Salora International Auditors Report


The Annexure referred to in Independent Auditors Report to the members of the Company on the financial statements for the year ended 31st March 2022, we report that: (i) In respect of the Companys Property, Plant and Equipment and Intangible Assets: (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

(b) Property, Plant & Equipment are physically verified by the management according to a phased manner to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant & Equipment have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deed of immovable property (other than property where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company except following: -

Description of item of property Gross Carrying value Title deeds held in the name of Whether promoter, director or their relative or employee Property held since which date Reason for not being held in the name of the Company*
(Rs in Lacs)
Leasehold 4.37 Electronics Yes Since 1980 In the old name of Company,
Land Consortium due to some procedural /
Private technical issues the property
Limited is still not transferred in the
name of the company.

(d) The Company has not revalued any of its Property, Plant and Equipment (including right of use assets) and Intangible Assets during the year.

(e) As per information and explanations given to us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2022 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. (Refer note no 56C)

(ii) (a) The Inventories of the company, have been physically verified by the management during the year at reasonable intervals and in our opinion, the coverage and procedure of such verification by the management is appropriate having regard to the size of the company and nature of its inventory. The discrepancies noticed on physical verification of inventories were not more than 10% or more in the aggregate for each class of inventory and have been properly dealt with in the books of account.

(b) The company was sanctioned working capital limits in excess of Rs five crore in the previous year, in aggregate, from banks on the basis of security of current assets which has been repaid during the year and the quarterly returns or statements not filed by the company as not desired / required by the banks as explained. (Refer note no 56b)

(iii) In respect of Investment, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties.

a) The Company has not provided any loans or advances in the nature of loans or guarantee or provided security to any other entity during the year hence reporting under clause 3(iii) (a) not applicable to the company.

b) b) The company has not made any Investment, provide guarantee, any security or granted any loans and advances in the nature of loans during the year. There was an old investment in unquoted equity instruments in one of the company for Rs.35.50 lakhs in which there was provision for diminution in value of investment of Rs 31.18 lakhs in earlier year and the same has been sold during the year at higher than diminished value

. c) The company has not granted any loans and advances in the nature of loans during the year, hence reporting under clause 3(c) of the Order is not applicable

d) d) There is an overdue amount of Rs 349.40 lakhs (Including interest Rs 94.40 lakhs) for more than 90 days. As the recovery of this loan was doubtful, the company had made full provision against such doubtful loan in the earlier year. According to the information and explanation given to us, steps have been taken by the company by way of regular follow up for recovery of the principal and interest.

Name of the Statute Nature of the dues Demand (Rs in Lacs) Deposited under dispute (Rs in Lacs) Amount not Deposited (Rs in Lacs) Period to which the amount relates Forum where dispute is pending
Income Tax Appellate Authority -
Income Tax 37.88 37.88 - 2002-2003
Act, 1961 High Court
Sales Tax 42.21 16.18 26.03 2001-2004 Supreme Court
Sales Tax 0.34 0.15 0.19 2001-2002 High Court
Sales Tax 36.49 16.39 20.10 2006-2009 High Court
Sales Tax 87.64 29.00 58.64 2011-2013 Tribunal
Sales Tax Sales Tax 258.25 - 258.25 2014 -2016 High Court
Law Sales Tax 682.22 76.90 605.32 2000-2018 Sales Tax Commissioner
Sales Tax 25.92 - 25.92 1999-2000 High Court
Sales Tax 2.99 - 2.99 1995-1996 Tribunal
Sales Tax 7.56 7.56 - 2000-2001 High Court
Sales Tax 1.40 0.62 0.78 2000-2001 Tribunal
Finance Act, Service Tax
1.97 - 1.97 2002-2003 Excise Commissioner
1994 on Royalty
Custom Act, Custom
*20.00 20.00 - 1994-1995 Tribunal
1962 Duty
1993-1994 to
Excise Duty 2,435.21 600.00 1,835.21 Supreme Court
2003-2004
1993-1994 to
Central Penalty 2435.21 - 2435.21 Supreme Court
2003-2004
Excise Act,
1944 Remand back to
Excise Duty 3.75 - 3.75 2000-2003
Assessing officer
Excise Duty 1.86 - 1.86 2000-2003 CESTAT
Excise Duty 1.78 2.00 - 1995-1996 Commissioner

e) There were no loans granted to companies, firms, Limited Liability Partnerships, or any other parties which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties. f) Based on our audit procedures, according to the information and explanation made available to us, 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 during the year.

(iv) In our opinion and according to the information and explanations given to us, the Company has not given loans, guarantees and security and not done the investment during the year so clause (iv) is not applicable. The company has not given any loan to its directors; hence section 185 is not applicable.

(v) The Company has not accepted any deposits from the public within the meaning of sections 73 to 76 of the Act, 2013 and rules framed there under.

(vi) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government of India, maintenance of cost records has been prescribed under sub section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records are being made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) According to the information and explanations given to us, Company has generally been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, goods and service tax, duty of custom, cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, goods and service tax, duty of custom, cess and other material statutory dues were in arrears as at 31 March 2022 for a period of more than six months from the date they became payable. (b) Details of statutory dues referred to in sub -clause (a) above which have not been deposited as on March 31,2022 on accounts of dispute are given below:

(viii) As per information and explanation given to us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). (Refer note no 56 I) (ix) (a) According to the information and explanations given to us the company has not defaulted in repayment of loans and borrowings including interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. (Refer note no 56 d) (c) According to the information and explanations given to us, the company has utilized the money obtained by way of term loan during the year for the purpose for purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, funds raised on short term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) The company does not have any subsidiary, associate or joint venture hence clause (ix) (e) and (f) of the order is not applicable.

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

(b) According to the information and explanations given to us and based on our examination of the records of the Company, 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 reporting under clause (x)(b) of the Order is not applicable.

(xi) (a) According to the information and explanations given to us, no fraud by / on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report. (c) As represented to us by the management, there are no whistle blower complaints received by the company during the year.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financialstatements as required by the applicable Indian Accounting Standards.

(xiv) (a) The Company has appointed a firm of chartered accountants to carry out the internal audit of the company. In our opinion and according to the information and explanation given to us, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered, during the course of our audit the reports of the internal auditors for the period under audit issued to the company during the year and till date, in determining the nature, timing and extent of our audit procedures in accordance with the guidance provided in SA 610- "Using the work of Internal Auditors

" (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), of the Order is not applicable.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid

Certificate of Registration (CoR) from the Reserve Bank of reporting under clause 3(xvi)(b), of the Order is not applicable.

(c) in the regulations TheCompanyisnotaCoreInvestmentCompany as defined made by Reserve Bank of India.

Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(d) In our opinion, thereisnocoreinvestmentcompanywithintheGroup(asdefinedin the Core Investment Companies

(Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred cash losses during the financial year covered by our audit but incurred in the immediately preceding financial year, and the amount of cash losses are Rs 871.42 lakhs.

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

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and

Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) Second proviso to sub-section (5) of section 135 of the Companies Act of Corporate Social Responsible is not applicable to the company, so the clause (xx) (a) & (b) is not applicable.

For R Gopal & Associates

Chartered Accountants Firm Registration No.: 000846C

S.K. Agarwal
Partner
Place: New Delhi Membership No.: 093209
Date-: 30.05.2022 UDIN: 22093209AKIJTH3616

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 Salora International Limited ("the Company") as of 31st March 2022 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. 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 with reference to financial statements 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 as specified under section 143(10) of the Act, 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 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 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 with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

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 offinancial statements for accepted accounting principles. A companys internal financial control over financial procedures that: -

1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflectthe 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 accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

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

Inherent Limitations of Internal Financial Controls 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 control 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, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial reporting criteria established by the Company considering the essential 2022, based on the internal control over financial 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, which needs to be strengthened.

For R Gopal & Associates

Chartered Accountants Firm Registration No.: 000846C

S.K. Agarwal
Partner
Place: New Delhi Membership No.: 093209
Date-: 30.05.2022 UDIN: 22093209AKIJTH3616