.75

7.00

62.75

FY2016- 2017 Additional commissioner of Commercial tax

 

Central Sales Tax, 1956

Central Sales tax 61.47 6.17 55.30 FY2016- 2017

Additional commissioner of Commercial Tax

Central Sales Tax, 1956

Central Sales tax 20.92 2.10 18.82 FY2017- 2018

Additional commissioner of Commercial Tax

Central Sales Tax, 1956

Central Sales tax 21.28 2.14 19.14 FY2017- 2018

Additional commissioner of Commercial Tax

Income Tax, 1961

Income Tax 2.14 - 2.14 FY2016- 2017

Commissioner of Income Tax (Appeals)

Income Tax, 1961

Income tax 3.85 - 3.85 FY 2017 2018

- Commissioner of Income Tax (Appeals)

(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

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

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

(c) To the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained.

(d) On an overall examination of the financial statements of the Company, the funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) 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.

(f) The Company had raised loans in the earlier years on the pledge of securities held in its subsidiary and has not defaulted in the repayment of such loans raised.

(x) (a) The Company has not issued any of its securities (including debt instruments) during the year and hence reporting under clause (x)(a) of the Order is not applicable.

(b) During the year the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

(b) To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been led in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) As represented to us by the Management, there were no whistle blower complaints received by the Company during the year.

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

(xiii) In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

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

(b) We have considered, the internal audit reports issued to the company during the year and covering the period April 2022 to March 2023.

(xv) In our opinion during the year the Company has not entered into any non-cash transactions with any of its directors or directors of its holding company, subsidiary company or persons connected with such directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence reporting under clause (xvi)(a), (b) and (c) of the Order is not applicable.

As represented by the management, the Group does not have any Core Investment Company (CIC) as part of the group as per the de nition of group contained in the Core Investments Companies (Reserve Bank) Directions, 2016 and hence the reporting under the clause (xvi)(d) of the order is not applicable.

(xvii) The Company has not incurred any cash losses in the current as well as the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(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) In respect of other than ongoing projects, the Company has not transferred the unspent Corporate Social Responsibility (CSR) amount as at the Balance Sheet date out of the amounts that was required to be spent during the year, to a Fund specified in Schedule VII to the Companies Act, 2013 till the date of our report. However, the time period for such transfer i.e., six months from the expiry of the financial year as permitted under the second proviso to section 135(5) of the Act, has not elapsed till the date of our report.

In respect of unspent amount at the end of previous year, the Company has transferred the unspent amount in respect of other than ongoing projects to a Fund specified in Schedule VII to the Act as required under second provisio to sub- section (5) of 135 of the said Act within six months from the end of the previous financial year.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the company. Accordingly, no comment has been included in respect of said clause under this report.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firms Registration No. 117366W/W-100018)

S/d-

Pallavi Sharma

Partner

(Membership No. 113861)

(UDIN:23113861BGXTSI7599)

Place: Indore

Date: 23 May 2023