Samtel (India) Ltd Directors Report.

TO THE MEMBERS OF SAMTEL INDIA LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of M/s Samtel India Limited [‘the Company), which comprise the Balance Sheet as at March 31, 2021 and the Statement of Profit and Loss [including other comprehensive income), the statement of Cash Flow and statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as "Ind AS financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31 March 2021, and its loss including other comprehensive income, its cash flows and the change in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the AcL Our responsibilities under those standards are further described in the Auditors Responsibility for the Financial Statements section of our report. We are. independent in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made 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 audit opinion on the financial statements.

Emphasis on Matter

We draw your attention to Note No. 28 to the standalone financial statements which states that the ability of the Company to continue as going concern.

Our opinion is not modified in respect of this matter.

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 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 Auditors Response
i) Preparation of financial statements on going concern : basis. We assessed companys address and found respective registrations in order. Our opinion is not qualified .
Refer Note 28 to the standalone financial statement
ii) Evaluation of uncertain tax positions Refer Note 20 of the standalone financial statement : Obtained details of tax assessment and demands. Our internal experts evaluated the managements position on these uncertain tax positions.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the 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 standalone financial statements and our auditors 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 financial statements or our knowledge obtained during the course of our 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 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 and presentation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and change in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder.

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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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 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.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is 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 the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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.

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors 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 results 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.

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents 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 those charged with governance, we determine those matters that were of the most significance in the audit of standalone 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

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure "B" statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, Cash Flow Statement and statement of change in equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the relevant rule issued thereunder.

(e) On the basis of the written representations received from the Directors as on March 31, 2021 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2021 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 A"

(g) 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 impact of pending litigations on its financial position in the financial statements. Refer Note 20 of the financial statements.

ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii) The company does not require transferring any amount, to the Investor Education and Protection Fund.

For R.SHARMA & ASSOCIATES.
Chartered Accountants
Firm Registration No: 003683N
Rakesh Sharma
Partner
Membership No. 082640
UD1N: 21082640AAAACS9528
Place: New Delhi
Date: June 21,2021

Annexure - A to the 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 M/s Samtel India Limited ("the Company") as of 31 March 2021 in conjunction with our audit of the standalone Ind AS Financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control 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 (TCAF). 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 ICA1 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-forour 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 disposal of the assets of the company;

(2) provide 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 management of the company; and

(3) Provide reasonable assurance regarding prevention and timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a materia) 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 2021, 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 R.SHARMA & ASSOCIATES.
Chartered Accountant
Firm Registration No: 003683N
Rakesh Sharma
Partner
Membership No. 082640
UDIN : 21082640AAAACS9528
Place: New Delhi
Date: June 21, 2021

Annexure B to the Independent Auditors Report to the Samtel India Limited

Referred to in Paragraph 1 of "Report on Other Legal And Regulatory Requirements" paragraph of our Report on the financial statement of even date

(i) In Respect of Fixed Assets

(a) The Company is not owning any fixed assets, so clause no. (a), (b), (c), is not applicable.

(ii) In Respect of Inventories

During the year , the company has not carried any business of manufacturing or trading in the goods. Therefore no inventories were held by the Company at any point of time. Accordingly, para (ii) (a), (b), (c) of the order is not applicable.

(iii) Compliance under section 189 of The Companies Act, 2013

The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained u/s 189 of the companies Act 2013.

(b) Since there are no such loans, comments on repayment of the principal amount and interest thereon and overdue amount at the year end are not required.

(iv) Compliance under section 18S and 186 of The Companies Act, 2013

As per information and explanations given to us and on the basis of our examination of the records, the company does not have any loans, investments, guarantees and security under 185 and 186 of the

Companies Act 2013.

(v) Compliance under section 73 to 76 of The Companies Act, 2013 and Rules framed there under while accepting Deposits

The Company has not accepted any deposits from Public within meaning of the directives issued by the Reserve Bank of India and provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and rules framed there under.

(vi) Maintenance of cost records

As the Company has not carried any business of manufacturing or trading, no Cost Records have been maintained . Accordingly Clause (vi) is not applicable.

(vii) Deposit of Statutory Dues

(a) According to the information and explanations given to us and the records of the company examined by us, in our opinion , the company is generally irregular in depositing undisputed statutory dues in respect of provident fund .investor education and protection fund, employees state insurance .income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues as applicable with the appropriate authorities except Provident Fund by Rs.1020790/-, ESI Rs.491284/-, Service Tax including Cess by Rs. 1466332/-, Tax deducted at Source by Rs.283474.99 and interest on Statutory dues of Rs.5841515.09 which are 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 and the records of the company examined by us, the particulars of dues of income tax, sales tax, custom duty, wealth tax, excise duty, value added tax, service tax and cess, which have not been deposited on account of any dispute, are as follows

Related To Authority where Pending Financial Year Disputed Amount Paid under Protest
Sales Tax Additional Commissioner of Sales Tax 1985-86 29,118,000.00 20,128,000.00
Central Excise Law Rajasthan High Court, Jaipur 1989-90 2,059,000.00 5,00,000.00
Central Excise Law CESTAT, Delhi 1997-98 884,000.00 880,000.00
Central Excise Law Commissioner Appeals, Jaipur 1998-99 2,404,000.00 24,01,000.00
Income Tax Income Tax Appellate Tribunal 2005-06 490,090.00
income Tax Income Tax Appellate Tribunal 2007-08 28,817,000.00

(viii) Repayment of Loans and Borrowings

According to the records of the company examined by us and information and explanations given to us, the Company has not taken any loans from Bank or financial institution or not issued any Debentures.

(ix) Utilization of Money Raised by Public Offers and Term Loan For which they Raised

As per the the information and explanation given to us and on the basis of our examination of records ,the company has not raised money by way of initial public offer or further public offer( including debt instruments) and term loans have been applied for the purpose for which they are obtained

(x) Reporting of Fraud During the Year

During the course of our examination of books and records of the company carried out in accordance with the generally accepted auditing practices in India , we have neither come across any instance of fraud by the Company or on the Company by its officers or employees noticed or reported during the year, nor we have been informed of such case by the management

(xi) Managerial Remuneration

As per the information and explanations given to us and on the basis of examination of records, the company has not paid any remuneration during the year.

(xii) Compliance by Nidhi Company Regarding Net Owned Fund to Deposits Ratio

As per information and records available The company is not Nidhi Company.

(xiii) Related party compliance with Section 177 and 188 of companies Act - 2013

As per information and explanations given to us and on the basis of our examination of the records, the company has transacted with the related parties which are in compliance with section 177 and 188 of the Companies Act 2013 and the details have been disclosed in financial statements at Para 27 to the financial statements.

(xiv) Compliance under section 42 of Companies Act - 2013 regarding Private placement of Shares or Debentures

The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) Compliance under section 192 of Companies Act - 2013

As per the information and explanations given to us and on the basis of examination of the records, the company has not entered into any non cash transactions with the directors or persons connected with them.

(xvi) Requirement of Registration under 45-IA of Reserve Bank of India Act, 1934

The company is not required to be registered under section 45-IA of the Reserve Bank of India Act.

FOR R.SHARMA & ASSOCIATES
(Chartered Accountants)
Place: NEW DELHI FRN. :003683N
Date : 21/06/2021
RAKESH SHARMA
(Partner)
Membership No: 082640
UDIN: 21082640AAAACS9528