suumaya industries ltd share price Auditors report

TO THE MEMBERS OF SUUMAYA INDUSTRIES LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Suumaya Industries Limited ("the Company"), which comprise the Balance sheet as at March 31, 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS 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 standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("IND AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone 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 standalone 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 obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of matter

1. We draw your attention to Note 43(7) of the Standalone Financial Statements, which states that the Company has entered in Business Transfer Agreement to transfer its Agro Division/ Segment ("Undertaking"), together with all specified assets and liabilities and other assets in relation to the Undertaking, as identified, as a going concern / on a slump sale basis on an "as is where is" basis as on 28.02.2023 ,to its wholly owned subsidiary, Suumaya Agro Limited, for a consideration at an indicative value of Rs. 875.00/- Crores, to be paid in kind by issuance of Equity Shares of Rs. 10/- each at an issue price of Rs. 4650/- per share including premium of Rs. 4640 by Suumaya Agro Limited subject to the provisions of the Act, on such terms and conditions as may be deemed fit by the Board. The same has been further classified under Other Current Assets pending allotment of investment shares.

2. We draw your attention to Note 43(8) of the Standalone Financial Statements, which states that in relation to Transfer of Agro Business undertaking to Suumaya Agro Limited, the company is required to restate the financial statement of the company to reflect the fair value of assets and liabilities transferred as if the business combination had been completed at the beginning of the earliest comparative period presented to reflect the true and fair view of restated financials in both acquirer and acquiree company, and as per the provision of para 9 of Appendix C of Ind AS 103, amounts in the financial statements has been restated. This includes restatement of statement of profit and loss also. Accordingly, the statement of profit and loss has been restated with effect from April 1 2021.Also, as per the provisions of Ind AS 103, the restatement will not be that of statement of profit and loss only but for entire financial statements including Balance Sheet, Cash Flow Statement, Statement of Changes in Equity, and other notes to accounts from the earliest preceding period presented (i.e. from April 1, 2021). Accordingly, the complete financial statements of the company has been restated and the necessary opinion from the Ind AS Practitioner has been sought to consider the effect to the said transaction.

3. We draw your attention to Note 43(16) of the Standalone Financial Statements, which states that the Company is carrying significant balances as trade and other receivables including amounts outstanding from earlier accounting periods which are outstanding for a period over 180 days as on March 31, 2023. Further the Company has created expected credit loss provision to the tune of INR 58.50 Crores in relation to recoverability of such debts after assessing the impact and status of such receivables with reference to the ageing profile, historical payment pattern, and the past record of the customer/ vendor.

4. We draw your attention to Note 43(17) of the Standalone Financial Statements, which states that the Company has received Income tax Demands for AY 16-17 and AY 17-18 against order u/s 147 of Income tax Act to the tune of INR 60.91 crores and INR 14.71 crores respectively wherein the Company has filed appeals against such orders post the prescribed time limit. However, based on Management evaluation and analysis of such orders and the validity of such demands it has not created any provision in regards to the same

5. We draw your attention to Note 43(14) of the Standalone Financial Statements, which states that the Company has created a provision for obsolete Inventory of INR 13.96 Crores in the Standalone Financial Statements in the month of March 2023. The Management has represented that the same is on account of material deterioration in quality stock items related to the Textile Segment which will be scrapped in the subsequent period. The Company has obtained an independent expert confirmation to validate and substantiate the obsoleteness of such stock item and validate that the inventory is not marketable.

6. We draw your attention to Note 43(13) of the Standalone Financial Statements as per the information and explanation given by the management, the company had an unspent Corporate Social Responsibility (CSR) balance of INR 2.52 crores as March 31, 2022, which the company had decided to spend on ongoing projects, the law stipulates that s unspent amount which has to be spent on ongoing has to be transferred to a special bank account in compliance with the provision of sub-section (6) of section 135 of the Companies Act, 2013. However, the same has not been deposited by the company till the May 15, 2023 and resulted into non -compliance. As per Section 134(8) of the companies Act "Penalties for not discharging the duty of CSR", the company is liable for a penalty that would be twice the amount required to be transferred by the company to the specified fund under Schedule VII or the unspent CSR account, as the case may be, or 01 crore, whichever is less. As regards an officer of the company, the penalty would be 1/10th of the amount required to be transferred by the company to such fund or the unspent CSR account, as the case may be, whichever is less.

7. We draw your attention to Note 43(13) of the Standalone Financial Statements as per the information and explanation given by the management, the company has an unspent Corporate Social Responsibility (CSR) balance of INR 6.81 crores as March 31, 2023, which the company had decided to spend on ongoing projects, the law stipulates that any unspent amount which has to be spent on ongoing has to be transferred to a special bank account in compliance with the provision of sub-section (6) of section 135 of the Companies Act, 2013. However, the same has not been deposited by the company till the May 15, 2023 and resulted into non -compliance. As per Section 134(8) of the companies Act "Penalties for not discharging the duty of CSR", the company is liable for a penalty that would be twice the amount required to be transferred by the company to the specified fund under Schedule VII or the unspent CSR account, as the case may be, or 01 crore, whichever is less. As regards an officer of the company, the penalty would be 1/10th of the amount required to be transferred by the company to such fund or the unspent CSR account, as the case may be, whichever is less.

8. We draw attention to the standalone Financial Results, which indicates that the Company has incurred a loss of Rs 154.8 crores for the year ended March 31, 2023. Particularly during the last financial year, there has also been a significant decline in the Companys profits, an increase in their collection period resulting in breach of customer/ vendor/ assignment agreements. The above indicators of financial stress has also resulted in a substantial delay in payment of statutory dues as mentioned in Note 43(9) to the standalone financial results. This requires the Company to take effective steps to augment its capital base. On the Board Meeting held on February 04, 2023, the Company has proposed an internal restructuring scheme for the revival and growth of current operations and new business segments respectively. Under this Scheme the Company has proposed to increase the authorized share capital from INR 75 crores to INR 125 crores thereby approved by the Shareholders on April 17, 2023 through e- voting by Postal Ballot. Further the Company has received commitments from the Promotor Group to provide Inter Corporate Deposits/ Loans to the tune of INR 200 crores as a personal guarantee for the outstanding statutory dues.

In the opinion of the Company, based on the financial projections prepared by the Company and approved by the Board for the next 3 years, the capital infusion plans, the Company will be able to realize its assets and discharge its liabilities in its normal course of business and hence the financial results have been prepared on a going concern basis. The said assumption of going concern is inter-alia dependent on the Companys ability to achieve improvements in profitability and liquidity.

9. We draw your attention to Note 43(9) of the Standalone Financial Statements that the Company has not yet paid the statutory dues as on March 31, 2023 to the tune of INR 289 crores with an ageing of 0-24 months consisting of Self-Assessment Income Tax dues in relation to FY 20-21 and FY 21-22, Professional Fees, ESIC dues, Professional Tax, Tax Deducted at Source and Tax Credited at Source

Further the Company has not yet filed tax audit return and audit report for FY 21-22 on account of the Income Tax Search that was conducted on the Company during July 2022 . The Company is further in process of submitting its reply against the Notice served u/s 148 of Income tax Act 1952.

Our opinion is not modified in respect of the above matters as stated under the Emphasis of Matter Paragraph

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matters	How our audit addressed the key audit matter
Non Payment of Stautory Dues	Obtained details including ageing of various statutory dues payable by the Company to various authorities as at March 31, 2023 from the Management.
During the year, the Company has defaulted in depositing the following statutory dues with various authorities as on March 31, 2023	Confirmed the accuracy of the statutory dues payable as at March 31, 2023 to various authorities from the relevant documents, challans and ledger accounts maintained by the Company

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Boards report including annexures to the Boards report, but does not include the standalone Ind AS financial statements and our auditors report thereon.

Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such 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.

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

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs of the Company, view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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 the 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 standalone 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 Ind AS 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. Those Charged with Governance are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2023 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, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a 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 standalone balance Sheet, the standalone statement of Profit and Loss including the statement of other comprehensive income, the cash flow statement and statement of changes in equity dealt with by this Report are in agreement with the books of accounts;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of Declaration received from the Directors at the beginning of the financial year and at the time of being appointed as director of the Company, none of the directors of the Company for the Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing 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 with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor s 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 has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 38 to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts as at March 31, 2023 for which there were any material foreseeable losses. The Company did not have any long-term derivative contracts as at March 31, 2023;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 40 (A) to the standalone financial statements, 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 persons or entities, 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.

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 40 (B) to the standalone financial statements, no funds have been received by the Company from any persons or entities, 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.

(c) 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 (iv) (a) and (iv) (b) contain any material mis-statement

v. The company has not declared any final or interim dividend during FY 2022-23 and have not violated any rules mentioned under section 123 of Companies Act, 2013.

vi. With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us

For Naik Mehta & Co. Chartered

Accountants

FRN:124529W

Sd/-

CA Alpa Mehta

Partner

Membership No. 107896.

Place: Mumbai

Date : May 15, 2023

UDIN: 23107896BGWMQC2843

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF THE SECTION ON "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT

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

(B)The Company has maintained proper records showing full particulars of 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 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 leases agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company.

(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 (including Right of Use assets) or intangible assets or both during the year.

(e) According to 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.

(ii) (a) Majority of the Company inventory had been lying at third party warehouses during the year due to which the Company has not been able to physically verify the inventory during the year. In our opinion, the frequency of verification is not adequate. We would not be able to comment on any material discrepancies noticed in absence of conduct of such physical verification procedures of the Inventory by the Company. In respect of inventories lying with third parties, these have substantially been confirmed by them and no material discrepancies were noticed in respect of such confirmations.

(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 any working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets.

(iii) 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 made investments, provided guarantee or security, granted loans and advances in the nature of loans, secured or unsecured to companies, limited liability partnership and other parties in respect of which the requisite information is as below:

(a) Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to entities as set out below:

Particulars	Guarantees	Security	Loans	Advances in the Nature of Loans
Aggregate amount remitted during the year
Subsidiaries	-	-	0.27 Crores	-
Joint Ventures	-	-	-	-
Associates	-	-	-	-
Others	-	-	3.56 Crores	21.46 Crores
Balance outstanding as at balance sheet date
Subsidiaries	-	-	-	-
Joint Ventures	-	-	-	-
Associates	-	-	-	-
Others	-	-	20.44 Crores	6.27 Crores

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made, guarantees provided, security given during the year and guarantees provided during the year are, prima facie, not prejudicial to the interest of the Company. However, we are of the opinion that the terms and conditions of loans granted and advances in the nature of loans by the Company to all the corporates and firms (including subsidiaries) covered in the register maintained under Section 189 of the Companies Act, 2013, are prejudicial to the companys interest on account of the fact that no interest has not been collected on majority of these loans no interest has been charged on advances in the nature of loans for the FY 22-23 for the entire year. These advances are interest free which is unreasonable against the cost of funds to the Company.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, the terms for repayment of principal is on demand basis without any stipulated repayment schedule. However there have been no instances of payment of interest during the period 01st April 2022 to 31st March 2023. Hence the repayments or receipts have not been regular, where applicable.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the repayment of principal is on demand basis without any stipulated repayment schedule and based on the Management representation they have not raised any demand for repayment of loans thereby there is no overdue amount for more than ninety days in respect of loans given.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan or advance in the nature of loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties

(f) 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 granted 100% of the loans granted and advances in the nature of loans on repayable on demand basis without specifying any terms or period of repayment.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 of the Companies Act, 2013 in respect of loans and advances given, have not been complied with for the advance granted to related parties where the directors/ relatives of directors are interested as the Company has not obtained special resolution in regards to the same to the tune of INR 22.01 crores. In our opinion and according to the information and explanation given to us, provisions of section 186 of the Companies Act 2013 in respect of in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

(v) As per Rule 2(1)(C) of Companies (Acceptance of Deposit Rules), 2014 any amount received in the course of, or for the purposes of, the business of the company,- as an advance for the supply of goods or provision of services accounted for in any manner whatsoever provided that such advance is appropriated against supply of goods or provision of services within a period of three hundred and sixty five days from the date of acceptance of such advance

Hence the Company has accepted deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) based on the above clause however they have not been treated as deposits by the Company. Accordingly, the provisions of clause 3(v) of the Order are not complied with in respect of such deemed deposits and Form DPT-3 has not been filed in regards to the same.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the same is not applicable to the company.

(vii) (a) Undisputed statutory dues including Goods and Services tax, provident fund, employees state insurance, income-tax, TDS, TCS, cess have not been regularly deposited by the company with the appropriate authorities and there have been serious delays in a large number of cases in respect of TCS, TDS and Income Tax.

According to the information and explanations given to us, undisputed amounts payable in respect of employees state insurance, income-tax, and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable as follows

Sr No Name of the Statute	Nature of the Dues	Amount (INR)	Period to which the amount relates	Due Date Date of Payment	Date of Payment	Remarks
1 Employee provident fund act 1952	Provident Fund Payment	0.13 Crores	November 2022 to February 2023	December 2022 to March 2023		Unpaid
2 Income Tax Act, 1961	TDS Payment	8.85 Crores	April 2021 to March 2023	May 2021 to April 2023		Unpaid
3 Income Tax Act, 1961	TCS Payment	5.53 Crores	June 2021 & April 2022 to March 2023	July 2021 & May 2022 to April 2023		Unpaid
4 Employees State Insurance Act, 1948	ESIC Payment	0.003 Crores	January 2023 to March 2023	February 2023 to April 2023		Unpaid
5 Profession Tax Act, 1975	Profession Tax Payment	0.01 Crores	April 2022 to March 2023	June 2023		Unpaid
6 Income Tax Act, 1961	Self Assessment Tax / Income Tax Demand	2.69 Crores	A.Y. 2019- 20	31-03-2023		Unpaid
7 Income Tax Act, 1961	Self Assessment Tax / Income Tax Demand	79.68 Crores	A.Y. 2021- 22	31-03-2023		Unpaid
8 Income Tax Act, 1961	Self Assessment Tax	180.42 Crores	A.Y. 2022- 23	31-03-2023		Unpaid

(b) According to the records of the Company, there are no dues of goods and service tax, duty of customs and cess which have not been deposited on account of any dispute. The particulars of dues of income-tax, sales-tax on account of any dispute, are as follows:

Name of Statute	Nature of dues	Period to which the Amount relates	Amount under dispute (Rs in Crores)	Amount paid under protest (Rs in Crores)
Income Tax Act, 1961	Income Tax Demand	A.Y. 2016-17	44.76 Crores	0%
Income Tax Act, 1961	Income Tax Demand	A.Y. 2017-18	16.42 Crores	0%
Income Tax Act, 1961	Income Tax Demand	A.Y. 2018-19	0.14 Crores	0%
Income Tax Act, 1961	Income Tax Demand	A.Y. 2020-21	1.66 Crores	0%

(viii) ) 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.

(ix) (a) In our opinion and according to the information and explanations given by the management, the Company has defaulted at in repayment of loans or borrowing to a financial institution or bank at a few instances as listed below. The Company does not have any loan from Government. Further, the Company has not issued any debenture :-

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 (Period Pertaining to)
Term Loan- Home Loan	Punjab National Bank	0.07 Crores	Both	110	April 22
		0.07 Crores	Both	118	May 22
		0.07 Crores	Both	121	June 22
		0.07 Crores	Both	121	July 22
		0.07 Crores	Both	120	August 22
		0.07 Crores	Both	122	September 22
		0.07 Crores	Both	101	October 22
		0.07 Crores	Both	78	November 22
		0.07 Crores	Both	52	December 22
		0.07 Crores	Both	21	January 23
		0.07 Crores	Both	31	February 23
		0.07 Crores	Both	0	March 23
Secured Loan- Car Loan	Yes Bank	0.01 Crores	Both	10	April 22
		0.01 Crores	Both	15	May 22
		0.01 Crores	Both	36	June 22
		0.01 Crores	Both	34	July 22
		0.01 Crores	Both	36	August 22
		0.01 Crores	Both	32	September 22
		0.01 Crores	Both	16	October 22
		0.01 Crores	Both	13	November 22
		0.01 Crores	Both	13	December 22
		0.01 Crores	Both	12	January 23
		0.01 Crores	Both	1	February 23
		0.01 Crores	Both	6	March 23
Secured Loan	Hewlett Packard Financial Services India Pvt Ltd	2.59 Crores	Both	230	May 2022 to July 2022
		2.59 Crores	Both	151	August 2022 to October 2022
		2.59 Crores	Both	59	November 2022 to January 2023
Secured Loan	Hewlett Packard Financial Services India Pvt Ltd	1.37 Crores	Both	123	April 2022 to June 2022
		1.37 Crores	Both	182	July 2022 to September 2022
		1.37 Crores	Both	90	October 2022 to December 2022
		1.37 Crores	Both	0	January 2023 to March 2023
Bill Discounting	Equentia Financial Services Private Limited	0 Crores	Both
Bill Discounting	Equentia Financial Services Private Limited	0 Crores	Both
Bill Discounting	Incred Financial Services Limited	3.56 Crores**	Both

** The promoter have pledged his shares to the NBFC and the NBFC have sold the shares pledged, but the charge on the assets is still not released by the NBFC.

(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) In our opinion and according to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(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 raised on short term basis have been used for long-term purposes by the Company

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

(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, joint ventures or associate companies (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) Accordingly, clause 3(x)(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 raised money by issue and allotment of convertible warrants including partial conversion to Promoter and member of Promoter Group on Preferential basis during the year under review.

(xi) (a) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone IND AS financial statements, as required by the applicable accounting standards.

(xiv) (a) In our opinion and based on our examination, though the company is required to have an internal audit system under section 138 of the Act, it does not have the same established for the year. Also refer Annexure 2 to the Independent Auditors Report on the Standalone Financial Statements

(b) The Internal Auditor was appointed on November 14, 2023 by the Board of the Company and the Internal Audit Report for Quarter 1, 2 and 3 was placed before the Audit Committee and Board for their consideration on February 04, 2023. However the auditor has not issued a report for Quarter 4 for FY 22-23 pertaining to the limitation we have not been able to consider the same during the period under audit.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

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

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

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi) (c) of the Order is not applicable.

(d) The Company is not part of any group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016 as amended). Accordingly, the requirements of clause 3(xvi)(d) are not applicable

(xvii) The Company has incurred cash losses in the current year of INR 154.08 crores and in the immediately preceding financial year of INR 296.13 crores on account of Business Transfer Arrangement for sale of undertaking to subsidiary company.

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

(xix) According to the information and explanations given to us and on the basis of the Board Meeting held on February 04, 2023, the Company has proposed an internal restructuring scheme for the revival and growth of current operations and new business segments respectively. Under this Scheme the Company has proposed to increase the authorized share capital from INR 75 crores to INR 125 crores thereby approved by the Shareholders on April 17, 2023 through e- voting by Postal Ballot. Further the Company has received commitments from the Promotor Group to provide Inter Corporate Deposits/ Toans to the tune of INR 200 crores as a personal guarantee for the outstanding statutory dues. 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 standalone 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.

(xx) In respect of ongoing projects, the company has not transferred unspent amount to a special account in compliance with sub-section (6) of section 135 of the said Act the details of which are as follows:

Relevant Financial year	Amount identified for spending on Corporate Social Responsibility activities for "Ongoing Projects"	Unspent amount of (b)	Amount Transferred to Special Account u/s 135(6)	Due date of transfer to the account	Actual date of transfer to the account	Number of days of delay
2021-22	INR 2.73 crores	INR 2.52 crores	Nil	30-04- 2022	Not Applicable	380 days*
2022-23	INR 6.81 crores	INR 2.53 crores	Nil	30-04- 2023	Not Applicable	15 days*

*As on Date of Audit Report - 15th May 2023

Chartered Accountants

FRN:124529W

Sd/-

CA Alpa Mehta

Partner

Membership No. 107896.

Place: Mumbai

Date : May 15, 2023

UDIN: 23107896BGWMQC2843

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF SUUMAYA INDUSTRIES LIMITED

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 Suumaya Industries Limited ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management and Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent 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 with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, 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 internal financial controls over financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements

A Companys internal financial control over financial reporting with reference to these standalone 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 over financial reporting with reference to these standalone financial statements includes those policies and procedures that

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

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone 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 with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Disclaimer of Opinion

According to the information and explanations given to us, the Company has not established its internal financial control over financial reporting on criteria established by the Company considering the essential components of the 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 Disclaimer of Opinion

Due to significance of the matter described in the Basis for Disclaimer of Opinion paragraph above, we are unable to obtain sufficient and appropriate audit evidence to provide a basis for our opinion whether the Company had adequate Internal Financial Controls over Financial Reporting and whether such internal financial controls were operating effectively as at March 31, 2023. Accordingly, we do not express an opinion on the Companys Internal Financial Control over Financial Reporting Explanatory Paragraph

The above stated disclaimer of opinion was considered in determining the nature, timing and extent of audit tests applied in our audit of standalone financial statements of the Company for the year ended March 31, 2023 and this report does not affect our report of even date which expressed an opinion on those standalone financial statements

For Naik Mehta & Co.

Chartered Accountants

FRN:124529W

Sd/-

CA Alpa Mehta

Partner

Membership No. 107896.

Place: Mumbai

Date : May 15, 2023

UDIN: 23107896BGWMQC2843