shyam telecom ltd share price Auditors report

To the Members of

SHYAM TELECOM LIMITED

Report on the Financial Statements

Financial Year ended on 31.03.2023

1. Opinion

We have audited the financial statements of SHYAM TELECOM LIMITED ("the Company"), which comprise the balance sheet as at March 31st, 2023, and the statement of Profit and Loss, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31st, 2023, and its loss, changes in equity and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit 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 of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Material Uncertainty Related to Going Concern

We draw attention to the statement of profit and loss, which indicates that the Company incurred a net loss of Rs. 487.11 Lacs during the year ended March 31st, 2023 and, as of that date the Companys current liabilities exceeded its total assets by Rs. 2292.03 Lacs. Also the net worth of the Company has fully eroded. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis as declared by management in Note no. 34.

Our opinion is not modified in respect of this matter.

4. Key Audit Matter

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. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter	How our audit Addressed the Key Audit
1 Uncertain Taxation Matters:	Principal Audit Procedure:
The Company has material uncertainty relating to tax positions including matters under dispute, which involves significant judgment to determine the possible outcome of these disputes.	We have obtained details of completed tax assessments and demands up to 31st March, 2023 from management
Refer Note no. 25 to the Financial Statements.	We assessed the managements underlying assumptions in estimating the tax provisions and the possible outcome of the disputes. We also considered legal precedence and other rulings, including in the Companys on cases, in evaluating managements position on these uncertain tax positions

 

2 Provisions and contingent liabilities:	Principal Audit Procedure:
There are a number of legal, regulatory and tax cases against the Company.	We analyzed the current status of the tax cases.
High level of judgement is required in estimating the level of provisioning required. Refer to note no. 25, 26, & 27 of Financial statements.	For legal, regulatory and tax matters our procedures included the following
	• Testing key controls over litigation, regulatory and tax procedures
	• Performing substantive procedures on the underlying calculations supporting provisions recorded;
	• Where relevant, reading external legal opinions obtained by management;
	• Meeting with regional and local management and reading relevant correspondence;
	• Discussing open matters with the Company litigation, regulatory, general counsel and tax teams;
	• Assessing managements — conclusions through understanding precedents set in similar cases; and Based on the evidence obtained, and the relate disclosures in note no. 25, 26 & 27 of the financial statements, conclude that the disclosure was sufficient.

 

3 Amount recoverable from/payables to foreign parties pending for settlements due to non-receipts of approvals from Statutory Authorities:	Principal Audit Procedure
There are a number of cases where amount recoverable from / payable to foreign parties are pending for settlements due to non- receipt of necessary approvals from Reserve Bank of India.	We analyzed the following areas with respect to pending foreign balances:
High level of judgment is required in estimating the possible outcome of these cases.	• In case of amount recoverable, calculation of foreign exchanges fluctuation gain/loss with the prevailing rate;
Refer to note no. 26 & 27 of Financial Statements.	• Performing substantive procedures on the underlying calculations supporting the provisions recorded with respect to foreign debtors,
	• Where relevant, reading external legal opinions obtained by management; Obtaining relevant correspondence filed with regulatory and statutory authorities for necessary approvals with regard to outstanding balances;
	• Discussion with the management about the recoverability from debtors and paying off the creditors in near future;
	• Based on the evidence obtained, and the related disclosures in note no. 26 & 27 of the financial statements, conclude that the disclosure was sufficient.

5. Other Matters

Following are the details of amounts pending to be received/paid to the foreign parties by the Company due to pending necessary approvals from Statutory Authorities:

a) An amount of Rs. 42.82 Crore being advances from customers classified under the head "Other Current Liabilities" are in process of being settled for a long time.

b) An amount of Rs. 2.26 Crore being Sundry Creditors classified under the head "Trade Payables are in process of being settled for a long time.

c) An amount of Rs. 28.10 Crore being Loan to Subsidiary Classified under "Loans-Doubtful. The Company had already made a provision of Rs. 28.10 Crore against such doubtful advances in previous years.

All the above-mentioned amounts are long overdue and Company is following up with statutory authorities for necessary approvals.

Our opinion is not qualified in respect of above matter.

6. Other Information in documents containing audited Financial Statements:

The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report or management report and Chairmans Statements, but does not include the consolidated financial statements and our auditors report thereon. These reports are expected to be made available to us after the date of this auditors report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. SA720 "Auditors Responsibilities relating to Other Information" requires it in connection with our audit of the financial statements.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.

7. Managements and Board of Directors Responsibilities for the Financial Statements

The Companys Management and Board of Directors are 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

8. Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

• 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.

9. Report on Other Legal and Regulatory Requirements

• 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 paragraphs 3 and 4 of the Order, to the extent applicable.

10. 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, the Statement of Changes in Equity, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind-AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) In our opinion there is no observation or comment to be made by us on financial transactions or matters which have any adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the Directors as on 31^st March, 2023 taken on record by the Board of Directors, none of the Directors is disqualified as on that date from being appointed as a Director in terms of Section 164(2) of the Act.

(g) In our opinion, we do not find any qualification, reservation or adverse remark to be made by us relating to the maintenance of accounts and other matters connected therewith.

(h) With respect to the adequacy of the internal financial controls with reference to financial statement of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure -B".

(i) 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:

(a) The Company has disclosed the impact of pending litigations as at 31st March 2023 in its financial position in its financial statements -Refer Note 27 to the financial statements;

(b) The Company has made provision as required under the applicable law or accounting standards for material foreseeable losses, if any, on long term contracts including derivative contracts.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(d) (i) Whether the management has represented that, to the best of its knowledge and belief, 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:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

It has been so represented by the management that no such funds have been advanced, loaned or invested and no such guarantee security or the like has been provided

(ii) Whether the management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or • provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

It has been so represented by the management that no such funds have been received and no such guarantee security or the like has been provided

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

(e) No dividend declared or paid during the year by the Company.

(f) Whether the Company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention."

As proviso to rule 3(1) of the companies (accounts) rules, 2014 is applicable for the Company only w.e.f April, 1,2023 reporting under this clause is not applicable for the year.

(g) With respect to the matters to be included in the Auditors Report under Section 197(16) of the Act: In our opinion and to the best of our information and explanations given to us, the remuneration paid by the Company to its Directors during the year is in accordance with the provisions of Section 197 of the Act and is not in excess of the limit laid down under the said section.

For Padam Dinesh & Co.

Chartered Accountants

Firm Regn.No.: 009061N

Sd/-

CA.Rakesh Aggarwal

Partner

M. No.: 084226

UDIN: 23084226BGTWLO1485

Date: 27^th May, 2023

Place: New Delhi

ANNEXURE ‘A (CARO)

(Financial Year ending on 31.03.2023)

Shyam Telecom Limited

(Referred to in paragraph ‘9 of our report of even date)

1. Property, Plant & Equipment

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Property Plant and Equipment & Intangible assets.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, plant and equipment by which all Property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain Property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were 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 deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company.

Description of property	Gross carrying value	Held in name of	Whether promoter, Director or their relative or employee	Period held– indicate range, where appropriate	Reason for not being held in name of Company*
Freehold Land	1.77 Lacs	Company- Shyam Telecom Ltd.	-	-	Title held in Company name

 

Description of Property	Gross carrying value	Held in the name of	Whether promoter, Director or their relative or employee	Period held– indicate range, where appropriate	Reason for not being held in name of Company*
Leasehold Land	83.52 Lacs	Company- Shyam Telecom Ltd	-	-	Title held in Company name
Building	308.00 Lacs	Company- Shyam Telecom Ltd	-	-	Title held in Company name

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, plant and equipment or Intangible assets or both during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

2. Inventory:

(a) The Company has not held any inventory during the year. Accordingly, clause 3(ii)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. Accordingly, clause 3(ii)(b) of the Order is not applicable.

3. Investments, Loans and Advances etc.:

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any investments, provided guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties during the year. Accordingly, clause 3(iii) (a) to (iii) (f) of the Order is not applicable.

4. In our opinion and according to information and explanations given to us, the Company has not given any loan, made any investment, given any guarantee, or securities covered under section 185 & 186 of the Companies Act, 2013. Further, The Company has complied with the provision of section 186 of the Companies Act, 2103 in relation to loan given & investment made.

5. In our opinion and according to information and explanation given to us, the Company has not accepted any deposits or amounts deemed to be deposits from the public covered under section 73 or any other provisions of the Companies Act 2013. Accordingly, clause 3(v) of the Order is not applicable.

6. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the services provided by the Company. Accordingly, clause 3(vi) of the Order is not applicable.

7. (a) Undisputed Statutory Dues:

According to records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, income Tax, Goods & Service Tax, Sales Tax, Service Tax, Wealth Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at the end of the year for a period more than six months from the date of becoming payable.

(b) Disputed Statutory Dues:

According to the information and explanations given to us, there were no dues in respect of Income Tax, Duty of Excise, Duty of Customs, Cess, Sales Tax, Service Tax, Goods and Services Tax, Value Added Tax and Wealth Tax which have not been deposited on account of any dispute except the following:

Name of the statute	Name of the dues	Period to which the amount pertains	Amount (Net of paid) Rs. In Lacs	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	A.Y. 2011-12	74.41	Income Tax Appellate Tribunal
Income Tax Act, 1961	Income Tax	A.Y. 2012-13	93.51	Income Tax Appellate Tribunal
Income Tax Act, 1961	Income Tax	A.Y. 2013-14	110.37	Income Tax Appellate Tribunal
Income Tax Act, 1961	Income Tax	A.Y. 2014-15	94.28	Income Tax Appellate Tribunal
Uttarakhand Value Added Tax Act, 2005	VAT	F.Y. 2012-13	4.89	Jt. Commissioner Commercial Tax Appeals, Dehradun
		F.Y. 2013-14	14.25
		F.Y. 2014-15	21.29
		F.Y. 2015-16	19.32
		F.Y. 2016-17	4.19

8. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.

9. Loans or other Borrowings:

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company did not have any loans or borrowings from any lender during the year.

Accordingly, clause 3(ix)(a) of the Order is not applicable.

Nature of borrowing, including debt securities	Name of lender*	Amount not paid on due date	Whether principal or interest	No. of days delay or unpaid	Remarks, if any
-	*lender wise details to be provided in case of defaults to banks, financial institutions and Government.	-	-	-	-

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

(c) Term Loans:

According to the information and explanations given to us by the management, the Company has not obtained any term loans. Accordingly, clause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds have been raised on short-term basis by the Company. Accordingly, clause 3(ix)(d) of the Order is not applicable.

(e) According to the information and explanations given to us and on an overall examination of the 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 as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the Order is not applicable.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(f) of the Order is not applicable.

10. (a) The Company did not raise any money by way of initial public offer or further public offer including debt instruments and term loans during the year. Accordingly, clause 3(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 fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the order is not applicable.

11. (a) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 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) We have taken into consideration the whistle blower complaints received by the Company (No complaints received) during the year (and up to the date of this report), while determining the nature, timing and extent of our audit procedures.

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

13. Related Parties Transactions:

In our opinion and 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 Companies Act, 2013, where applicable, and details of the related party transactions have been disclosed in the financial statements as required by the applicable Indian accounting standards.

14. Internal Audit System :

(a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date for the period under audit.

15. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence, provisions of Section

192 of the Companies Act, 2013 are not applicable to the Company.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clauses 3(xvi)(a) to 3(xvi)(d) of the Order are not applicable.

17. The Company has incurred cash losses, stated as below :

(Rs in Lacs)

Particulars	31.03.2023	31.03.2022
Cash loss Incurred	107.63	220.51
Particulars	31.03.2023	31.03.2022
PBT	-469.99	-304.94
Taxes for earlier years	-15.63	-53.91
Depreciation	16.93	18.92
Foreign Currency Fluctuations	61.06	16.80
Provision for Doubtful Debts	60.93	23.76
Provision for Doubtful Loans & Advances	239.07	78.87
	-107.63	-220.51

18. There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

19. No Material Uncertainty of meeting its Liabilities:

According to the information and explanations given to us and 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, 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 that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the 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.

20. In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Companies Act, 2013 pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

21. Whether there have been any qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements, if yes, indicate the details of the companies and the paragraph numbers of the CARO report containing the qualifications or adverse remarks.

NA since this report is not of consolidated financial statements.

For Padam Dinesh & Co.

Chartered Accountants

Firm Regn.No.: 009061N

Sd/-

CA.Rakesh Aggarwal

Partner

M. No.: 084226

UDIN: 23084226BGTWLO1485

Date: 27^th May, 2023

Place: New Delhi

Annexure - "B" "Internal Financial Control Report"

(Financial Year ending on 31.03.2023)

Shyam Telecom Limited

(Referred to in Paragraph 10(h) our report of even date) FY 31.03.2023

1. Opinion

We have audited the internal financial controls with reference to financial statements of Shyam Telecom Limited ("the Company") as of March 31st, 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

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 were operating effectively as at 31^st March 2022, based on the internal control with reference to financial statements 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.

2. Managements and Board of Directors Responsibilities for Internal Financial Controls

The Companys management and Board of Directors are responsible for establishing and maintaining internal financial controls with reference to financial statements based on the criteria established by the Company considering the essential components of internal control stated in the Guidance Note. 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 Act,.

3. 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 and the Standards on Auditing, prescribed 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 whether 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, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to financial statements.

4. Meaning of Internal Financial Controls with reference to financial statements

A Companys internal financial control with reference to financial statements 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 with reference to financial statements includes those policies and procedures that:

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

b) 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 authorizations of management and Directors of the Company; and

c) 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.

5. 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 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.

For Padam Dinesh & Co.

Chartered Accountants

Firm Regn.No.: 009061N

Sd/-

CA.Rakesh Aggarwal

Partner

M. No.: 084226

UDIN: 23084226BGTWLO1485

Date: 27^th May, 2023

Place: New Delhi