tarini international ltd share price Auditors report

To the Members of TARINI INTERNATIONAL LIMITED

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of TARINI INTERNATIONAL LIMITED (“the Company”), which comprise the Balance sheet as at March 31, 2023, the Statement of profit and loss, cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements ).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of matter described in basis for qualified opinion paragraph, the standalone 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 the Profit / Loss, and its cash flow for the year ended on that date.

Basis for qualified opinion

We draw attention to note 28 to Standalone Financial Statement regarding the investment amounting Rs.121.59 Lakhs in the subsidiaries, which has suffered recurring losses and has a net capital deficiency. The financial statements of that subsidiary have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about its ability to continue as a going concern. The standalone financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts that might result that the subsidiary be unable to continue as a going concern. Had the provision been made in the books of account, the profit before tax for the year would have been converted into loss amounting to Rs. 107.82 Lakhs.

We conducted our audit of the financial statements 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 made 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 propriate to provide a basis for our opinion on the financial statements. oS $ Asson )

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Emphasis of Matters

1. We draw attention to the note 32 of the standalone financial statements, in respect of trade receivables and trade payables external confirmations of the balances were not obtained by the Company. Due to non-availability of confirmation of balances, we are unable to quantify the impact upon the profit for the year, if any, arising from the confirmation of balances.

2. We draw attention to the note 26 of the standalone financial statements regarding the provisional attachment of the farm house of the company by The Enforcement Directorate under The Prevention of Money Laundering Act, 2002 against which the company has obtained the stay from the High Court of Delhi.

3. We draw attention to the note 27 of the standalone financial statements regarding the advance made of Rs. 59.16 Lakhs (equivalent Euro 80,000/-) as share application money during the year 2015-16, towards acquisition of 51% shares of HPWE GmbH. Against such payment, share has not been allotted as the company could not make full payment.

4. We draw attention to note 29 of the standalone financial statements wherein The Securities Appellate Tribunal (SAT) has dismissed the appeal of the Company against the order date March 29, 2019 passed under section 11 and 11B of the Securities and Exchange Board of India Act, 1992 by the Whole Time Member (WTM) of the SEBI and the order dated February 10, 2020 passed under section 15-1 of the Securities and Exchange Board of India Act, 1992 by the Adjudicating Officer imposing penalty of Rs. 505 Lakhs. However, the Company has filed, a statutory appeal against such order before the Honble Supreme Court of India. The outcome of such appeal is pending.

Our Opinion is not qualified in respect of these matters.

Key Audit Matters

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. We have determined that there are no significant matters except for the matters described in the basis for qualified opinion section and the Emphasis of matter section, that are required to be disclosed here.

Information Other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Directors Report including its Annexures, but does not include the financial statements and our auditors report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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 Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance 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, read with relevant Rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of ‘the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Qur 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, 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 wnderstanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. 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.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 17, a statement on the matters specified in the paragraph 3 and 4 of the Order.

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

a) We have sought and except for the matters described in the basis for qualified opinion paragraph obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit,

b) Except for the possible effects of the matters described in the basis for qualified opinion paragraph, 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.

The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flow dealt with by this Report are in.agreement with the books of account.

d) Except for the possible effects of the matters described in the basis for qualified opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2021, as amended.

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

With respect to the adequacy of intemal financial control over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure 2” to this report.

2) In our opinion and to the best of our information and according to the explanations provided to us, the remuneration paid by the company to its directors is in accordance with the provisions of section 197 of the Act read with Schedule V of 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 has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer note 20 to the standalone financial statements;

^{i .the Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses;

it. 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. (a) The Management has represented that, to the best of its knowledge and belief,
as disclosed in the notes to the accounts, no funds (which are material either
individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other person(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 by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as
disclosed in the notes to accounts, no funds (which are material either individually or in
the aggregate) 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 indircetly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that has been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) of Rule 11{e) of the Companies (Audit
and Auditors) Rules, 2014 (as amended), as provided under (a) and (b) above, contain any
material misstatement.

v. The Company has not declared or paid any dividend during the period and has not
proposed final dividend.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which
provides for books of account to have the feature of audit trail, edit log and related
matters in the accounting software used by the Company, is applicable to the Company only
with effect from the financial year beginning April 01, 2023, the reporting under clause
(g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is
currently not applicable.

ANNEXURE 1 REFERRED TO IN PARAGRAPH UNDER THE HEADING “REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE

Re: Tarini International Limited (“The Company”)

In terms of the information and explanations sought by us and given by the company and
the books of account and records examined by us in the normal course of audit and to the
best of our knowledge and belief, we state that:

(i)@) (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 intangibles assets.

(R) All Property, Plant and Equipment were physically verified by the management in the
previous year in accordance with a planned programme of verifying them once in three years
which 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 properties where the company is the lessee and the lease agreements are duly executed
in favour of the lessee) as disclosed in the financial statements are held in the name of
the Company.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of
use assets) or intangible assets during the year ended March 31, 2023.

(c) There are no proceedings initiated or are pending against the Company for holding
any benami property under the Prohibition of Benami Property Transactions Act, 1988 and
rules made thereunder,

(ii)(a) The Companys business does not require maintenance of inventories and,
accordingly, the requirement to report on clause 3(ii)(a) of the Order is not applicable
to the Company.

(i1)(b) The Company has not been sanctioned working capital limits in excess of Rs.
five crores in aggregate from banks or financial institutions during any point of time of
the year on the basis of security of current assets. Accordingly, the requirement to
report on clause 3(ii)(b) of the Order is not applicable to the Company.

(iii)(a) During the year the Company has provided loans, advances in the nature of
loans, stood guarantee and provided security to companies or any other parties as follows:

Investment
Guarantees :
Loans/ advances

(Rs in lakhs) :
(Rs in lakhs)
(Rs in lakhs)

Aggregate amount granted/ provided during the year

- Subsidiaries
Nil
Nil
8.60

- Associates
Nil
Nil
Nil

- Others
Nil
Nil
39.90

Balance outstanding as at March 31, 2023 in respect of above cases

- Subsidiaries
121.59
Nil
742.32

- Associates
1,050.66
Nil
Nil

- Others
99.50
Nil
435.80

(b) During the year the investments made, guarantees provided, security given and the
terms and conditions of the grant of all loans and advances in the nature of loans,
investments and guarantees to companies or any other parties are not prejudicial to the
Companys interest.

c In respect of a loan or advance in the nature of loan granted to companies or any
other parties, the schedule of repayment of principal and payment of interest has not been
stipulated. Hence, we are unable to make a specific comment on the regularity of repayment
of principal and payment of interest in respect of such loan.

(d) In respect of a loan or advance in the nature of loan granted to companies or any
other parties, the schedule of repayment of principal and payment of interest has not been
stipulated. Hence, we are unable to make a specific comment on the amounts overdue for
more than ninety days in respect of the loan granted.

(e) In respect of a loan or advance in the nature of loan granted to companies or any
other parties, there is no specific terms or period of repayment. Hence, we are unable to
make a specific comment on clause 3(iii)(e) of the Order.

R As disclosed in note 10 to the standalone financial statements and based on the
information explanation provided to us, the Company has granted loans or advances in the
nature of loans, either repayable on demand or without specifying any terms or period of
repayment to companies, or any other parties. The details of the same are as follows:

All Parties :
Promoters :
Related Parties

Aggregate amount of loans/ advances in nature of loans

- Repayable on demand (A)

- Agreement does not specify

any terms or period of

i
1178.12

repayment (B)
)

:

Total (A+B)
-
-
1178.12

Percentage of loans/ advances in nature of loans to the total loans
-
-
0, 100%

(iv) In our opinion and according to the information and explanations given to us,
loans, investments, guarantees and security in respect of which provisions of sections 185
and 186 of the Companies Act, 2013 are applicable have been complied with by the Company.

According to the information and explanations provided to us, the Company has not
accepted any deposit as per the directives issued by the Reserve Bank of India and the
provisions of sections 73 to 76 or any other relevant provisions of the Companies Act,
2013 and the rules framed there under. No order against the Company has been passed by the
Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court
or any other Tribunal. Therefore, the clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us, the Company does not
covered under specified category for the maintenance of cost records under Sub Section (1)
of Section 148 of the Companies Act, 2013 as prescribed by the Central Government,
therefore, clause 3(vi) of the Order is not applicable to the company.

(vii)(a) According to the records of the company and Information & explanation
provided to us, the Company, during the year, is generally regular in depositing
undisputed statutory dues including provident fund, income tax, service tax and other
statutory dues, as applicable with the appropriate authorities except Rs. 0.18 Lakhs
towards Goods & Service tax and which was outstanding as on March 31, 2023 for more
than six months.

(b) According to the information and explanation given to us, there were no disputed
amounts payable in respect of income tax, sales tax, service tax, duty of customs, value
added tax or cess as at March 31, 2023 except for the following:

S. No
Name of the : Statute
Nature of Dues
Amount Rs.)
Period to which amount relates
Forum where dispute is pending

1
Income tax Act
: Income tax
16,80,080
: A.Y.2013-14
: CIT - Appeals*

2
Income tax Act
: Income tax
12,26,350
: AY. 2012-13
{: CIT ~ Appeals*

3
Income tax Act
: Income tax
34,89,680
: AY. 2011-12
CIT Appeals*

*Pursuant to the Honble Supreme Court Order dated 05.12.2017, the CIT- Appeal has
termed the entire proceeding/assessment as infructuous and disposed off.

(viii) The Company has not surrendered or disclosed any transaction, previously
unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961
as income during the year. Accordingly, the requirement to report on clause 3(viii) of the
Order is not applicable to the Company.

(ix)(a) In our opinion and according to the information and explanations provided to
us, the Company has not defaulted in repayment of dues to any financial institution or
bank or Government. The Company has not issued any debentures. (b) In our opinion and
according to the information and explanations provided to us, the Company has not been
declared wilful defaulter by any bank or financial institution or government or any
government authority.

(c) In our opinion and according to the information explanation provided to us, money
raised by way of term loans have been applied for the purpose for which they were raised.

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

(e) On an overall examination of the financial statements of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its subsidiaries or associates.

R The Company has not raised loans during the year on the pledge of securities held in
its subsidiaries, joint ventures or associate companies. Hence, the requirement to report
on clause 3(ix)(f) of the Order is not applicable to the Company.

(x)a) According to the information and explanations provided to us, the company has not
raised any money during the year by way of initial public offer or further public offer
(including debt instruments). Hence, the requirement to report on clause 3(x)(a) of the
Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares
or fully or partially or optionally convertible debentures during the year under audit and
hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the
Company. (xi)(a) During the course of our audit, examination of the books and records of
the Company, carried out in accordance with the generally accepted auditing practices in
India, and according to the information and explanations given to us, we have neither come
across any instance of fraud by the Company nor on the Company.

(R) We have not come across of any instance of fraud by the Company or on the Company
during the course of audit of the standalone financial statement for the year ended March
31, 2023, accordingly the provisions stated in clause 3(xi)(b) of the Order is not
applicable to the Company.

(c As represented to us by the management, there are no whistle-blower complaints
received by the Company during the year. Accordingly, the provisions stated in clause
3(xi)(c) of the Order is not applicable to company.

(xii)(a) In our opinion and according to the information and explanations provided to
us, the Company is not a Nidhi Company, therefore, clause 3(xii) of the Order is not
applicable to the Company.

R) The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013.
Therefore, the requirement to report on clause 3(xii}(b) of the Order is not applicable to
the Company.

(c The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013.
Therefore, the requirement to report on clause 3(xii)(c) of the Order is not applicable to
the Company. (xiii) In our opinion and according to the information and explanations
provided to us, all 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 Financial Statements as required by the applicable accounting standards.

(xiv)(a) The Management of the Company contends that it have the internal audit system
commensurate with the size and nature of the business of the Company. Since, the

infernal audit report has not been furnished before us, we are unable to comment
whether the internal audit system commensurate with the size and nature of the business of
the Company.

(b) The reports of the internal auditors for the period under audit has not been
furnished before us; hence, we have not considered the internal audit reports.

(xv) According to the information and explanations provided to us, the company has not
entered into any non-cash transactions with directors or persons connected with them,
therefore, clause 3(xv) of the Order is not applicable to the company.

(xvi)(a) In our opinion and according to the information and explanations provided to
us, the Company is not required to be registered under section 45 IA of the Reserve Bank
of India Act, 1934.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance
activities. Accordingly, the requirement to report on clause 3(xvi)}(b) of the Order is
not applicable to the Company.

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

@ There is no Core Investment Company as a part of the Group, hence, the requirement to
report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) Based on the overall review of standalone financial statements, the Company has
not incurred cash losses in the current financial year and in the immediately preceding
financial year. Hence, the provisions stated in clause 3(xvii) of the Order are not
applicable to the Company.

(xviii) There has been no resignation of the statutory auditors during the year and
accordingly requirement to report on clause 3(xviii) of the Order is not applicable to the
Company.

(xix) According to the information and explanations given to us and on the basis of the
financial ratios disclosed in note 37 (xi) to the standalone financial statements, ageing
and expected dates of realization 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, except the material uncertainty related to going
concern given in basis for qualified opinion paragraph in our main audit report to the
standalone financial statement and contingent liability as disclosed in note 20 to the
standalone financial statement, 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
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)(a) The provisions of Section 135 to the Companies Act, 2013 in relation to
Corporate Social Responsibility is not applicable to the Company. Accordingly, the
requirement to report on clause 3(xx)(a) of the Order is not applicable to the Company.

b) The provisions of Section 135 to the Companies Act, 2013 in relation to Corporate
Social Responsibility is not applicable to the Company. Accordingly, the requirement to
report on clause 3(xx)(b) of the Order is not applicable to the Company.

(xxi) The requirement to report on clause 3(xxi) of the Order is not applicable to the
standalone financial statements of the Company.

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS
OF TARINI INTERNATIONAL LIMITED

Report on the Internal Financial Controls over Financial Reporting 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 Tarini
International 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 Centrols

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

Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting 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, to the extent applicable to an audit of internal financial
controls, 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 system 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 judgment,
including the assessment of the risks of material misstatement of the standalone 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 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
Standalone 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
authorizations of management and directors of the company; and (3) 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.

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 Qualified Opinion

In our opinion and according to the information and explanations given to us and based
on our audit, the following material weaknesses have been identified as at March 31, 2023:

The Company did not have appropriate internal financial controls over (a) Assessment of
impairment in value of long term equity investment and assessment of impairment in value
of loans and advances to various parties, (b) Control over reconciliation of Creditors
balances or other advances, (c) Control over the statutory compliances, (d)} Assessment of
expected cash requirement for the timely payment of statutory dues such as Income tax,
Service tax, GST, and PF etc.

The inadequate supervisory and review control over Companys process in respect of
aforesaid assessment in accordance with the accounting principles generally accepted in
India could

TR Aa potentially result in a material misstatement in preparation and presentation of
standalone financial statement including the profit/loss after tax.

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

Qualified opinion

In our opinion, except for the possible effects of material weaknesses described in
“basis of qualified opinion” paragraph above, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting with
reference to these standalone financial statements and such internal financial controls
over financial reporting with reference to these standalone financial statements were
operating effectively as at 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 Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weaknesses identified and reported above in determining
the nature, timing, and extent of audit tests applied in our audit of the standalone
financial statements of the Company for the year ended on March 31, 2023, and these
material weaknesses have affected our opinion on the standalone financial statements of
the Company and we have issued a qualified opinion on the standalone financial statements

For M. MODI & ASSOCAITES Chartered Accountants Firm Registration No. 319141E

UDIN : 23546137BGYSSC4352

Place: New Delhi Date: May 30, 2023}

tarini international ltd share price Auditors report

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Risk Disclosure on Derivatives

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	Investment	Guarantees :	Loans/ advances
	(Rs in lakhs) :	(Rs in lakhs)	(Rs in lakhs)
Aggregate amount granted/ provided during the year
- Subsidiaries	Nil	Nil	8.60
- Associates	Nil	Nil	Nil
- Others	Nil	Nil	39.90
Balance outstanding as at March 31, 2023 in respect of above cases
- Subsidiaries	121.59	Nil	742.32
- Associates	1,050.66	Nil	Nil
- Others	99.50	Nil	435.80

	All Parties :	Promoters :	Related Parties
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand (A)
- Agreement does not specify
any terms or period of		i	1178.12
repayment (B)	)		:
Total (A+B)	-	-	1178.12
Percentage of loans/ advances in nature of loans to the total loans	-	-	0, 100%

S. No	Name of the : Statute	Nature of Dues	Amount Rs.)	Period to which amount relates	Forum where dispute is pending
1	Income tax Act	: Income tax	16,80,080	: A.Y.2013-14	: CIT - Appeals*
2	Income tax Act	: Income tax	12,26,350	: AY. 2012-13	{: CIT ~ Appeals*
3	Income tax Act	: Income tax	34,89,680	: AY. 2011-12	CIT Appeals*