jindal stainless hisar ltd Auditors report


TO THE MEMBERS OF JINDAL STAINLESS (HISAR) LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of JINDAL STAINLESS (HISAR) LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2022, the Statement of Profit and Loss (including other comprehensive income), the statement of changes in equity, the statement of cash flows for the year then ended and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information in which are included the Return for the year ended on the date audited by the branch auditors of the Companys branch located at Kothavalasa in Vizianagaram district, Andhra Pradesh. (herein after referred to as "standalone financial statements").

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 2022, 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 in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the year ended 31 March 2022. 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:-

Description of Key Audit Matters How our audit addressed the Key Audit Matters
Contingent liabilities
The Company faces a number of actual legal and regulatory proceedings. determination of the provision and/or the level of disclosure required involves a high degree of judgement resulting in provisions and contingent liabilities being considered as a key audit matter. We evaluated the design and tested operating
The effectiveness of controls in respect of determination of the contingencies. We determined that the operation of the controls provided to us with evidence over the completeness, accuracy and valuation of the guarantees by an independent valuer;
We read the summary of litigation matters provided by management and held discussions with Companys legal department/advisors and read determinations and judgments made by the Court/ legal authority(s). We requested legal letters from some of the external legal advisors with respect to the matters included in the summary. Where appropriate we examined correspondence connected with the cases;
For litigation provisions/ contingencies, we tested the calculation, assessed the estimates against historical trends.
We considered managements judgements on the level of provisioning/ contingencies to be appropriate. We also evaluated appropriateness of the disclosures in Note no. 33 and 40 which we considered appropriate.
Revenue Recognition Our procedures included:
Revenue from the sale of goods (hereinafter referred to as "Revenue") is recognized when the Company performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such recognition in case of sale of goods is when the control over the same is transferred to the customer, which is mainly upon delivery. ? Evaluating the integrity of the general information and technology control environment and testing the operating effectiveness of key IT application controls
? Evaluating the design and implementation of Companys controls in respect of revenue recognition.
The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before control is transferred. ? Testing the effectiveness of such controls over revenue cut off at year-end
? Testing the supporting documentation for sales transactions recorded during the period closer to the year end and subsequent to the year end, including examination of credit notes issued after the year end to determine whether revenue was recognized in the correct period.
Refer Note 1.12 of the Standalone Financial Statements – Significant Accounting Policies ? Performing analytical procedures on current year revenue based on monthly trends and where appropriate, conducting further enquiries and testing.
? Assessing the appropriateness of the Companys revenue recognition accounting policies in line with IND AS 115 ("Revenue from Contracts with Customers") and testing thereof.

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 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 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.

When we read Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibility 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/state of affairs, financial performance (profit including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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 are also responsible for overseeing the companys financial reporting process.

Auditors Responsibilities 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

? Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

? Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company 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.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Materiality is the magnitude of misstatements in the standalone 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 standalone financial statements.

Other Matter

We did not audit the financial statements/ information of one branch included in the standalone financial statements of the company whose financial statements/financial information reflect total assets of Rs. 92.26 crore as at 31 March 2022 and the total income of Rs. 148.96 crore for the year ended on that date, as considered in the standalone financial statements/information of the branch has been audited by the branch auditor whose report have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the branch, is based solely on the report of such branch auditor. Our opinion is not modified in respect of the above matter.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we give in the Annexure ‘A a statement on the matters specified in the paragraphs 3 and 4 of the Order.

2. 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 and proper returns adequate for the purpose of our audit have been received from the branch not visited by us.

(c) The reports on the accounts of the branch office of the company audited under the section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

(d) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Change in Equity dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us.

(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

(f) On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) 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.

(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, 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.

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 derivatives contracts.

iii. There was no amount which was 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, no fu nds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of u f nds) by the company to or in any other person(s) or en ty(ies), including foreign en es ("Intermediaries"), with the understanding, whether recorded in wri ng or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or en es iden ed in any manner whatsoever by or on behalf of the company ("Ul mate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ul mate Bene ciaries.

(b) The management has represented that, no f u nds (which are material either individually or in aggregate) have been received by the company from any person(s) or en ty(i es), including foreign en es (" Funding Par es"), with the understanding, whether recorded in wri ng or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or en es iden ed in any manner whatsoever by or on behalf of the Funding Party ("Ul mate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ul mate Bene ciaries.

( c ) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our no ce that has caused us to believe that the representa ons under sub-clause (a) and (b) above as required by Rule 11(e) of Companies (Audit & Auditors) Rules, 2014, as amended, contains any material mis-statement.

v. The Company has not declared or paid dividend during the year, accordingly the provisions of sec on 123 of the Companies Act, 2013 are not applicable.

(i) In our opinion and to the best of our informa on and according to the explana ons given to us, the managerial remunera on fo r the year ended 31 March 2022 has been paid/ provided for by the Company to its directors in accordance with the provisions of Sec on 197 read with Schedule V to the Act.

For LODHA & CO For S.S. KOTHARI MEHTA & COMPANY
Chartered Accountants Chartered Accountants
ICAI-FRN: 301051E ICAI-FRN: 000756N
N.K. LODHA AMIT GOEL
Partner Partner
Membership No. 085155 Membership No. 500607
UDIN: 22085155AILBNC3035 UDIN: 22500607AJFZOX2739
Place: New Delhi Place: New Delhi
Date: 05 May 2022 Date: 05 May 2022

ANNEXURE "A" REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF JINDAL STAINLESS (HISAR) LIMITED FOR THE YEAR ENDED 31 MARCH 2022.

To the best of our information and according to the explanations provided to us by the Company and the books of accounts 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 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) As per the physical verification program, Property, Plant and Equipment were physically verified during the year by the Management according to the phased program designed to cover all the items over a period of three years (accordingly during the year, certain items have been physically verified) which, in our opinion, provides for physical verification at reasonable intervals. Based on information and records provided, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the of the property tax receipts/ registered sale deed / transfer deed including mutation/ conveyance deed provided to us, we report that, the title deeds of all the immovable properties (including those pledged as securities against borrowings, which were examined based on relevant documents), (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements and included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date, except for the following:

Description of property Gross carrying value ( In Crore) Held in name of Whether promoter, director or their relative or employee Period held since Reason for not being held in name of Company
97 Kanal land situated at Tehsil Hisar & District Hisar, Haryana 9.98 Jindal Stainless Limited No April 1, 2014 The title of property is in the name of Jindal Stainless Limited and the property had been transferred to company pursuant to scheme of arrangement approved by the Honble High Court of Punjab & Haryana.
Flat nos 1602 & 1701, Tower 4, Escape, Sector - 50, Badshahpur, Gurugram, Haryana 3.24 Jindal Stainless Limited No April 1, 2014 The title of property is in the name of Jindal Stainless Limited and the property had been transferred to company pursuant to scheme of arrangement approved by the Honble High Court of Punjab & Haryana.

(d) The Company has not revalued any of its Property, Plant and Equipment (i ncluding right-of-use assets) or intangible assets or both during the year. Consequently, the ques on of our commen ng on whether the revalua on is based on the valua on by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including right-of-use assets) or intangible assets does not arise.

(e) Based on the informa on and explana ons furnished to us, no proceedings have been ini ated during the year or are pending against the Company as at 31 March 2022 for holding any benami property under the Benami Transac ons P ( rohibi on) Act, 1988 (as amended in 2016) and rules made thereunder, and therefore the ques on of our commen ng on whether the Company has appropriately disclosed the details in its nancial statements does not arise.

ii. (a) As per the physical veri ca on program, the inventories of the Company (e xcept stock lying with the third par es and in transit) have been physically veri ed by the management at reasonable intervals. In our opinion and according to the informa on and explana ons given to us, the coverage and procedures of physical veri ca on of inventory o f llowed by the Management are reasonable in rela on to the size of the Company and nature of its business. Discrepancies no ced were not of 10% or more in the aggregate for each class of inventories on such physical veri ca on of inventories when compared with books of account.

(b) As per the records veri ed, t crore, in aggregate, from banks or nancial ins tu ons on the basis of security of current assets. In our opinion and according to the informa on and explana ons given to us, the quarterly returns/ statements led by the company with the banks are generally in agreement with the unaudited books of account of the Company.

iii. The Company has provided guarantee to a company during the year and has not made investments, provided security and granted loans or advances in the nature of loans, secured or unsecured, to companies, rms, Limited Liability Partnerships or any other par es during the year. No guarantees were provided to rms, Limited Liability Partnerships or any other par es during the year.

a) During the year, the Company has provided guarantee in respect of loan taken by one company, in respect of which details are as below:

( In Crore)

Amount
A. Aggregate amount granted / provided during the year:
- Associate 509.53
B. Balance outstanding as at balance sheet date in respect of above cases:
- Associate 4376.22

b) According to the info rma on and explana ons given to us and based on the audit procedures conducted by us, we are of the opinion that terms and condi ons of aforesaid guarantees so provided, prima facie, are not prejudicial to the interest of the Company. The Company has not made investments, provided security and granted loans or advances in the nature of loans during the year.

c) In respect of loans granted by the Company to 4 (four) body corporates (read with note no. 38(a)), the schedule of repayment of principal and payment of interest has been s pulated and the repayments of principal amounts and receipts of interest are regular as per s pula on except for interest of 2.40 crore on loans given to 2 subsidiaries, which has been wri en o based on necessary approvals (read with note no. 39 (c)), considering the long-t erm interest / involvement. d) According to information and explanations given to us and based on the audit procedures performed, in respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.

e) No loans granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

f) According to information and explanations given to us and based on the audit procedures performed, the Company has not granted any loans either repayable on demand or without specifying any terms or period of repayment. Hence, reporting under clause (iii)(f) is not applicable.

iv. According to the information, explanations and representations provided by the management and based upon audit procedures performed, we are of the opinion that in respect of loans granted, investments made, guarantees and securities provided, the Company has complied with the provisions of the Section 185 and 186 of the Companies Act, 2013. v. 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. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act in respect of the Companys products and services to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

vii. (a) According to the records of the Company, the Company is generally been regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues with the appropriate authorities to the extent applicable and there were no undisputed statutory dues payable as at 31 March 2022 for a period of more than six months from the date they become payable.

(b) According to the records and information & explanations given to us, details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31 March 2022 on account of disputes are given below:

Name of The Statute Nature of Dues Amount Period to which amount relates to Forum where dispute is pending
Central Excise Duty 0.47 Jul05 – Dec07 High Court of Punjab & Haryana
Excise Act 2.66 2006-07 High Court of Punjab & Haryana
0.02 Apr 95 - Jun 95 High Court, New Delhi
6.58 Jan 99 - Dec 04 High Court of Punjab & Haryana
28.50 Jul 05 - Dec 07 Commissioner, Rohtak
0.08 1994-95 Addl. Commissioner of Central Excise, Rohtak
0.05 May 07 - Oct 07 High Court of Punjab & Haryana.
0.05 Jul 09 High Court of Punjab &Haryana.
8.82 June 2000- Nov 04 High Court Hyderabad
79.94 Jan 05- Jan 14 Commissioner Vishakhapatnam
Customs Act, 1956 Custom Duty 15.13 Mar 2014 – May 2018 Deputy Commissioner of Custom, Gurgaon
The Central Sales Tax 0.03 1993-94 High Court of Punjab & Haryana
Sales Tax, 1956 0.40 April 2017-June 2017 Deputy Commissioner (CT), Vizianagaram (AP)
Finance Act 1994 Service Tax 0.72 2014-17 Commissioner (Appeals), Panchkula
Finance Act 1994 Service Tax 0.96 April 16 - June 17 High Court Orissa
Labour Labour 0.05 2006-2011 High Court AP
Welfare Fund Welfare Cess
LADT Act/ Entry Tax Act LADT/ Entry Tax 197.36 Jan 2007 – June 2017 High Court of Punjab &Haryana.
The Punjab Electricity (Duty) Act, 1958 Electricity Duty on Open Access Power 57.81 Nov 09 to Mar 22 High Court of Punjab &Haryana.
The Electricity Act 2003 Additional Surcharge on Open Access power 62.20 Oct 19 to Jan 22 High Court of Punjab &Haryana.

viii. According to the information and explanations given to us and the records of the Company examined by 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 Tax Act, 1961 (43 of 1961), that has not been recorded in the books of account. ix. (a) On the basis of audit procedures and according to the information and explanations given to us, 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) According to the information and explanations given to us and on the basis of our audit procedures, we report that 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. There were no unutilized term loans at the beginning of the year.

(d) 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) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person, during the year, on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) The Company has raised loans during the year on the pledge of securities held in its subsidiaries or associate companies, as per details below and has not defaulted in the repayment of such loans raised.

Nature of loan taken Name of lender Amount of loan Crore) Name of the subsidiary, joint venture or associate Relation Details of security pledged/ in the process of being pledged
Term Loan a) Axis Finance Limited 50.00 JSL Lifestyle Limited Subsidiary Pledge of 2,09,11,676 equity shares
b) RBL Bank Limited 119.00 JSL Logistics Limited Subsidiary Pledge of 50,000 equity shares
Jindal Stainless Limited Associate Pledge of 8,98,68,647 equity shares
c) IndusInd Bank Limited 91.91

x. (a) The Company has not raised any money, during the year, by way of initial public offer or further public offer (including debt instruments). Hence reporting under clause 3(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 3(x)(b) of the Order is not applicable.

xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under section 143(12) of the Act in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable.

(c) As represented to us by the Management, there were no whistle blower complaints received by the Company during the year. xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company and hence reporting under clause 3(xii) of the Order is not applicable.

xiii. According to the information and explanations and records made available by the management of the Company and audit procedure performed, for transactions with the related parties during the year, the Company has complied with the provisions of Section 177 and 188 of the Act, where applicable. As explained and as per records, details of related party transactions have been disclosed in the standalone financial statements as per the applicable Indian Accounting Standards (Read with note no. 49).

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

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

xv. On the basis of records made available to us and according to information and explanations given to us, the Company has not entered into non-cash transactions with the 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. (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, reporting under clause 3(xvi)(a) of the Order is not applicable.

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

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

(d) Based on the information and explanations provided by the management of the Company, the Group has more than one CIC as part of the group. There are 4 CIC within the group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016). We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

xvii. The Company has not incurred cash losses during the financial year covered by our audit report and in the immediately preceding financial year.

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

xix. According to the information and explanations given to us and 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, 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. The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable for the year. xi. The repor ng under Clause 3(x xi) of the Order is not applicable in respect of audit of the standalone nancial statements. Accordingly, no comment in respect of the said clause has been included in this report.

For LODHA & CO For S.S. KOTHARI MEHTA & COMPANY
Chartered Accountants Chartered Accountants
ICAI-FRN: 301051E ICAI-FRN: 000756N
N.K. LODHA AMIT GOEL
Partner Partner
Membership No. 085155 Membership No. 500607
Place: New Delhi Place: New Delhi
Date: 05 May 2022 Date: 05 May 2022

ANNEXURE ‘B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF JINDAL STAINLESS (HISAR) LIMITED FOR THE YEAR ENDED 31 MARCH 2022 (Referred to in paragraph 2(g) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of JINDAL STAINLESS (HISAR) LIMITED ("the Company") as of 31 March 2022 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date in which are incorporated the Return for the year ended on the date audited by the branch auditor of the Companys branch at Kothavalasa in Vizianagaram district, Andhra Pradesh.

Managements responsibility for internal financial controls

The Companys Board of Directors 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 (the "ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note 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 ICAI. 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 judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor of the branch in terms of their reports referred to in the other matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of internal financial controls over financial reporting

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

Inherent limitations of internal financial controls over financial reporting

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

Opinion

In our opinion and based on the report of the branch auditor furnished 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 31 March 2022, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Other matter

Our aforesaid reports under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to Return audited by the branch auditor of the Companys branch at Kothavalasa in Vizianagaram district, Andhra Pradesh, is based solely on the corresponding report of the respective branch auditor.

Our opinion is not modified in respect of this matter with respect to our reliance on the work done and the report of the other auditor.

For LODHA & CO For S.S. KOTHARI MEHTA & COMPANY
Chartered Accountants Chartered Accountants
ICAI-FRN: 301051E ICAI-FRN: 000756N
N.K. LODHA AMIT GOEL
Partner Partner
Membership No. 085155 Membership No. 500607
Place: New Delhi Place: New Delhi
Date: 05 May 2022 Date: 05 May 2022