sharp india ltd share price Auditors report

TO THE MEMBERS OF SHARP INDIA LIMITED

Reportontheauditofthefinancial

Qualified Opinion

1. We have audited the accompanying financial statements of Sharp India Limited (‘the Company), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the

Statement of Changes in Equity for the year then ended, and notes to the financial statements including a summary of the 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, except for the effects of the matters described in the basis of qualified opinion section of our report, the aforesaid financial statements give the information required by the Companies Act, 2013 (‘the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2023, and its net losses and other comprehensive income, its cash flows for the year ended on that date.

Basis for Qualified opinion

3. We draw your attention to Note No. 33 to the financial statements which states that the Company has ceased business operations from the financial year ended March 31, 2016 and incurred net loss of Rs. 1574.80 Lakhs for the year ended statements does notMarch 31, 2023 and accumulated losses aggregate to Rs. 12,943.94 Lakhs as of March

31, 2023. There is no production of LED TVs from April, 2015 and of Air Conditioners since June, 2015 onwards in the absence of any orders. There is a significant doubt whether the company would be able to continue as a going concern due to material uncertainties in respect of commencement of production and other operations pertaining to it, mobilisation of human and other resources, revival of sales and services, establishing supply chain and also on account of current economic scenario. However, the management considers the going concern assumption as appropriate in view of certain service agreements with group companies and continued financial and operational support from holding company, though it may take longer duration than anticipated for the revival of operations of the Company.

Significant time has been elapsed after cessation of the activity and in the absence of Board approved business plan and scheme of revival, the impact on the financial statements which have been prepared by the management under going concern assumption, cannot be ascertained.

4. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. 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 (‘ICAI) 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 qualified opinion.

Emphasis of Matters

5. We draw attention Note No. 36 to the financial statements which states that there was a delay in the submission of results of the Company for quarter and financial year ended March 31,

2022, quarter ended June 30, 2022, quarter and half year ended

September 30, 2022, for the quarter and financial year ended

March 31, 2023 and subsequent quarters. This also resulted in attracting the consequential penalty under SEBI Regulations and shifting of the scrip of the Company by stock exchange in Z group (non-compliant companies) and freezing the shareholding of the promoters.

Our opinion is not modified in respect of the above matter.

Key audit matters

6. Key audit matters 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. Except for the matters described in the

Basis for Qualified Opinion section, we have are no other key audit matters to communicate in our report.

Information other than the Financial Statements and Auditors Report thereon

7. The Companys Board of Directors is responsible for the otherandthechangesin equity information. The other information comprises the information included in the Annual Report but does not include the financial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report. the Our opinion on the financial other information and we will 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 identifiedabove when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

8. The accompanying financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the

Ind AS 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 statements 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. Those Board of Directors is also responsible for overseeing the

Companys financial reporting process.

Auditors Responsibilities for the Audit of the 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 Standards on Auditing 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 Standards on Auditing, 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 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 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; 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.

Other Matter:

16. The comparative financial statements for the year ended March 31, 2022 have been audited by the erstwhile statutory auditors, Price Waterhouse, Chartered Accountants LLP (Firm Regn. No.: 0125754N/N500016) who have expressed their qualified opinion vide report dated November 23, 2022. Our opinion on the Financial Statements and our report on the

Other Legal and Regulatory Requirements below is not modified in respect of the above matter with respect to our reliance on the work done by the predecessor auditors.

Report on other legal and regulatory requirements

17. As required by the Companies (Auditors Report) Order, 2020

(‘the Order) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

18. Further to our comments in Annexure A, 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 except as described in the Basis for Qualified Opinion Section above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying financial statements; b. In our opinion, and except as described in the Basis for

Qualified Opinion section above, 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 financial statements dealt with by this report are in agreement with the books of account; d. In our opinion, except as described in the Basis for Qualified Opinion section above, the aforesaid financial statements comply with Ind AS specified under section 133 of the Act; e. On the basis of the written representations received from the directors and 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 financialcontrols over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. g. As required by section 197(16) of the Act, based on our examination of the books of account of the Company, we report that the Company has paid/provided for managerial remuneration in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the

Act. h. With respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the

Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us: i. The Company, as detailed in note No. 15 & 30 to the financial statements, has disclosed the impact of pending litigation

2023; onitsfinancial position as at March 31, ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2023; iii. 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; iv. The management has represented that to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds 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(s) or entity(ies) including foreign entities

(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 any guarantee,company(ultimate security or the like on behalf of the Ultimate Beneficiaries; (Refer Note No. 34 to the financial statements) v. The management has represented that to the best of its knowledge or belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any other person(s) or entity(ies) including foreign entities (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; (Refer Note No. 34 to the financial statements) vi. Based on the audit procedures considered reasonable and appropriate in the circumstances carried out by us, nothing has come to our notice that has caused us to believe that the representation under clause (i) & (ii) of Rule (e) contain any material misstatements. vii. The company has not declared or paid any dividend during the year and as such the compliance of section 123 of the Act has not been commented upon. viii. No comments have been offered as regards the maintenance of books of account using accounting software which has a feature of recording audit trail (edit log) facility under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 since the said requirements under proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 are not applicable to the company for the financial year ended on March 31,

2023.

For, G.D. Apte & Co Chartered Accountants

Firm Registration No: 100 515W

S.B. Rashinkar Partner

Membership No.: 103483 Place: Pune Date: November 27, 2023 UDIN: 23103483BGYBPM8530

Annexure A referred to in Paragraph 17 under the heading ‘Report on Other Legal and Regulatory Requirements of our report of even date to the members of the Sharp India Limited for the year ended March 31, 2023

In terms of the information and explanations sought by us and given by the Company and on the basis of our examination of the books of accounts and records of the company in the normal course of audit and to the best of our knowledge and belief, we report that: i. a) (A) The company is maintaining proper records showing full particulars including quantitative details and situation of Property, plant and equipment.

(B) The company is maintaining proper records showing full particulars of Intangible assets.

(b) The management of the Company has physically verified its property, plant and equipment during the year wherein no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets.

(c) According to the information and explanations given to us by the management and on the basis of examination of the records of the company, the title deeds of the immovable properties (other than the immovable properties where the company is lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held as under:

Descrip- tion of the property	Gross Carrying Value as at 31st March 2023 (Rs. Lakhs)	Held in the name of	Whether pro- moter, director or their relative or em- ployee	Period held	Reason for not being held in the name of the Compa- ny
Factory land at Gat No. 686 / 1, 3A, 4, 6A, 8A, 10A Ko- regaon Bhima	19.31	Kalyani Sharp India Limited	--	Since 2005	Regis- tration of the land post change in the name of the Compa- ny after change in the manage- ment is pending.

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

(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. ii. (a) The physical verification of inventory has been conducted at reasonable intervals by the Management during the year.

There were no discrepancies of 10% or more in the ag gregate for each class of the inventory noticed during phys ical verification of the inventory. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its inventory.

(b) During the year, the Company has not been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate from banks and financial institutions on the basis of security of current assets and accordingly, reporting under this clause is not applicable. iii. The Company has not made any investments, granted secured/ unsecured loans/advances in nature of loans, or stood guarantee, or provided security to any parties. Therefore, the reporting under clause 3(iii) of the Order are not applicable to the Company. iv. The company has not granted any loans, investments, guarantees and securities given where the provisions of section 185 and 186 of the Act are applicable. As such reporting under clause 3 (iv) of the order is not applicable to the company. v. The company has not accepted any public deposits and amounts deemed to be deposits as per the section 73 of Companies Act and rules made thereunder. Further the Company has not accepted any deposits before the commencement of the Act. As such provisions of 74, 75 & 76 are not applicable to the Company.

No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal. vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the report for FY 2021-22 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. vii. (a) The company is generally regular in depositing the undisputed statutory dues including goods and service tax, provident fund, Labour welfare fund, profession tax, income tax, Cess and other material statutory dues as applicable with appropriate authorities. We further report that there were no undisputed statutory dues as at the last day of the financialyear which were outstanding 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, there are no statutory dues in respect of provident fund, Labour welfare fund, profession tax, income tax, goods and services Tax, Cess and other material statutory dues as applicable with appropriate authorities referred to in sub-clause (a) which have not been deposited on account of any dispute. viii. There are no transactions, which were not recorded in the books of account but have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). ix. (a) The company has not defaulted in repayment loans or borrowings to any financial institution, or debenture holders during the year. (b) According to the information and explanations given to us and on the basis of examination of books of account and other records of the company and representations received from the management of the company, we report that the company has not been declared to be a wilful defaulter by any bank, financial institution or other lender.

(c) According to the information and explanations given to us and on the basis of overall examination of books of account and other records of the company, we report that no fresh term loans have been availed by the company during the year.

(d) According to the information and explanations given to us and on the basis of overall examination of books of account and other records of the company, we report that funds amounting to Rs. 178.83 Lakhs raised on short term basis have been utilised for long term purposes. (e) The company does not have any subsidiaries, associates or joint ventures and as such reporting on the clause 3 (ix) (e) whether the company has taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures is not applicable. (f) The company does not have any subsidiaries, associates or joint ventures and as such reporting on the clause 3 (ix) (f) whether the company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies is not applicable. x. (a) During the year, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). As such, reporting under clause 3(x)(a) is not be applicable. (b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures. Accordingly, reporting under clause 3(x)(b) of the order is not applicable. xi. a) Based on our examination of books and records and according to information and explanations given to us, no material frauds by the Company or on the Company have been noticed or reported during the year. (b) No report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)

Rules, 2014 with the Central Government.

(c) According to the information and explanations given to us and on the basis of examination of records of the company, there were no complaints of whistle-blower received during the year by the Company. xii. The Company is not a Nidhi Company within the meaning of

Section 406 of the Act. As such, reporting under clause 3 (xii) (a) to (c) is not applicable. xiii. Based on the audit procedures performed, we report that the transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and the details as required by the applicable Indian Accounting Standards have been disclosed in the Financial Statements. xiv. (a) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(b) The reports of the internal audit of the company for the period under audit have been considered by us during the course of our audit. xv. Based upon the audit procedures performed by us and according to the information and explanations given to us, we report that the Company has not entered into any non-cash transactions of the nature as described in Section 192 of the Act. xvi. (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

(b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under clause 3 (xvi) (b) of the Order is not applicable to the Company (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of

India.

(d) According to the information and explanations given to us and based on the representation received from the management, there is no core investment company (CIC) within the group. xvii. The Company has incurred cash losses of Rs. 1,558.83 Lakhs in the current financial year FY 2022-23 and of Rs. 1,454.04 Lakhs during immediately preceding financial year FY 2021-22. xviii. As per the information and explanations provided to us, the erst-while Statutory Auditors of the Company have completed the term of 5 years and expressed unwillingness for further reappointment consequent to completion of their tenure. The predecessor Statutory Auditors have communicated us that they have no matters they believe necessary to bring to our attention. xix. As referred in" "Basis for Qualified opinion" section in our main report and as disclosed in Note No. 33 & 35 to the financial statements and other information accompanying the financial statements which also include the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, our knowledge of the plans of the Board of

Directors and management and based on our examination of the evidence supporting the assumptions, significant time has been elapsed after cessation of the production activity and business plan and scheme of revival approved by the Board of Directors and the parent company has not been made available to us.

As such the impact the same on the financial statements which have been prepared by the management under going concern assumption, cannot be ascertained and we are unable to opine whether any 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; xx. The provisions relating to Corporate Social Responsibility under Section 135 of the Act are not applicable to the Company. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company xxi. The reporting under clause 3 (xxi) is applicable in respect of audit of consolidated financial statements. As such not applicable for the reporting in standalone financial statements.

For, G.D. Apte & Co Chartered Accountants

Firm Registration No: 100 515W

S.B. Rashinkar Partner

Membership No.: 103483 Place: Pune Date: November 27, 2023 UDIN: 23103483BGYBPM8530

Annexure B referred to in Paragraph 18 (f) of the Independent Auditors Report of even date to the members of the Sharp India Limited for the year ended March 31, 2023

Independent Auditors Report on the internal financial controls over financialreporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act)

1. We have audited the internal financial controls over financial reporting of Sharp India Limited (‘the Company) as of 31 March 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Responsibilities of Management for Internal Financial Controls

2. The Board of Directors (‘the Board) and the Companys

Management is responsible for establishing and maintaining internal financial controls based on the internal controls 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 (‘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 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 for the Audit of the Internal Financial Controls Over Financial Reporting

3. 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 Standards on Auditing as specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls over financial reporting, and 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 internal financial controls over financial reporting 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 internal financial controls over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of such internal financial controls, 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 judgement, 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 and appropriate to provide a basis for our qualified audit opinion on the internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

6. A companys internal financial controls 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 controls over financial reporting include those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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

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 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 controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified opinion

8. According to the information and explanation given to us and based on our audit, we have identifiedmaterial weakness stated below: The company has prepared the financial statements for the year ended March 31, 2023 on a going concern basis as set out in

Note No. 33 to the financial statements, though the Company has ceased its businessoperationsfromthefinancialyear ended

March 31, 2016 and incurred net loss of Rs. 1,574.80 Lakhs for the year ended March 31, 2023 and accumulated losses aggregate to Rs. 12,943.94 Lakhs as of March 31, 2023. However, the management has not put in place internal control system to prepare and review the business plans and scheme of revival in order to justify the going concern assumption.

9. A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting such that, there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be detected or prevented on a timely basis.

QualifiedOpinion

10. In our opinion, except for the possible effects of the material weakness described in the Basis for Qualified Opinion para in relation to the going concern assumption on the achievement of objective of the control criteria, the Company has maintained in all material respects, adequate internal financial controls over financial reporting and such internal financialcontrols over financial reporting were operating effectively as of March 31, 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 control over financial reporting issued by ICAI. 11. We have considered the material weakness identified and reported sufficient above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company for the year ended March 31, 2023 and said material weakness has affected our opinion on the financial statements of the Company for the year ended on that date and we have issued a qualified opinion on the financialstatements as mentioned in para 3 of our

Independent Auditors report for the year ended on that date.

For, G.D. Apte & Co Chartered Accountants

Firm Registration No: 100 515W

S.B. Rashinkar Partner

Membership No.: 103483 Place: Pune Date: November 27, 2023 UDIN: 23103483BGYBPM8530