sam industries ltd Auditors report

TO,

THE MEMBERS,

SAM INDUSTRIES LIMITED, CIN: L70102MP1994PLC041416 INDORE (M.P.)

Report on the Financial Statements

Opinion

We have audited the accompanying financial statements of SAM INDUSTRIES LIMITED (the “Company”), which comprise the Balance Sheet as at March 31, 2023 and the Statement of Profit and Loss (including other comprehensive income), statement of changes in equity and statement of Cash Flows for the year then ended Statement and a summary of significant accounting policies and other explanatory information.

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 in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended,(“INDAS”) and other accounting principles generally accepted in India, of the State of Affairs of the Company as at March 31, 2023, and profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the The Financial Statements in accordance with the Standards on Auditing (SAs) 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 to our report. We are independent of the company in accordance with the Code of Ethics issued by the Institute of Chartered Accountant of India(“ICAI”) together with the Independent and Ethical Requirement that are relevant to our audit of the The Financial Statements under the provision of the Companies Act, 2013 and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAIs code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Matters

The comparative financial information of the company as at and for the year ended 31st March, 2022 prepared in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 as included in the financial statements has been audited by the predecessor auditor. The report of the predecessor auditor on such comparative financial information dated 20th May, 2022 expressed unmodified opinion.

Key Audit Matters

Key audit matters (‘KAM) are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors are responsible for the preparation of other information. The other information

comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to

Boards Report, Business Responsibility Report, Corporate Governance and Shareholders 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.

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.

Responsibility of the Management for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in Equity 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 of frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statement, management and Board of Directors are 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 Management and Board of Directors are also responsible for overseeing the companys financial reporting process.

Auditors Responsibility for the Audit of Financial Statement.

Our objective is to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors report that include 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. Misstatement 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 the users taken on the basis of financial statements.

As part of audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

(i) Identify and assess the risks of material misstatement of the financial statement, 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.

(ii) Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the 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.

(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.

(iv) 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.

(v) Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 (“the order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,2013 we give in the “Annexure A” a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

2. With respect to the other matters to be included in the Auditors Report in accordance with the requirement of section 197(16) of the Act as amended; In our opinion and to the best of our information and according to the explanation given to us, the remuneration paid/provided by the company to its directors during the year is in accordance with the provision of section 197 of the Act.

3. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which, to the best of our knowledge and

belief, were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss including other comprehensive income, the statement of

change in equity, and Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under

Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

(f) With respect to the adequacy of the Internal Financial Control over Financial Reporting of the Company and

the Operating Effectiveness of such control, refer to our Separate Report in “Annexure B”.

(g) With respect to the other matters to be included in Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rule, 2014, in our opinion and to the best of our information and according to explanations given to us:

i. To the best of our information and according to the explanation given to us, the company does not have any

pending litigations which would impact its Financial Position as at 31st March 2023.

ii. The company did not have any long-term contracts including derivative contracts; as such the question of

commenting on any material foreseeable losses thereon does not arise.

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

Fund by the company.

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

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

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

v. The company has not declared any dividend during the period; as such the question of complying with

section 123 thereon does not arise.

vi. Provision to Rule 3(1) of the Companies (Accounts) Rule, 2014 for maintaining books of accounts using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023 and accordingly reporting under Rule 11(g) of Companies (Audit and Auditor) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For, Arora Banthia & Tulsiyan Chartered Accountants Firm No: 007028C

	(CA Ajay Tulsiyan)
	Partner
Date : 30th May 2023	Membership No.: 074868
Place : Indore	UDIN: 23074868BHANIE7519

"ANNEXURE A"

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SAM INDUSTRIES LIMITED ON THE

ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2023.

1. (a) (i) The company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment;

(ii) The company does not have any intangible assets hence the provision of this clause is not applicable to

the company.

(b) The Property, Plant and Equipment including investment properties of the company have been physically verified by the management at reasonable intervals. During the year as informed to us no material discrepancies were noticed on such verification.

(c) The title deed of all the immovable properties classified as PPE including investment properties (other than properties where the company is the lessee and the lease agreement are duly executed in favour of the lessee) in the financial statements are held in the name of the company as at the balance sheet date

(d) The company has not revalued any of its Property, Plant and Equipment 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 and Rules made thereunder.

2. (a) As explained to us, physical verification of inventory has been conducted at reasonable intervals by the management and the coverage and procedure of such verification by the management is appropriate; no discrepancies of 10% or more in the aggregate for each class of inventory were noticed.

(b) According to the information and explanation given to us the company has not taken any working capital loan

against the security of its current assets during the year end.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has granted any unsecured loan to the party, details are as below:

(Amount in Thousand)

	Guarantees	Security	Loans	Advances in nature
Aggregate amount during the year
- Subsidiaries	-	-	-	-
- Joint Ventures	-	-	-	-
- Associates	-	-	-	-
- Others	-	-	-	-
Balances Outstanding at balance sheet date
- Subsidiaries	-	-	-	-
- Joint Ventures	-	-	-	-
- Associates	-	-	-	-
- Others	-	-	4,250/-	-

(b) According to the information and explanation given to us, the company did not provide any guarantee or

security during the year.

(c) The terms and conditions of the grant of such loans are not prejudicial to the interest of the company.

(d) According to the information and explanation given to us, repayment of loan, wherever stipulated are regular.

(e) According to the information and explanation given to us, there is no overdue amount in respect of loan

granted to such parties as at the year end.

(f) None of the loans or advances in the nature of loan, granted and has fallen due during the year, has been

renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

(g) No loans or advances in the nature of loans repayable on demand or without specifying any terms or period of repayment has been granted by the company to Promoters, related parties as defined in Sec. 2(76) of the Companies Act, 2013.

4. As per our opinion, in respect of loans and advances, the company has complied with the provisions of section 185 and 186 of Companies Act, 2013 in respect of loans, investments, guarantees and securities, as applicable.

5. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 73 to 76 of the Act.

6. We are informed that maintenance of cost records has not been prescribed by the Central Government under section 148 of The Companies Act 2013, in respect of the activities carried on by the companies in previous years.

7. (a) As per the records of the company, the company is generally regular in the statutory dues including provident fund, employees state insurance, income tax, goods and service tax sales tax, cess and any other material statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amount in respect of income tax, goods and service tax, applicable to it, is outstanding as at the last day of the financial year concerned for a period of more than six months from the date they became payable, except for the following instances:

(Amount in Thousand)

Name of Statute	Nature of Dues	Amount of Demand	Amount Paid	Related to Period
Income Tax Act,1961	TDS	14.00	-	FY 2021-22
Income Tax Act,1961	TDS	0.10	-	FY 2020-21
Income Tax Act,1961	TDS	299.62	-	Various years

(b) According to the information and explanations given to us and on the basis of examination of records of the company there is no provident fund, goods and service tax, income tax, cess which have not been deposited on account of dispute.

8. The company does not have any transactions to be recorded in the books of accounts that has been surrendered or disclose as income during the year in the text assessment under the income tax act, 1961 (43 of 1961)

9. (a) According to the information and explanations and as verified from books of accounts the company has not defaulted in repayment of loans and 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 willful defaulter by any bank or financial institution or government or government authority.

(c) To the best of our knowledge and belief, in our opinion, term loan availed by the Company were, applied by the

company during the year for the purposes for which the loan was obtained.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of financial statements of the company, we report that no funds raised on short term basis have been used for long term purposes by the company.

(e) According to the information and explanations given to us and on an overall examination of financial statements of the company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us and procedures applied by us, we report that the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

10. (a) According to the information and explanation given to us and the record examined by us, the company has not raised any money by way of initial public offer or further public offer (including debt instrument). Hence, clause 3(ix) of the order is not applicable.

(b) According to the information and explanation given to us and the record examined by us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

11. (a) Based upon the audit procedures performed and information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the period covered by our audit.

(b) Based on our Audit procedures, we report that no reporting under sub-Section (12) of Section 143 of the

Companies Act is required to be filed.

(c) Further, no whistle-blower complaint has been received during the year by the company.

12. The company is not Nidhi Company. Accordingly, the provision of paragraph 3(xii) of the order is not applicable.

13. According to the information and explanation given to us and the record examined by us, all the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in financial statements etc., as required by the applicable Indian accounting standards.

14. (a) 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) The reports of the Internal Auditors of the company till date for the period under audit were considered by the

statutory auditor.

15. The company has complied with the provisions of section 192 of Companies Act, 2013 in respect of non-cash

transactions with directors or persons connected with him.

16. (a) The company is not required to register under 45-IA of the Reserve Bank of India Act, 1934.

(b) The company is not a NBFC, hence the reporting in this clause is not required.

(c) The company is not a Core Investment Company (CIC), hence the reporting in this clause is not required.

(d) The group has no CIC as part of the group, hence this clause is not applicable.

17. The company is generally profit making company and there was no cash loss in last financial year also.

18. There has been retirement of the statutory auditors during the year and after having discussions with the management on the issues, objections and/or concern of resigning auditors, we have taken into consideration such issues, objections or concerns raised by the outgoing auditors.

19. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, in our opinion no material uncertainty exists as on the date of the audit report that company is 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.

20. Based on audit procedures applied by us during the conduct of audit, we hereby report that, the company has

discharged all of its CSR liability in compliance to the section 135 and Schedule VII of the Companies Act, 2013.

Date : 30th May 2023

Place : Indore

“Annexure B”

Independent Auditors report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section

143 of the Companies Act, 2013 (the ‘Act)

1. In conjunction with our audit of the financial statements of the Sam Industries Limited for the year ended 31 March 2023, we have audited the internal financial controls over financial reporting (IFCOFR) of the Company, which is a company covered under the Act, as at that date.

Managements Responsibility for Internal Financial Controls

2. The respective Board of Directors of the Company are 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 (the ‘Guidance Note) issued by the Institute of Chartered Accountants of India (the ‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the companys business, including adherence to the companys policies, the safeguarding of the companys 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

3. Our responsibility is to express an opinion on the IFCOFR of the company based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India (ICAI) and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCOFR and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”), issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCOFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCOFR and their operating effectiveness. Our audit of IFCOFR included obtaining an understanding of IFCOFR, 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the IFCOFR of the Company.

Meaning of Internal Financial Controls over Financial Reporting

6. A Companys IFCOFR 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 IFCOFR 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

7. Because of the inherent limitations of IFCOFR, 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 IFCOFR to future periods are subject to the risk that the IFCOFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 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 issued by the ICAI.

Date : 30th May 2023

Place : Indore