kesar enterprises ltd Auditors report

To the Members of Kesar Enterprises Limited

Report on the Audit of the Ind AS Financial Statements Opinion

We have audited the accompanying financial statements of KESAR ENTERPRISES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its loss, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 45 in the Ind AS financial statements, for the reason stated in the said note, the management has a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future, the Ind AS financial statements has been prepared on going concern basis, despite accumulated losses resulting in erosion of its net worth.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern as above, we have determined the matter described below to be the key audit matter to be communicated in our report.

Key Audit Matter	How our audit addressed the key audit matter
Valuation of Inventory:	Principle Audit Procedures
As on March 31, 2023, the Company has inventory of sugar with the carrying value Rs. 8,153.01 Lakhs. The inventory of sugar is valued at the lower of cost and net realizable value.	We understood and tested the design and operating effectiveness of controls as established by the management in determination of net realizable value of inventory of sugar.
We considered the inventory valuation of sugar as a key audit matter given the relative size of the balance in the financial statements and significant judgment involved in the consideration of factors such as minimum sale price, monthly quota, fluctuation in selling prices and the related notifications of the Government in determination of net realizable value. (Refer Note 8 to the financial Statements)	Assessing the appropriateness of Companys accounting policy for valuation of finished goods and compliance of the policy with the requirements of the prevailing accounting standards.
	We considered various factors including the actual selling price prevailing around and subsequent to the year- end, minimum selling price, monthly quota and other notifications of the Government of India, initiatives taken by the Government with respect to sugar industries.
	Compared the cost of the finished goods with the estimated net realizable value and checked if the finished goods were recorded at net realizable value where the cost was higher than the net realizable value.
	Based on the above procedures performed, the managements determination of the net realizable value of the inventory of sugar as at the year end and comparison with cost for valuation of inventory, is considered to be reasonable

 

Key Audit Matter	How our audit addressed the key audit matter
Regulations Litigations and claims	Our Audit approach in relation to the matter involved the following:
The Company is exposed to various laws and regulations. In this regulatory environment, there is an inherent risk of litigations and claims. Consequently, provisions and contingent liabilities disclosures may arise from direct and indirect tax proceedings, legal proceedings, including regulatory and other government / department proceedings, as well as investigations by authorities.	Review the outstanding litigations against the Company for consistency with the previous years. Enquire and obtain explanations for movement during the year.
As at March 31, 2023, the Companys has ascertained contingent liabilities of Rs 6,059.64 Lakhs.	Reading the latest correspondence between the Company and the various tax/legal authorities for significant matters.
Management applies significant judgement in estimating the likelihood of the future outcome in each case when considering whether, and how much, to provide or in determining the required disclosure for the potential exposure of each matter. This is due to the highly complex nature and magnitude of the legal matters involved along with the fact that resolution of tax and legal proceedings may span over multiple years and may involve protracted negotiation or litigation. These estimates could change substantially over time as new facts emerge and each legal case progress.	Examined selectively the Companys legal expenses and read fully the minutes of the board meetings, in order to ascertain all cases have been identified.
We determined this matter to be a key audit matter due to the inherent complexity and magnitude of potential exposures across the Company and the judgment necessary to estimate the amount of provisions required or determine the required disclosure.	With respect to tax matters, involving our tax specialists, and discussing with the Companys personnel dealing with tax matters, their views and strategies on significant cases, as well as the related technical grounds relating to their conclusions based on applicable tax laws and precedence.
(Refer Note 32 to the financial Statements)	Assessing the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures.
	For those matters where management concluded that no provisions should be recognised, by considering the adequacy and completeness of the Companys disclosures
	For complex regulatory litigations, reviewing the relevant correspondence by the company, by studying the matters in the light of past precedence and views of companys legal advisor as made available by the company

Emphasis of Matter

We draw attention to,

a) Note 44 (a) to the accompanying Ind AS financial statements, For the reason stated in the said note, the Company has received the sanction letter from UCO bank for One Time Settlement (OTS) and based on the said letter, the Company has agreed to make the payment based on the payment schedule and accordingly the Company has made the provision of interest on accrual basis in the financial statement. Effects arising out of completion of the OTS will be given on receipt of "No Dues Certificate" from UCO Bank.

b) Note 44 (b) to the accompanying Ind AS financial statements, according to which the Company has not revalued the Property Plant and Equipment which is required to be carried out as per Ind AS 16 at the regular interval as per the management which was adopted as a policy at the time of Ind AS adoption. The impact of the same is not reflected in the financial statement. Our opinion is not modified in respect of these matter.

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 Boards Report including Annexures to Boards Report but does not include the financial statements and our auditors report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditors Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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.

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 section 143(11) of the Act, we give in "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

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

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

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

g) With respect to the other matter to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act: In our opinion and to the best of our information and according to the explanations given to us, the Company has not paid/provided for any managerial remuneration to its directors during the year. Accordingly, the provisions of section 197 of the Act are not applicable to the Company.

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 Ind AS financial statements Refer Note 32 on Contingent Liabilities to the Ind AS financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

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

v. The Company has neither paid nor declared any dividend during the year. So, the compliance with respect to section 123 of the Act is not applicable.

For V. C. Shah & Co.

Chartered Accountants

ICAI Firm Registration No.109818W

Viral J. Shah

Partner

Membership No.: 110120

UDIN: 23110120BGXNJC2898

Place: Mumbai Date: May 30, 2023

ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the Members of KESAR ENTERPRISES LIMITED on the Ind AS financial statements for the year ended March 31, 2023)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Ind AS financial statements of the Company and to the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i. (a) (A) The Company is maintaining proper records showing full particulars including quantitative details and situation of Property, plant and equipment.

(B) The company is maintaining proper records showing full particulars of intangible assets.

(b) The Property, Plant and Equipment were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the property, plant and equipment at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed during such verification.

(c) The title deeds of the immovable property disclosed in the financial statements are held in the name of the company except in respect of freehold land, which was owned by the Company in Village Khurpia, Tehsil Kiccha, District Udham Singh Nagar, Tehsildar (Tehsil Kiccha, District Udham Singh Nagar) is now been reflected in the name of the third party as owner, in Khatauni as on 31^st March, 2023.

(d) The company has not revalued its property, plant and equipment (including right of use assets) and intangible assets, during the year. Hence, reporting under clause (i)(d) of paragraph 3 of the Order is not applicable.

(e) As represented by the Management, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2023, for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. Hence, reporting under clause (i)(e) of paragraph 3 of the Order is not applicable.

ii. (a) According to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The discrepancies noticed on verification between the physical stocks and the book records as at the year-end were not material and have been properly dealt with in the books of account wherever necessary.

(b) The Company has not been sanctioned working capital limits in excess of 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause (ii)(b) of paragraph 3 of the Order is not applicable.

iii. The Company has made investments in, companies, firms, Limited Liability Partnerships, and granted unsecured loans to other parties, during the year, in respect of which:

(a) During the year, the Company has not provided loans or advances in the nature of loans or stood guarantees or provided security to any other entity. Hence, reporting under clause (iii)(a) of paragraph 3 of the Order is not applicable.

(b) In our opinion, the investments made, loans and advances in nature of loans during the year are, prima facie, not prejudicial to the Companys interest. The company has not provided any guarantees to any parties.

(c) According to the information and explanations given to us and based on the audit procedures performed by us, the Company has not granted loans and advances in the nature of loans. Hence, reporting under clause (iii)(c), (d), (e) and (f) of paragraph 3 of the Order is not applicable.

iv. The company has not granted any loans to any parties as specified under section 185 of the Act. Further the Company has complied with section 186 of Act for all the investment made. The Company has not given any guarantee of security to anybody during the year.

v. According to the information given to us and based on the audit procedures performed by us, the Company has not accepted any deposit or amounts which are deemed to be deposits, as per the directives issued by Reserve Bank of India and the provisions of the section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Hence, reporting under clause (v) of paragraph 3 of the Order is not applicable.

vi. The maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Act and rules there under. We have broadly reviewed such records and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. vii. In respect of statutory dues:

(a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2023, for a period of more than six months from the date they became payable.

(b) There are no dues with respect to income tax, sales tax, service tax, value added tax, GST, customs duty, excise duty which have not been deposited on account of any dispute, except for details given below:

Sr. No. Name of the statute	Nature of dues	As on 31.03.2023	Period to which the amount relates	Forum where dispute is pending
		(Rs in Lakhs)
1 Central Sales Tax Act, 1956	Central Sales Tax	48.84	2002-03, 2003-04 and 1989-90	High Court, Allahabad
2 U.P. Tax on Entry of Goods into Local Area Act ,2007	Entry Tax	806.68	2000-01 to 2006-07	D.C. (A) Bareilly
3 U.P. Tax on Entry of Goods into Local Area Act ,2007	Entry Tax	83.10	2008-09, 2009-10	Joint Commissioner (Corporate Circle), Commercial Tax, Bareilly
4 U.P. Tax on Entry of Goods into Local Area Act ,2007	Entry Tax	28.38	2010-11	High Court, Allahabad
5 U.P. Tax on Entry of Goods into Local Area Act ,2007	Entry Tax	1.66	2010-11	Joint Commissioner (Ap- peal), Bareilly
6 U.P. Tax on Entry of Goods into Local Area Act ,2007	Entry Tax	10.25	2017-18	Additional Commissioner (Appeal)
7 U.P. Tax on Entry of Goods into Local Area Act ,2007	Entry Tax	4.30	2015-16	Member Tribunal, Bareilly
8 U.P. Trade Tax Act, 1948	Trade Tax	6.57	1987-88 to 1989-90 and 1991-92 to 1993-94, 1997-98	High Court, Allahabad
9 Central Excise Act, 1944	Cenvat Credit of Steel Materials	1.44	2012-2013	Supreme Court
10 Central Excise Act, 1944	Cenvat Credit on Sale of Bagasse	2.79	2015-16	Ac AEX Bareilly
11 Central Excise Act, 1944	Cenvat Credit on Molasses Received	3,286.21	2012-2013	Commissioner CEX Noida/ Meerut
12 Central Excise Act, 1944	Wrong Reversal of CENVAT Credit	53.40	2007-08, 2008-09, 2010- 11, 2011-12, 2012-2013	Supreme Court
13 Central Excise Act, 1944	Wrong Reversal of CENVAT Credit	185.23	2014-15, 2015-16	Commissioner CEX (Appeal) Noida

 

Sr. No. Name of the statute	Nature of dues	As on 31.03.2023	Period to which the amount relates	Forum where dispute is pending
		(Rs in Lakhs)
14 Central Excise Act, 1944	Wrong Reversal of CENVAT Credit	1.67	2016-2017	Asst. Comm. Bareilly
15 Central Excise Act, 1944	Cenvat Credit on Steel Materials	3.35	2014-15	Supreme Court
16 Central Excise Act, 1944	Cenvat Credit on Steel Materials	6.67	2011-12	Supreme Court
17 Central Excise Act, 1944	Cenvat Credit on Steel Materials	10.46	2012-2013	Supreme Court
18 Central Excise Act, 1944	Cenvat Credit on Steel Materials	5.13	2012-2013	Supreme Court
19 Central Excise Act, 1944	CENVAT Credit availed on Mo- lasses	634.45	2012-2013	High Court
20 Central Excise Act, 1944	Demand of reversal of Cenvat Credit Steel ma- terials	3.48	2008-2009	Supreme Court
21 Central Excise Act, 1944	Demand on Service Tax on Commission	148.15	2014-15	Commissioner CEX Meerut
22 Central Excise Act, 1944	Denial of Cenvat on Molasses	273.85	2015-2016	Commissioner CEX Noida
23 Central Excise Act, 1944	Excise Duty on Sale of Bagasse & Press Mud	17.04	2007-08	Supreme Court
24 Central Excise Act, 1944	Excise on Short- age of Sugar/Mo- lasses /Scrap	308.62	2011-12 & 2012-13	Jt. Commissioner CEX Noida
25 Central Excise Act, 1944	Arrears of Over- time of Excise Personnel	1.08	2006-07, 2007-08 & 2008-09	High Court, Allahabad
26 Central Excise Act, 1944	License Fee Payable	0.48	2007-08	A.E.C. (U.P.)
27 Central Excise Act, 1944 & Central Excise Rules, 2002	Demand of reversal of Cenvat Credit on Steel / Welding Electrode	19.94	2005-2006 to 2008-2009 and 2011-2012	Cestat, Allahabad.

viii. As represented by the Management, there were no transactions which were previously not recorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. (a) In our opinion and according to the information and explanation given to us, and based on the audit procedures performed by us, the company has defaulted in the repayment of loans or borrowings to banks and lenders. Details of which are as follows. -

Nature of borrowing including debt securities	u	Amount not paid on due date	Whether principal or interest	No. of days delay or unpaid	Remarks, if any	Paid on	Due date
Term Loan	UCO Bank	1,611.00	Principal	Unpaid	Default of installments starting from 30-9-2016 till 31-12-2021
Term Loan	UCO Bank	937.65	Principal	Unpaid	Default of installments starting from 30-9-2016 till 31-12-2021
Term Loan	UCO Bank	7,241.94	Interest	Unpaid	Default of interest starting from 31-01-2016 till 31-03- 2023
Term Loan	Govt of India (Ministry of Consumer Affairs, Food and Public Distribution)	2,862.93	Principal	Unpaid	Default of principal from 31- 3-2015 to 30-09-2019
Term Loan	Govt of India (Ministry of Consumer Affairs, Food and Public Distribution)	3,284.63	Interest	Unpaid	Default of interest from 31- 3-2015 to 31-3-2023
Term Loan	Govt of India (Ministry of Consumer Affairs, Food and Public Distribution)	453.89	Principal	Unpaid	Default of principal from 03- 08-2018 to 03-08-2022
Term Loan	Govt of India (Ministry of Consumer Affairs, Food and Public Distribution)	300.20	Interest	Unpaid	Default of interest from 03- 8-2015 to 03-08-2022
Term Loan	Uttar Pradesh Co- operative Bank Ltd	386.12	Principal	Unpaid			3 1 - 0 8 - 2021
Term Loan	Uttar Pradesh Co- operative Bank Ltd	787.00	Principal	Unpaid			2 8 - 0 2 - 2022
Term Loan	Uttar Pradesh Co- operative Bank Ltd	944.50	Principal	Unpaid			3 1 - 0 8 - 2022
Term Loan	Uttar Pradesh Co- operative Bank Ltd	944.50	Principal	Unpaid			2 8 - 0 2 - 2023
Term Loan	Uttar Pradesh Co- operative Bank Ltd	88.10	Interest	Unpaid			3 1 - 0 8 - 2022
Term Loan	Uttar Pradesh Co- operative Bank Ltd	176.99	Interest	Unpaid			2 8 - 0 2 - 2023
Term Loan	UCO Bank	2,760.50	Principal	Unpaid	Default of interest from 28- 07-2014 to 11-09-2014
Term Loan	UCO Bank	2,062.67	Interest	Unpaid	Default of interest from 01- 10-2015 to 31-03-2023
Term Loan	Uttar Pradesh Co- operative Bank Ltd	200.00	Principal	345		1 1 - 0 8 - 2022	3 1 - 0 8 - 2021

 

Nature of borrowing including debt securities	Name of lender*	Amount not paid on due date	Whether principal or interest	No. of days delay or unpaid	Remarks, if any	Paid on	Due date
Term Loan	Uttar Pradesh Co- operative Bank Ltd	100.00	Principal	384		1 9 - 0 9 - 2022	3 1 - 0 8 - 2021
Term Loan	Uttar Pradesh Co- operative Bank Ltd	100.00	Principal	535		1 7 - 0 2 - 2023	3 1 - 0 8 - 2021
Term Loan	Uttar Pradesh Co- operative Bank Ltd	200.00	Interest	78		1 7 - 0 5 - 2022	2 8 - 0 2 - 2022
Term Loan	Uttar Pradesh Co- operative Bank Ltd	11.60	Interest	336		3 0 - 0 1 - 2023	2 8 - 0 2 - 2022
Term Loan	Uttar Pradesh Co- operative Bank Ltd	88.40	Interest	152		3 0 - 0 1 - 2023	3 1 - 0 8 - 2022
Term Loan	UCO Bank	2,500.00	Principal	-	Paid under OTS	-	-

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

(c) According to the information and explanations given to us and based on the audit procedures performed by us, term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and based on the audit procedures performed by us, there is no fund which is raised on short-term basis during the year. Hence, the reporting under clause (ix) (d) of paragraph 3 of the Order will not be applicable.

(e) The Company does not have any subsidiary, joint venture or associates. Hence, reporting under clause (ix) (e) and (f) of paragraph 3 of the Order is not applicable.

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

xi. (a) To the best of our knowledge and according to the information and explanations provided to us, no material fraud by the Company or on the Company has been noticed or reported during the year. Hence, reporting under clause (xi)(a) of paragraph 3 of the Order is not applicable.

(b) No report under sub-section (12) of section 143 of the Companies Act is required to be filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

(c) As represented by the management, there are no whistleblower complaints received by the Company during the year.

xii. The Company is not a Nidhi Company. Hence, reporting under clause (xii)(a), (b) and (c) of paragraph 3 of the Order is not applicable.

xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

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

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

xv. In our opinion during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors as per the provisions of section 192 of the Companies Act, 2013. Hence, reporting under clause (xv) of paragraph 3 of the Order is not applicable to the Company.

xvi. (a) The According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act. Further, the Company has not conducted any Non-Banking Financial or Housing Finance Activities. Hence, the reporting under clause (xvi) (a), (b) and (c) of paragraph 3 of the order is not applicable.

(c) As informed to us, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause (xvi)(d) of paragraph 3 of the Order is not applicable.

xvii. The Company has incurred cash losses of Rs. 2,519.34 Lakhs during the current financial year and Rs. 1,083.78 lakhs during the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditor during the year. Hence, reporting under clause (xviii) of paragraph 3 of the Order is not applicable.

xix. On the basis of the financial ratios Refer Note no. 49, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. Provisions of section 135 of Companies Act, 2013 related to Corporate Social Responsibility is not applicable to the company since the Company is in loss, Hence, reporting under clause (xx)(a) and (b) of paragraph 3 of the Order is not applicable to the company.

For V. C. Shah & Co.

Chartered Accountants

ICAI Firm Registration No.109818W

Viral J. Shah

Partner

Membership No.: 110120

UDIN: 23110120BGXNJC2898

Place: Mumbai

Date: May 30, 2023

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the Members of KESAR ENTERPRISES LIMITED on the Ind AS financial statements for the year ended March 31, 2023) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub- section 3 of Section 143 of the Companies Act, 2013 (the "Act")

We have audited the internal financial controls over financial reporting of KESAR ENTERPRISES LIMITED (the "Company") as of March 31, 2023 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Managements Responsibility for Internal Financial Controls

The Management of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (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 Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

For V. C. Shah & Co.

Chartered Accountants

ICAI Firm Registration No.109818W

Viral J. Shah

Partner

Membership No.: 110120

UDIN: 23110120BGXNJC2898

Place: Mumbai

Date: May 30, 2023