raj oil mills ltd Auditors report

To the Members of RAJ OILS MILLS LIMITED

Report on the Audit of Financial Statements

Opinion

1. We have audited the accompanying financial statements of RAJ OILS MILLS LIMITED, (the "Company"), which comprise of the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. 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 (Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditors responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

Outstanding payments as per NCLT in relation to operational creditors and public fixed deposit holders as on March 31, 2023

In relation to the outstanding payments of unsecured operational creditors and public fixed deposit holders as on March 31, 2023, the Company has made payments by way of cheques on the basis of last known addresses available in the records of the Company, however, the cheques were returned on account of non-traceability of the parties.

The Company has an outstanding amount payable of Rs. 80.17 lakhs as on March 31, 2023 pertaining to the aforementioned unsecured operational creditors & public fixed deposits. The Company has filed an application to the Honble NCLT seeking directions for payments required to be made in relation to the outstanding amount standing in respect of such non traceable unsecured operational creditors & public fixed deposits in the books of accounts as on date vide their letter dated September 30, 2022.

Sr. Particulars No.	Amount payable as per Approved Resolution Plan	Amount paid till March 31, 2023	Amount outstanding as at March 31, 2023
1 Unsecured Operational Creditors	122.00	107.15	14.85
2 Public Fixed Deposits	536.00	470.68	65.32
Total	658.00	577.83	80.17

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of Financial Statements of the current period. These matters were addressed in the context of our audit of Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter	How the matter was addressed in our Audit
a) Bombay High Court order passed in case of Raj Oil Mills Ltd v/s Mr. Shaukat Suleman Thadadra & Ors. (Refer Note 2.2 to the financial statements)
The Company had initiated legal proceedings against one of its former directors Mr. Shaukat Suleman Thadadra and Ors. The said petition was originally filed on 28/02/2023 seeking damages amounting to Rs. 372.13 lakhs.	The Company has accounted for such partial settlement on a receipt basis on account of uncertainty revolving regarding receipt of the same. This is evidence of the fact that litigation is inherently uncertain, and there can be no assurance regarding the ultimate collection of income arising out of legal proceedings.
The said lawsuit and the proceedings was disposed of during the year ended March 31, 2023 where the Company obtained a favourable outcome in form of settlement towards compensation whereby the defendants were ordered to pay the aforesaid amount to the plaintiff in full and final settlement of the above suit.	We considered the implications of the outcome of the law suit on the financial statements, particularly in relation to the recognition, measurement, and disclosure of the related amounts. Our audit procedures in respect to this key audit matter include, but are not limited to the following:
During the year under audit, the Company has received Rs. 95 lakhs as a partial amount towards the settlement outcome.	• Evaluating the appropriateness of the Companys accounting treatment and disclosure of the lawsuit and its outcome in the financial statements.
We considered this as a key audit matter due to the uncertainty attached towards receipt of the balance amount arising out of legal proceedings and a significant judgement involved in determining and estimating receipts of the proceedings.	• Assessment of the supporting documentation, bank statements, and relevant evidence provided by the Company to support the recognition and measurement of the related amounts.
	• Obtaining an understanding of the legal process and the Companys legal counsels expertise and reputation.
	• Review of the adequacy and appropriateness of the disclosures made in the financial statements regarding the lawsuit, including any contingent liabilities arising from it.
b) Revenue recognition
The Company follows the revenue recognition policy in accordance with Indian Accounting Standards (Ind AS). Revenue is recognized when it is probable that economic benefits will flow to the company and can be reliably measured. The policy outlines the key criteria and methods used for recognizing revenue from the sale of goods, rendering of services, and other sources.	Our audit procedures relating to revenue recognition included, but were not limited to, the following procedures:
Revenue recognition for sale of products in accordance with the principles of Ind AS 115, "Revenue from Contracts with Customers" (Ind AS 115), for the Company involves certain key judgements, such as, identification of performance obligations in a contract, determination of transaction price including variable consideration in the form of rebates, discounts under various promotional schemes offered by the Company, and assessment of satisfaction of the performance obligations represented by the transfer of control of the products sold to the customers.	• Understanding the appropriateness of the Companys accounting policy for revenue recognition and the process followed by the company to determine the amount of discounts, incentives and rebates including determination of transaction price and satisfaction of performance obligations.
Owing to the significance of amount, companys products and revenue streams, volume of transactions during the year requires significant auditor attention and industry knowledge, and accordingly, revenue recognition is considered as a key audit matter in the current year audit.	• Evaluating the design and implementation and testing operating effectiveness of Companys general controls, key manual and application control over the companys IT systems including controls over discounts, scheme related payments and offers provided along-with rebate payments / settlements and companys review over the rebate accruals.
The Company provides various sale incentives in form of discounts and rebates. Discounts given include rebates, price reductions and other incentives given to customers. Accumulated experience is used to estimate and provide for the discounts and returns. The volume discounts are assessed based on anticipated annual purchases. Certain discounts and rebates for goods sold during the year are only finalised when the precise amounts are known. The Company recognises provision for sales return, based on the historical results, measured on net basis of the margin of the sale.	• Performing substantive testing by selecting samples of discounts and rebates transactions recorded during the year as well as period end discounts and rebates accruals and matching the parameters used in the computation with the relevant source documents.
	• Tested the mathematical accuracy of the underlying calculations by checking completeness and accuracy of the data used by the company for accrual of discounts, rebates, incentives schemes provided.
	• Testing a selection of discounts given, schemes, recorded after March 31, 2023 and assessing whether the same is recorded in the correct period.
	• Testing a selection of payments made after March 31,2023 and where relevant, comparing the payment to the related scheme or discounts.
c) Issue of Rights shares and subsequent withdrawal of the same (Refer Note 2 (xxvii) to the financial statements)
During the year under audit, the Company initiated a rights issue, offering its existing shareholders the opportunity to subscribe for to 1,49,88,684 shares of INR 10 each at a premium of INR 20 per share. The rights issue aimed to raise additional capital for the companys growth and expansion plans. However, due to high volatility, prevailing market conditions, and uncertainties in the capital markets, the rights issue was withdrawn from the market on March 20, 2023. Furthermore, the company incurred expenses amounting to Rs. 0.47 crores in relation to the rights issue, which are considered material in the context of the companys financial statements.	Our audit procedures relating to revenue recognition included, but were not limited to, the following procedures:
The rights issue, its withdrawal, and the associated expenses pose various risks, including the potential impact on the companys financial position, compliance with accounting standards, and regulatory requirements. The risk of misstatement arises from the need to accurately account for the rights issue, appropriately disclose the withdrawal, assess the impact on the companys financial statements, and ensure compliance with relevant accounting and disclosure standards.	• Reviewing relevant documentation, including board resolutions, prospectus, shareholder communications, and market updates, to understand the terms and conditions of the rights issue, the reasons behind its withdrawal, and the impact on the companys financial statements. We also examined supporting evidence for the incurred expenses.
	• Assessment the companys accounting treatment of the rights issue, including the recognition of share capital, premium, and associated expenses. We reviewed the compliance with the applicable accounting standards, ensuring the appropriateness of the recognition, measurement, and disclosure in the financial statements.
	• Evaluation of the adequacy and clarity of the disclosures in the financial statements related to the rights issue, its withdrawal, and the incurred expenses and assessing whether the disclosures provided relevant and reliable information to shareholders and investors, in compliance with the applicable accounting and disclosure requirements.
	• Evaluation of the impact of the rights issue withdrawal and the expenses incurred on the companys financial position. This included assessing the effect on the companys capital structure, liquidity, and financial performance. We also considered any implications on the companys ability to meet its obligations and continue as a going concern.

Information other than the financial statements and auditors report thereon.

5. The Companys board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards report, Management Discussion and Analysis and other information 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.

6. 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.

7. 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

8. The Companys board of directors are 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. 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.

10. The board of directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the audit of financial statements

11. 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.

12. 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 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.

• Obtain sufficient appropriate audit evidence regarding the financial statements of the company to express an opinion on the financial statements.

13. 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.

14. 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.

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

Report on other Legal and Regulatory Requirements

16. 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 of and limits laid down under section 197 read with Schedule V to the Act.

17. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of Companies Act, 2013 (As amended), 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 I, a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

18. Further to our comments in Annexure I, as required by section 143(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 were necessary for the purposes of our audit.

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

c) The financial statements 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.

e) On the basis of 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 financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure II.

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; the said section is not applicable to private limited company and hence no reporting is required for the same.

h) With respect to the other matters 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:

a) The Company has to the extent ascertainable, disclosed the impact of pending litigations on its financial position in its financial statements. Refer to Note 38 to the financial statement.

b) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses as at March 31, 2023.

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2023.

d) (i) The management has represented that, to the best of its knowledge and belief, as disclosed in Note 41(v) to the 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(s) or entity(ies), 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;

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in note 41(vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), 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

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub-clause (d) (i) and (ii) contain any material mis-statement.

a) The Company neither declared nor paid any dividend during the year.

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

Annexure I to the Independent Auditors Report of even date to the members of the Raj Oil Mills Limited on the financial statements for the year ended March 31,2023:

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of its property, plant and equipment and right to use assets;

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

(b) The Company has regular programme of physical verification of its property, plant and equipment and right to use assets at specific intervals in a phased manner which in our opinion is reasonable having regards to the size of the company and the nature of its assets. As per information and explanation given to us, property plant and equipment and right to use assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreement are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company.

(d) The Company has not revalued its property, plant and equipment or intangible assets during the year.

(e) According to information provided by the management no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for inventory lying with third parties. In our opinion, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to the book records. In respect of inventory lying with third parties, these have substantially been confirmed by the third parties.

(b) The company has not been sanctioned any working capital limits from banks or financial institutions. Therefore, this clause is not applicable to the company.

(iii) (a) According to the information and explanations given to us and on the basis of our examination of records of the

Company, the Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to the companies, firms, limited liability partnership. Therefore clause (iii) (a) to (f) are not applicable to the company.

(iv) According to the information and explanations given to us and on the basis of our examination of records of the Company, the Company has not made any investments, granted loans or provided any guarantee or security as specified under Sections 185 and 186 of the Act. Accordingly, clause (iv) of the Order is not applicable to the Company.

(v) In our opinion and according to the information and explanation given to us, the Honble NCLT vide its order dated April 19, 2018, directed to company to repay the public fixed deposit amounting to Rs. 536 lakhs in quarterly instalments in accordance with the approved Resolution Plan. In our opinion, the company is repaying the deposits in accordance with the approved Resolution Plan. Further, the Company during the year has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (As amended).

(vi) The Central Government has specified maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of the products of the Company. We have broadly reviewed the books of accounts and records maintained by the Company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is generally regular in depositing the amounts deducted / accrued in the books of account with the appropriate authorities in respect of undisputed statutory dues including Goods and Services Tax, Provident fund, Employees State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues though there have been slight delays in a few cases. Further, no undisputed amounts payable in respect thereof 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 explanations given to us there are no statutory dues referred in sub clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

a) Income Tax

Name of the statute	Nature of dues	Amount in INR (in Lacs)	Period to which amount relates	Forum where dispute is pending
The Income Tax Act, 1961	Income Tax	8.33	F.Y. 04-05	Honorable Supreme Court
The Income Tax Act, 1961	Income Tax	272.81	F.Y. 05-06	Honorable Supreme Court
The Income Tax Act, 1961	Income Tax	1,665.52	F.Y. 06-07	Honorable Supreme Court
The Income Tax Act, 1961	Income Tax	11,843.28	F.Y. 07-08	Honorable Supreme Court
The Income Tax Act, 1961	Income Tax	6713.34	F.Y. 08-09	Honorable Supreme Court
The Income Tax Act, 1961	Income Tax	11,995.48	F.Y. 09-10	Honorable Supreme Court
The Income Tax Act, 1961	Income Tax	1,364.96	F.Y 10-11	Honorable Supreme Court

b) Sales Tax

Name of the statute	Nature of dues	Amount in INR (in Lacs)	Period to which amount relates	Forum where dispute is pending
The Central Sales Tax Act, 1956	VAT & CST	270.32	F.Y 05-06	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	828.92	F.Y 06-07	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	1189.74	F.Y 07-08	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	714.85	F.Y 08-09	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	1584.99	F.Y 09-10	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	1047.66	F.Y. 10-11	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	3226.40	F.Y. 11-12	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	1231.85	F.Y. 12-13	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	557.96	F.Y. 13-14	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	402.39	F.Y. 14-15	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	12.00	F.Y. 15-16	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	399.58	F.Y. 16-17	Honorable Supreme Court
The Central Sales Tax Act, 1956	VAT & CST	149.52	F.Y. 17-18	Honorable Supreme Court

c) Provident Fund

Name of the statute	Nature of dues	Amount in INR (in Lacs)	Period to which amount relates	Forum where dispute is pending
E.PF And MP Act, 1952	Provident Fund	60.86	F.Y. 2009-10 to F.Y. 2017-18	National Company Law Tribunal

(viii) According to the information and explanations given to us, there were no transaction relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessment under Income Tax Act, 1961 (43 of 1961) which have not been recorded in the books.

(ix) (a) According to the records of the company examined by us, and information and explanations given to us the company has not defaulted in repayment of dues to any Financial Institution as at the balance sheet date.

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

(c) As per the information and explanations given to us, term loans have been used for the object for which they were obtained.

(d) As per the information and explanations given to us, funds raised for a short term purpose are not utilised for long term purposes.

(e) The company has not raised any money from any person or entity for the account of or to pay the obligations of its associates, subsidiaries or joint ventures, therefore this clause is not applicable to company.

(f) The company has not raised any loans during the year by pledging securities held in their subsidiaries, joint ventures or associate companies. Therefore, this clause is not applicable to company.

(x) (a) The company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (x) of the Order are not applicable to the Company.

(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 and hence this clause is not applicable to the company.

(xi) (a) According to information and explanations given to us there were no frauds on the Company by its officers or employees noticed or reported by the management for the year under review.

(b) No auditors of the company have filed a report in Form ADT-4 with the Central Government as prescribed under the Companies (Audit and Auditors) Rules, 2014. Therefore, this clause is not applicable to company.

(c) There is no whistle-blower complaints, therefore this clause is not applicable to the company.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company hence clause 3(xii) of the order is not applicable.

(xiii) According to the explanations and information given to us, all the transactions of the related parties at the Company, for the year under review are in compliance with Section 177 and 188 of the Companies Act, 2013 and the details of the same have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the explanations and information given to us, company have an internal audit system which is commensurate with its size and business activities and report of the internal auditor has been taken into consideration.

(xv) According to the information and explanation given to us the Company has not entered into any non-cash transaction with directors or persons connected with him as per provisions of Section 192 of the Companies Act, 2013.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and hence clause 3(xvi) of the order is not applicable.

(xvii) According to the explanations and information given to us, company has not incurred any cash losses in the financial year and in the immediately preceding financial year.

(xviii) During the year there has been no resignation of statutory auditors.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, and our knowledge of the Board of Directors and management plans, and based on our examination of the evidence supporting the assumptions, nothing has come to our attention which cause us to believe that any material uncertainty exists as on the date of the audit report indicating 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 further visibility 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 date of balance sheet date, will get discharge by the company as and when they fall due.

(xx) According to the explanations, information given to us there is no unspent amount of CSR to be transfer to Fund specified in Schedule VII to the Companies Act. Therefore, this clause is not applicable to the company.

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

Annexure - II 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") We have audited the internal financial controls over financial reporting of RAJ OILS MILLS LIMITED ("the Company") as of 31st March, 2023 in conjunction with our audit of the 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 companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note 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, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 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.

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 31st March, 2023, 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.

For Kailash Chand Jain & Co.

Chartered Accountants

Firm Registration Number: 112318W

Saurabh Chouhan

Partner

Membership No.: 167453

Place: Mumbai

Date: May 25, 2023

UDIN: 23167453BGRWAE5470