mukand ltd Auditors report


To the Members of Mukand Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Mukand 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 then ended and notes to the standalone Ind AS financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "standalone Ind AS financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 accounting principles generally accepted in India including the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, of the state of affairs of the Company as at March 31, 2023, its profit (including other comprehensive income), its changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs) 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 Standalone Ind AS 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 Ind AS financial statements under the provisions of the Act and 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 on the standalone Ind AS financial statements.

Emphasis of Matter

We draw attention to the following matters in the notes to the standalone Ind AS financial statements:

Note 49 to the standalone Ind AS financial statements which describes the accounting for the Scheme of Amalgamation interalia between the Company and Mukand Global Finance Limited ("MGFL"), a wholly owned subsidiary of the Company. The Scheme has been approved by the National Company Law Tribunal ("NCLT") vide its order dated April 29, 2022 and a certified copy of the order has been filed by the Company with the Registrar of Companies, Mumbai Maharashtra, May 31, 2022. Though the appointed date as per the NCLT approved Scheme is April 01, 2019, as per the requirements of Appendix C to Ind AS 103 "Business Combination", the combination has been accounted for as if it had occurred from the beginning of the preceding period in the financial statements. Accordingly, the amounts relating to the year 2021-2022 includes the impact of the business combination and the amounts for the corresponding financial year presented have been restated by the Company after recognizing the effect of the amalgamation. Further, in terms of the aforesaid approved Scheme of Amalgamation, Mukand Engineers Limited (MEL), an Associate, also stands amalgamated with the Company from the appointed date April 01, 2019 which is also acquisition date. In terms of the accounting treatment as approved by NCLT, the Company has partially adjusted difference arising between the consideration paid and aggregate of fair value of net assets taken over against balance of the Securities Premium arising in the books of the Company pursuant to the Scheme. This accounting treatment although is different from that prescribed under the Ind AS 103, is in conformity with the accounting principles generally accepted in India, as the same has been approved by the NCLT.

Our opinion is not modified in respect of the above matter.

Key Audit Matters

These matters were addressed in the context of our audit of the standalone Ind AS 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 matter to be communicated in our report.

Key audit matter How our audit addressed the Key Audit Matter:
1. Revenue recognition We have performed the following procedures among others:
(Refer Note 26 of the standalone financial statements) • Assessed the companys accounting policies relating to revenue recognition by comparing the same with applicable accounting standard.
The Company recognizes revenue from sale of goods when control over the goods is transferred to the customer. The terms of sales arrangements, including the timing of transfer of control delivery specifications, creates complexity and judgment in determining timing of revenue recognition. The actual point in time when revenue is recognized varies depending on the terms and conditions of the sale contracts entered into with customers. There exist a risk that revenue is recognised during the cut off period though the control may not have been passed to the customers. • Understood and evaluated the design and tested the operating effectiveness of controls around estimation of costs to complete the project including the review and approval of estimated project cost.
The Company generates part of its revenue from long term construction / project related activity and contracts for supply / commissioning of plant and equipment which is accounted under the percentage of completion method ("POC"), which is the proportion of cost of work performed to-date, to the total estimated contract costs. Determination of revenue under POC requires significant judgements and estimates in particular with respect to estimation of the cost to complete the projects. • Verified the contracts on test check basis entered by the Company for the consideration and relevant terms and conditions relating to variations to the cost.
Due to estimates, judgements and complexity involved in application of the revenue recognition standards, we have considered this matter as a key audit matter. • Verified original invoices, purchase orders, receipts, etc. for the actual costs incurred up to the yearend date on test check basis.
• Verified that revenue has been recognised as per the agreed terms and when the conditions for revenue recognitions are satisfied.
• Discussed the status of the project, evaluated the reasonableness of the estimates of the cost to be incurred to complete the projects, verified the revision in total cost during the year and obtained the reasons for such revision.
• Assessed the adequacy of the disclosures made in respect of revenue from sale of goods and the undergoing engineering projects of the Company.
2. Accounting for the Scheme of Amalgamation: We have performed the following procedures among others:
(Refer Note 49 of the standalone financial statements)
The Honble National Company Law Tribunal, Mumbai Bench ("NCLT") vide its order dated April 29, 2022, has approved the Scheme of Amalgamation of Adore Traders & Realtors Private Limited ("Adore") with the parent Mukand Global Finance Limited ("MGFL") followed by the amalgamation of MGFL and Mukand Engineers Limited ("MEL") with the Company. The Scheme is made effective from the appointed date April 01, 2019. Certified copy of the NCLT order has been filed with the Registrar of Companies, Mumbai, on May 31, 2022. • Understood from the management, assessed and tested the design and operating effectiveness of the Companys key controls over the accounting of both the business combination.
Amalgamation with MGFL, being under common control, has been accounted by the Company under pooling of interest method in accordance with Appendix C of Ind AS 103 Business Combination. Amalgamation with MEL, an associate of the Company, has been accounted by the Company under acquisition method in accordance with Ind AS 103. • Read and assessed the provisions of the Scheme and the NCLT order submitted with ROC.
We considered the above as a key audit matter as this is a significant non routine transaction during the year and as it involves significant amounts including exercise of judgement and interpretation of the relevant accounting standards and applicable tax and other statues / regulations. • Obtained an understanding and assessed the effectiveness of process followed by the management for recording the accounting treatment prescribed in the Scheme.
• Evaluated whether the accounting treatment of the said transaction is in line with the applicable Indian Accounting Standards (Ind AS) and accounting guidance.
• Verified whether the accounting entries recorded in the books are in line with the accounting treatment assessed above, including the arithmetical accuracy of the same.
• Traced the assets, liabilities, tax losses of amalgamated entities from the audited special purpose financial statements received from the other auditors.
• Verified the Purchase Price Allocation study report issued by an independent firm of Chartered Accountant to ensure that assets and liabilities of MEL are recorded as per the fair value given in the PPA report.
• Assessed the adequacy and appropriateness of the disclosures made in the standalone financial statements.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report, but does not include the standalone Ind AS financial statements, consolidated Ind AS financial statements and our auditors report thereon. Our opinion on the standalone Ind AS 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 Ind AS 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 Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS 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 Ind AS 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 accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 Ind AS 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 Ind AS 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.

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

Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements

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

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

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

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone Ind AS 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 Ind AS financial statements, including the disclosures, and whether the standalone Ind AS 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 Ind AS financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we report in "Annexure 1", 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, we report that:

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

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

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

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS prescribed 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, and 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 financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure 2";

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, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided 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 Ind AS financial statements Refer Note 37 on Contingent Liabilities to the standalone IndAS financial statements;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, except minor delays as disclosed below:

Sr. No. Nature of Dues Amount Transferred (in Rs.) Last Date of Transfer Actual Date of Transfer
1 Public Deposits Rs. 80,000 03-02-2023 07-02-2023
2 Public Deposits Rs. 35,000 02-07-2022 07-07-2022

iv. a) The Management has represented that, to the best of its knowledge and belief, 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 company(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or company(ies), including foreign entities ("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 are 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.

As stated in the standalone Ind AS financial statements:

a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in compliance with section 123 of the Act.

b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in compliance with section 123 of the Act. vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 01, 2023, reporting under this clause is not applicable.

For DHC & Co

Chartered Accountants

ICAI Firm Registration No.103525W

Atul Paliwal

Partner

Membership No. 401969

UDIN: 23401969BGYJD

U4085

Place : Jaipur Date : May 16, 2023

ANNEXURE 1 TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section in the Independent Auditors Report of even date to the members of Mukand Limited ("the Company") on the standalone 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 standalone Ind AS financial statements of the Company and taking into consideration the information, explanations and written representation given to us by the management and the books of account and other records examined by us in the normal course of audit, we report that: (i) (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) During the year, the Property, Plant and Equipment of the Company have been physically verified by the management and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of lessee), disclosed in the standalone Ind AS financial statements are held in the name of the Company.

(d) The Company has not revalued its Property, Plant and Equipment and/or Intangible Assets during the year. Accordingly, reporting under clause (i)(d) of paragraph 3 of the Order is not applicable.

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

(ii) (a) The inventory (excluding material in transit) has been physically verified by the management during the year. In our opinion, the coverage and procedure of such verification by the management is appropriate. No discrepancies of 10% or more in aggregate for each class of inventory were noticed on physical verification carried out during the year.

(b) The Company has been sanctioned unsecured working capital limits in excess of five crore rupees during the year, in aggregate from banks and/or financial institutions. Therefore, reporting under clause (ii)(b) of paragraph 3 of the Order is not applicable.

(iii) (a) During the year, the Company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to the following entities

(Rs. in crores)

Sr. No. Particulars Loans
1 Aggregate amount granted / provided during the year
a Other related party -
b Other party (including renewal of loans) 55.16
2 Balance outstanding as at March 31, 2023 in respect of above cases
a Other related party -
b Other party 53.91

(b) The investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advance in the nature of loan and guarantees provided by the Company during the year are not prejudicial to the interest of the Company, except the following:

Sr. No. Name of the entity Nature Amount Outstanding including interest (Rs. in crores) Remarks
1 Indian Thermal Power Private Limited Loan Given 13.67 Interest for the current year waived off as ECL provision is made
2 Vidyavihar Containers Limited Loan Given 9.93 Interest for the current year waived off as ECL provision is made

(c) The schedule of repayment of principal and payment of interest in respect of the loans and advances in the nature of loans has been stipulated and the repayments or receipts during the year are regular as stipulated, except in the following instances where delay has been more than a year:

Name of the Entity Nature Amount (Rs. in crores) Due Date
A. M. Realty Private Limited Interest 0.27 Various
Aasman Trading Private Limited Interest 1.18 Various
Parinee Realty Private Limited Interest 0.04 Various
Rajesh Estate & Nirman Limited Interest 0.29 Various
Vijay Group Housing Private Limited Interest 0.16 Various
Indian Thermal Power Private Limited Interest 0.18 Various
Vidyavihar Containers Limited Interest 1.74 Various
Indian Thermal Power Private Limited Principal 13.49 Various
Vidyavihar Containers Limited Principal 8.19 Various

(d) In respect of the aforesaid loans and advances in the nature of loans, the details of amount which is overdue for more than ninety days are as below:

No. of Cases Principal Amount Overdue Interest Overdue Total Overdue
7 Rs. 21.68 crores Rs. 3.86 crores Rs. 25.54 crores

(e) In respect of following loans which were granted and had fallen due during the year, were renewed. Further, no fresh loans were granted to same parties to settle the existing overdue loans/advances in nature of loan:

Name of the Parties Aggregate amount of dues renewed (Rs. in crores) % of the aggregate to the total loans granted (including renewed) during the year
A. M. Realty Private Limited 0.38 0.69%
Aasman Trading Private Limited 0.44 0.80%
Parinee Realty Private Limited 4.55 8.25%
Rajhans Nutriments Private Limited 14.89 27.00%
Konark Herbal & Healthcare Private Limited 14.75 26.74%

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

(iv) The Company has complied with the provisions of sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, except for the details given below:

Nature of non- compliance Name of Company Amount Involved Balance as at March 31, 2023 Remarks
Loan given at rate of interest lower than prescribed 1) Indian Thermal Power Private Limited Rs. 13.67 crores Rs. 13.67 crores These loans were given by Adore & MGFL which are now merged with the Company. Further, Interest has been waived as ECL provision has been created.
2) Vidyavihar Containers Limited Rs. 9.93 crores Rs. 9.93 crores

(v) In our opinion, the Company has complied with the directives issued by Reserve Bank of India, the provisions of sections 73 to 76 of the Act and the rules made there under with regard to the acceptance of deposits or amounts which are deemed to be deposits. Further, as informed, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits or amounts which are deemed to be deposits.

(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 thereunder. 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, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective July 01, 2017, these statutory dues have been subsumed into Goods and ServicesTax.

The Company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including

Goods and Services tax (GST), provident fund, employees state insurance, income-tax, custom duty, cess and any other material statutory dues applicable to it, though there has been a slight delay in a few cases.

No undisputed amounts payable in respect of provident fund, employees state insurance, income tax, GST, customs duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, service tax, value added tax, goods and service tax, customs duty, excise duty on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. in Crore) Period to which the amount relates Forum where dispute is pending
Income Tax Act Income Tax 0.594 1996-97 Assessing Officer
Income Tax Act Income Tax 1.829 2013-14 Assessing Officer
Income Tax Act Income Tax 0.050 2015-16 Assessing Officer
Income Tax Act Income Tax 0.067 2016-17 Assessing Officer
Income Tax Act Income Tax 1.941 2017-18 Assessing Officer
Sales Tax Local Sales Tax, Central Sales Tax 0.018 1988-89,1989-90 Tribunal
Sales Tax Local Sales Tax, Central Sales Tax 0.021 1989-90, 1990-91, 1991-92, 1996-97, 1998-99 Deputy Commissioner Appeal
Sales Tax Local Sales Tax, Central Sales Tax 0.009 2012-13 Commercial Tax Tribunal
Sales Tax Sales Tax 0.135* 2001-02, 2003-04 High Court UP
Sales Tax Sales Tax 3.337* 2001-02, 2002-03, 2003-04, 2004-05, 2011-12, 2012-13, 2013-14, 2014-15, 2016-17 Asst. Commissioner (Sales Tax)
Sales Tax Sales Tax 1.017* 2001-02, 2002-03, 2004-05, Tribunal
Trade Tax and Entry Tax UP Trade Tax and Entry Tax 0.074* 2001-02 High Court
Entry Tax Entry Tax 0.109 2002-03 Additional Commissioner (Appeal)
UP Trade Tax UP Trade Tax 0.029* 2007-08 Additional Commissioner (Appeal)
UP VAT UP Trade Tax 0.031* 2008-09 Additional Commissioner (Appeal)
UP VAT UP Trade Tax 0.055* 2009-10 Additional Commissioner (Appeal)
UP VAT (CST) UP Trade Tax 0.01 2012-13 Tribunal

* Net of amount deposited i.e. demand has been paid under protest.

(viii) We have not come across any transactions which were previously not recorded in the books of account of the Company that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

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

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

(c) The Company has prima facie utilized the money obtained by way of term loans during the year for the purposes for which they were obtained.

(d) On an overall examination of the standalone Ind AS financial statements of the Company, no funds raised on short-term basis have, been used for long-term purposes by the Company.

(e) On an overall examination of the standalone Ind AS 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, associates or joint ventures as defined under the Act.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, as defined under the Act.

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

(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

(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 nor any fraud on the Company has been noticed or reported during the year, nor have we been informed of any such instance by the management.

(b) No report under section 143(12) of the Act has been filed with the Central Government by the auditors of the Company in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, during the year or upto the date of this report.

(c) There are no whistle blower complaints received by the Company during the year and upto the date of this report.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, reporting under clause (xii) of paragraph 3 of the Order is not applicable.

(xiii) All transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable and the details have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

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

(b) We have considered the Internal Audit Reports of the Company issued till date, for the period under audit. (xv) The Company has not entered into any non-cash transactions with its directors or persons connected with them during the year and hence, provisions of section 192 of the Act 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. Therefore, reporting under clause (xvi)(a) and (b) of paragraph 3 of the Order are not applicable.

(b) The Company is not a Core Investment Company (CIC) as defined in Core Investment Companies (Reserve Bank) Directions, 2016 ("Directions") by the Reserve Bank of India. Accordingly, reporting under clause (xvi)(c) and (d) of paragraph 3 of the Order are not applicable.

(c) As informed by the Company, the Group to which the Company belongs has Seventeen (17) CIC as part of the Group (including the CICs exempt from registration and CICs not registered).

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

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

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone Ind AS 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 cause us to believe that any material uncertainty exists as on the date of this audit report and that the 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 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 provisions of section 135 of the Act are not applicable to the Company. Hence, reporting under clause

(xx) of paragraph 3 of the Order is not applicable.

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

For DHC & Co.

Chartered Accountants

ICAI Firm Registration No. 103525W

Atul Paliwal

Partner

Membership No. 401969

UDIN: 23401969BGYJDU4085

Place: Jaipur

Date: May 16, 2023

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section in our Independent Auditors Report of even date to the members of Mukand Limited on the standalone Ind AS financial statements for the year ended March

31, 2023]

Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to financial statements of Mukand 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 based on the internal control with reference to 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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, 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 with reference to 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 financial statements and their operating effectiveness.

Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls 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 financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A companys internal financial control with reference to 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 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 Financial Statements

Because of the inherent limitations of internal financial controls with reference to 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 financial statements to future periods are subject to the risk that the internal financial controls with reference to 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, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 2023, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by the ICAI.

For DHC & Co.

Chartered Accountants

ICAI Firm Registration No. 103525W

Atul Paliwal

Partner

Membership No. 401969

UDIN: 23401969BGYJDU4085

Place: Jaipur

Date: May 16, 2023