options chain Auditors report

To the Members of APT Packaging Limited-

Report on the standalone Financial Statements: Opinion

We have audited accompanying standalone financial statements of APT Packaging Limited ("the Company"), which comprise the Balance Sheet as at 31^stMarch 2022, the Statement of Profit and Loss (excluding other comprehensive income) and the Cash Flow Statement for the year ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as ‘standalone financial statement). The statement of Other Comprehensive income and statement of changes in equity is not enclosed as the company has not adopted the Indian Accounting Standards (Ind AS). In our opinion and to the best of our information and according to the explanations give to us, the aforesaid standalone financial statements give the information required the Companies Act,2013 (" the Act) in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India excluding the Ind AS, as prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended but to comply with the Companies ( Accounting Standards) Rule 2006 of the state of affairs of the company as at March 31,2022 and its Loss and its Cash Flow, for the year ended on that date read with the observations noted below:

Non adoption of mandatory Ind AS.

- According to the provision of the act and the notification of the companies (Indian Accounting Standards) Rule, 2015 and (amendment) Rules, 2016, the company has to mandatorily adopt Indian Accounting standards (Ind AS) with effect from 01.04.2017 instead of accounting standards adopted till the end of financial year 2016-17 being a Public and listed company (although the listing is suspended since 2008 and the company is process to restore the listing). The company has not yet implemented the Ind AS and to that extent the preparation and presentation of these financial statements are not in compliance with the Ind AS. The exact impact of the same could not be measured and commented upon in view of insufficient record and information.

- The management is of the opinion that the impact of adopting Ind AS would not be materially affect the financial result of the company as such and presently the shares of the company are suspended from trading due to procedural reasons. The company is pursuing with the Stock exchange for restoration of trading of shares of the company. In the meantime, the management of the company is planning to adopt the Ind AS as soon as possible. (Refer Note No. 33)

Going Concern

- The companys ability to going concern may affect as the Board of Directors of the company has decided to sellout both the co-extrude tube units situated at Pharola- Aurangabad Maharashtra and laksar-Haridwar- Uttarakhand to reduce the secured creditors and minimize the burden of interest/ financial cost as per the resolution passed in their meeting dated 18-01- 2021and approved by shareholders. The management of the company has disposed off Land & Building at Pharola, Aurangabad and its manufacturing activity at the unit is closed. At present the manufacturing activity is done at Laksar, Haridwar unit only. Being the only business of the company, its accumulated losses and decline in sales may affect the going concern ability of the company will get impacted. Further the Net Worth of the company is negative by 56.85% means net-worth /capital (330.01/580.40=56.85%) is more than half of its Capital and also having cash loss at INR 108.86 lakhs.It indicates that the companys going concern ability may get impacted. In the opinion of the management, although the extra ordinary general meeting and shareholders have approved sale of both units at Pharola, Aurangabad and Laksar, Haridwar. The Land & Building at Pharola, Aurangabad has already been disposed & the unit is closed. But companys management has decided to revamp the capacity at Lakshar, Haridwar Plant for the reason of achieving operational efficiency and reduction in the cost of operations. In the meanwhile, until such time the sale of Plant is not affected. The management, therefore, have decided to prepare financials ongoing basis for the year. (Refer note no.36)

Inter corporate deposits

- We are unable to comment on the terms and condition as well as tenure (term) and rate of interest of inter corporate deposits showed at INR 290.83 Comprises from group companies INR190.33 Lakhs and non-group companies INR 100.50 Lakhs (INR 121.69 Lakhs). The management has considered the same as long term with zero rate of interest.

- According to the information and explanation given by the management, the communication is in progress. The said inter corporate deposits are long term with zero interest and accordingly reflected in the financial statement of the company. (Refer Note No. 31A (2))

Others Qualifications

-The Bonus payable amounting to INR 0.40 lakhs is payable more than 12 months needs to be transferred to separate bank account, however no such account is separately opened with the bank.

Further as per the provision of Payment of Bonus Act, Bonus paid to the employee in excess of Rs. 6,500/- Shall be paid by Cheque is also not observed.

-The sale of Fixed Asset amounting to INR 10.00 Lakhs is grouped with the sale of scrap under other income to the Profit and Loss account Instead of crediting to Sale of Fixed asset and to be grouped under Extra Ordinary item. This has no impact on the profitability of the company. However, the figure shown under the other income in Profit and Loss account shall be read as INR 13.52 lakhs instead of reported INR 23.52 Lakhs as well as Profit from Extra Ordinary Items shall be read as INR 98.08 Lakhs instead of reported INR 88.08 Lakhs.

- We are unable to comment upon the sale of 100 shares of I G Petrochemicals at INR 0.72lakhs which is not reflected neither in investment register nor in the book of accounts and credited the entire sale proceed to Profit and Loss account under Extra Ordinary item.

The management of the company informed and explained that during travelling by employee for office work purpose the bag of important documents was lost and the details of lost documents are not remembered. Therefore, as and when the communication received from the companies either for dividend or other matters, on that basis our company asked to issue duplicate share certificate after giving indemnity bond for the said original lost certificate. Then after receiving the duplicate shares, the said share was sold out and the entire sale proceeds credited to profit and loss account under Extraordinary Item being Nil cost in the Book of accounts. (Refer Note No 37)

-Various statutory dues account and specifically the GST account is subject to reconciliation and adjustment If any.

-The management of the company is of the opinion that the impact of reconciliation will not have major amount and the difference if any, will accounted on completion of reconciliation.

- The company has not provided for Interest payable on overdue amounts of MSME (The Micro, Small and Medium Enterprises Act 2006 as amended). (Refer Note No.9)

- The outstanding balances of debtors, creditors, loans and advances including inter corporate deposit (taken and given), balance with statutory/fiscal authorities (Assets &

Liabilities) subject to confirmations, reconciliation and consequent adjustment, if any.(Refer Note No. 40)

- The company has not made any estimation of uncertainties relating to Global Health Pandemic from COVID-19. (Refer Note No.44)

- The company is not maintaining Investment Register properly. Some of the investment of the company is not shown either in the books or in the register. The Details are not even with the management.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) prescribed 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 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 (ICAI) of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules there under, 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 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 judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Contingent liabilities

Claims against the Company not acknowledged as debts is disclosed in note 32 of the standalone financial statements. The existence and probability of payments against these claims requires management judgment to ensure disclosure of most appropriate values of contingent liabilities. Due to level of judgment required relating to estimation and presentation of contingent liabilities, this is considered to be a key audit matter. Auditors Response Our audit procedures included, among others, assessing the appropriateness of the managements judgment in estimating the value of claims against the Company not acknowledged as debts as given in note 32. We have obtained details of completed tax assessments and demands/claims as at 31 March 2021 from management. We assessed the completeness of the details of these claims through discussion with senior management personnel. We have also reviewed the outcome of the disputed cases at various forums. We have also assessed the appropriateness of presentation of the contingent liabilities in the standalone financial statements.

Information other than the standalone 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 Management Discussion and Analysis, Boards Report including Annexures to Board Report and Chairmans Statement but does not include the standalone financial statements and our report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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.

Managements responsibility for the standalone financial statements

The accompanying Standalone Financial Statements have been approved by the companys Board of Directors. The Companys Board of Directors is responsible for the matters stated in Section 134 (5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (excluding other comprehensive income, changes in equity ) and cash flows of the Company in accordance with the accounting principles generally accepted in India, excluding the 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 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. The Management of the company are planning to adopt the mandatory Ind AS as soon as possible which is supposed to be implemented from 01.04.2017 as specified and also to include the other comprehensive income and a statement of changes in equity accordingly.

Auditors responsibility for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with standards on auditing, specified under section 143 (10) of the Act, 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 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 of the current period and are therefore the key audit matters. We describe these matters in our 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

As required by section 197(16) of the Act, based on our audit we report that the company has paid remuneration to its directors during the year in accordance with the provisions and limits laid down under section 197 read with the schedule V of the Act.

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

II. further to our comments in Annexure "A" as required by Section143 (3) of the Act, based on our audit, we report to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief was necessary for the purposes of our audit of the accompanying standalone Financial Statements;

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 (excluding other comprehensive income)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 financial statements do not comply with the Indian Accounting Standards specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended but comply with Companies (Accounting Standards)Rule 2006 which is not legitimate.(Refer note no. 33 and remark under "Opinion" supra);

e) On the basis of written representations received from the directors of the Company as on 31^stMarch, 2022 and 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;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B";

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 did not have any long-term contracts including derivative contracts having any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that to the best of its knowledge and belief as disclosed in Note 42 (b) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds ) by the company to or in any person or entity, including foreign entities (the 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 (the ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries.

iv (b) The management has represented that to the best of its knowledge and belief as disclosed in Note 42 (a) to the standalone financial statements, no fund have been received by the company from any person or entity, including foreign entities (the 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; and

iv (c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstance, nothing has come to our attention that causes us to believe that the management representation under sub- (a) and (b) above contain any material misstatement.

ANNEXURE - ‘A TO THE INDEPENDENT AUDITORS REPORT

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

1) Property, Plant and Equipment:

a. The company has maintained proper records showing full particulars including quantitative details and situation of property, plant and equipment except identification mark on respective assets.

b. A major portion of the property, plant and equipment has been physically verified by the management in accordance with a phased program of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies have been noticed on such verification.

c. As per the information and records made available, the title deeds of immovable properties are held in the name of the company.

d. The Company has not revalued its Property, Plant and Equipment and Right of Use assets or intangible assets during the year.

e. No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under. Accordingly, reporting under clause 3(i) (e) of the Order is not applicable to the Company.

f. As per the information and records made available to us all movable properties are held in the name of the company on 31.03.2022 except some of the vehicle which are held in the name of the director/Ex-director/ relatives of directors of the company. The details are as under:

Owner as per Road Transport Authority	Cost(rupees in lakhs)	Acc. Dep	WDV
Managing Director	68.10	59.58	8.52
Son of Managing Director	4.83	4.38	0.45
Total	72.93	63.96	8.97

g. There is disposal of Property during the year and immediately previous year, which does forma substantial part of the undertaking. It is informed & explained by the management that the Pharola Unit has been closed and its Land & Building and other asset except Plant and Machineries has been disposed. This has been done with approval of the financing bank so as reduce the financial burden and focus on effective management of the other unit.

2) Inventory:

a. As informed to us, the stock of finished goods, work-in-process and raw materials at all the units of the Company have been physically verified by the Management at regular intervals except for the goods lying with the third parties.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation the size of Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained a separate record in MS Excel Sheets on monthly basis instead of with accounting records on day-to-day basis. Subject to this, the discrepancies noticed on physical verification of stocks as compared to book records which were not material have been properly dealt with in the books of account.

d. Due to financial constraints of the company, the physical verification of year end stock of inventory at Lakshar Haridwar Plant not conducted by us.

e. The Company does not have a working capital limit in excess of Rs 5 crore sanctioned by banks based on the security of current assets. Therefore, the quarterly statements, in respect of the working capital limits have been filed by the Company with such banks and such statements are in agreement with the books of account of the Company for the respective periods are not subjected to audit/review. Hence not commented upon on the same.

3) Loans and Advances Given:

According to the information and explanations given by the management, the company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause iii (a) to (c) of the Order are not applicable to the Company.

4) Loans, Investments, and Guarantees:

In our opinion and according to the information and explanations given to us, the company has not made any loans, investments, guarantee and security according to the provisions of Sec 185 & 186 of the Companies Act, 2013. However, in view of the sanctioned scheme of Demerger and the order of Honorable The Board of Industrial and Financial Restructure (BIFR) for resulting company, the company has given Guarantees to banks and other creditors for their respective outstanding balances as on cutoff date i.e. 01.04.2007 if the resulting company fails to pay or shortfall to pay the same. As this is stipulated condition of the Sanctioned Scheme ordered by the BIFR, the same is not treated as prejudicial to the interest of the company.

5) Deposits:

According to the information and explanations given by the management, the Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules framed there under with regard to the deposits accepted from the public are not applicable to the company for the year. The details of other deposits accepted by the company are as follows.

As per information and explanations given by the management to us, the company has accepted Inter Corporate Deposit (ICD) from group and Non-Group Companies as well as directors / promoters to maintain the balance according to the terms and conditions stipulated by the banker. The information related to these deposits is as mentioned below;

a. The company has accepted an amount of Rs.00 (30 Lakhs during) the year as Inter Corporate Deposit (ICD) from Non- Group Companies. The company has repaid INR 21.64 Lakhs (297.28 Lakhs) (including written up loans of Rs.285.12 Lakhs). Total interest provided for the year is Rs.0.50 (3.45 Lakhs). The Outstanding balance as on 31.03.2022 is INR 100.50(121.69) Lakhs.

b. The company has accepted 83.74 (47.95) Lakhs during the year as Inter Corporate Deposit (ICD) from Group Companies. The company has repaid INR 77.60 (54.39) Lakhs. Total interest provided for the year is INR 1.77 (1.64) Lakhs.The outstanding balance as on 31.03.2022 is INR 211.62(185.38) Lakhs.

c. The company has accepted INR 52.93 (113.26) Lakhs from the Directors / Promoters and also repaid INR 162.25 (222.67) Lakhs. Total Interest provided and paid for the year is INR 98.38 (100.18) Lakhs. The outstanding balance as on 31.03.2022 is Rs 1039.82 (1060.59) Lakhs.

d. According to the information and explanations given to us all deposits except INR 290.83 (266.18)Lakhs ICD from group and non-group Companies (which is zero bearing interest) are interest bearing at differential rates. Total interest on deposits is provided during the year at INR 100.65 (105.27) Lakhs (INR 2.27(5.08) Lakhs to ICD and INR 98.38 (100.18) Lakhs to Director /Promoters). We are unable to comment about the same as the necessary record is not available regarding rate of interest (ROI), Term and Tenure of renewal of such loan. There is no stipulation period for repayment of these deposits and according to the information and explanations given to us by the management all deposits are Long Term. The terms and conditions of these deposits are not prejudicial to the interest of the company.

6) Cost Records

According to the information and explanation given by the management and the provisions of law under sub section (1) of section 148 of the Act, the turnover in the immediate last financial year is below Rs.25 crore for its products, therefore the maintenance of cost records is not applicable to the company.

7) Statutory dues

a. According to the records of the company, the company is not regular in depositing with the appropriate authorities undisputed statutory dues including Provident fund, Employees State Insurance, customs, excise duty, income tax, sales tax, investors education and protection fund, Goods & Service Tax (GST), Custom Duty Cess, value added tax, cess and other statutory dues applicable except INR 0.23Lakhs and deposited beyond six months are at Rs 0.47Lakhs. The statements of Arrears of Statutory dues outstanding for more than six months and deposited beyond due dates exceeding six months are as under;

Type of Taxes	Amount in Lakhs (Not deposited within 6 months Till 31.03.2022)	Amount in Lakhs (Deposited After 6 months but before 31.03.2022)
TDS Payable	0.00	0.17
Provided Fund	0.03	0.26
ESIC	0.20	0.03
Professional Taxes	0.00	0.01
Total	0.23	0.47

b. As at 31^stMarch 2022, according to the records of the company, the following are the Particulars of disputed dues have not been deposited:-

Name of Statute	Disputed Liability in INR	Forum where dispute is pending
Central Sales Tax - Haridwar	17.69 Lakhs	Commissioner of State(Sales) Tax Uttarakhand Haridwar (AY 15-16)
Sales Tax Govt. of Uttarakhand, Haridwar	63.60 Lakhs	Commissioner of State (Sales) Tax Uttarakhand, Haridwar (AY 15-16)
Central Sales Tax - Haridwar	15.00 Lakhs	Commissioner of State(Sales) Tax Uttarakhand, Haridwar(AY 16-17)
Sales Tax Govt. of Uttarakhand, Haridwar	108.76 Lakhs	Commissioner of State(Sales) Tax Uttarakhand, Haridwar(AY 16-17)
Income Tax Act, 1961	i) 9.43 Lakhs ii) 37.87 Lakhs	i) Before Commissioner of Income Tax- Appeal (AY2018-19) ii) Before Honorable Bombay High Court, Aurangabad Bench. ( AY 2010-11)

8) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been recorded in the books of accounts.

9) Based on our Audit procedures and on the information and explanations given by the management in our opinion, the company has defaulted in depositing the installments and interest of the Punjab National Bank (the bank) totaling to INR 49.79 (294.47) lakhs ranging from 22 days to 30days 19.36(48.57) Lakhs from 31 to 60day Rs.30.42 (25.67) lakhs of loans or borrowing to a financial institution, bank, government or dues to debenture holders during the year in the balance sheet date.

According to the information and explanations given to us including confirmations received from banks and representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or other lender.

In our opinion and according to the information and explanations given to us, money raised by way of GECL loans were applied for the purposes for which these were obtained.

In our opinion and according to the information and explanations given to us, and on an overall examination of the financial statements of the Company, funds raised by the Company on short term basis have not been utilized for long term purposes.

According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries and associate.

According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries and associate companies.

10) According to the records of the Company, information and explanation given to us, there was no public offer or further public offer for the year under consideration. The company has obtained term loans during the year under audit and the same were applied for the purpose for which they are raised. As far as inter-corporate as well as other loans / deposits are concerned as mentioned under "Deposits" above, the terms did not specify the tenure of the loans / deposits hence unable to comments upon about long term / short term. The company has shown the same as long term loans / deposits.

According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully, partially or optionally convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

11) a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the period covered by our audit.

(b) No report under section 143(12) of the Act has been filed with the Central Government for the period covered by our audit.

(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.

12) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

13) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (IndAS) 24, Related Party Disclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 of the Act.

14) (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system as required under section 138 of the Act which is commensurate with the size and nature of its business. (b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.

15) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with them and accordingly, provisions of section 192 of the Act are not applicable to the Company.

16) 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) and 3(xvi)(b) of the Order is not applicable to the Company.

(c) According to the information and explanations given to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the RBI. Accordingly, reporting under clause 3(xvi) (c) of the Order is not applicable to the Company.

(d) Based on the information and explanations given to us and as represented by the management of the Company, the Group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.

17) The Company has incurred cash loss of INR 108.86 Lakhs in the current year whereas no cash loss was incurred in the immediately preceding financial year.

18) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

19) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates ofrealisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements and our knowledge of the plans of the Board of Directors and management 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 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.

20) According to the information and explanations given to us, the Company does not have any unspent amount in respect of other than ongoing project as at the expiry of the financial year. Accordingly, reporting under clause 3(xx) (a) of the Order is not applicable to the Company.

(b) The Company has transferred the remaining unspent amount under sub-section (5) of section 135 of the Act, in respect of ongoing project of previous financial year, within a period of

30 days from the end of previous financial year to a special account in compliance with the provision of sub-section (6) of section 135 of the Act.

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

ANNEXURE ‘B TO THE INDEPENDENT AUDITORS REPORT

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act) as referred to in paragraph under "Report on other Legal and Regulatory requirements" of our report of even date to the members of APT PACKAGING LIMITED on the standalone financial statements for the year ended on 31 March 2022. We have audited the internal financial controls over financial reporting of APT Packaging Limited (‘the Company) as of 31 March 2022 in conjunctions with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

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

- Financial indiscipline i.e. irregularity in deposit of statutory dues as well as deposit of banks installments and Reconciliation of statutory dues.

- Non maintenance of quantitative details in accounting records.

- Non adoption of IND As.

-Non maintenance of Investment Register.

- Heavy debit credit balances written off prior period amounting to INR 71.94 debited and credited INR 03.71 lakhs shows lack of proper accounting and decision making on part of management.

The management is of the opinion that due to stringent financial crises and in-ordinary delay in recovery from sundry debtors, there were delay in remitting the statutory fund to the respective authority and interest and installment to the bank. The management will take due care of its internal resources and also taking the corrective step to smoothening the function of the company.

For Nikhil N. Loya & Co.

Chartered Accountants

FRN - 132280W

SD/-

CA Nikhil N. Loya

Proprietor

M. No. - 133562

Date - 07/07/2022

Place - Aurangabad

UDIN - 22133562ANIPSM1207