Elegant Floriculture & Agrotech (India) Auditors Report


To

The Members,

Elegant Floriculture & Agrotech (I) Ltd.

We have audited the accompanying financial statements of ELEGANT FLORICULTURE & AGROTECH (I) LIMITED, which comprise the Balance Sheet as at 31st March, 2023 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2023;

ii) in the case of the Statement of Profit & Loss account, of the Loss for the year ended on that date.

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditors responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

We believe that the audit evidence, we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

As per SA 701, Key Audit Matters are applicable to the Listed Company in forming of our opinion, however, no Key Audit Matter exists, hence, we do not provide separate opinion on these matters.

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 Boards Report including Annexures to Boards Report, Business Responsibility Report, 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 standalone 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. So, we have nothing to report in this regard.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone 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 Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 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, 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.

The board of directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

i) Identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform the 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.

ii) Obtained 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls

iii) Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

iv) Concluded 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.

v) 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. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditors Report) Order, 2016 ("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 A"; statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) the Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

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

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

(f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

(i) The Company is having the pending litigation with the Income-tax Department against the A. Y. 2017-18 and the demand is raised by the Income-tax Department is Rs. 67.87 lacs, the Company has not made any provision in the financials against this demand. The company has deposited 20% of the demand which is a pre-requisite requirement to file the appeal against the order of the Assessing Officer as per Circular of the Income-tax Department.

(ii) The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

(iii) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

(iv) The Company has not declared any dividend during the year into consideration.

(v) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(vi) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been 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, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(vii) Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (v) and (vi) contain any material mis-statement.

For Shiv Pawan & Company Chartered Accountants

Partner

(CA Shivhari B. Garg)

Firm Regn. No. : 120121W Membership No. : 085517

Place : Mumbai Date : 30th May, 2023

UDIN : 23085517BGXVEI2466

ANNEXURE A TO THE AUDITORS REPORT OF EVEN DATE

(Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirement of Report)

i) Property, Plant and Equipments :

a) A) The company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipments;

B) The company does not have any intangible assets;

b) The Property, Plant and Equipments have been physically verified by the management at reasonable intervals during the year, having regard to the size of the company and the nature of its assets. We are informed that no material discrepancies were noticed by the management on such verification;

c) The title deeds of all immovable properties 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 or both during the year;

e) There are no proceedings that have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder;

ii) Inventories and Working Capital:

a) The physical verification of inventory has been conducted at regular intervals by the management. The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There are no material discrepancies noticed on physical verification as compared with the book records;

b) The company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets, at any point of time of the year;

iii) Loans, secured or unsecured granted by the Company to other companies, firms, Limited Liability Partnership or other parties :

a) No loans or advances and guarantees or security are granted to subsidiaries or joint ventures.

b) 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 and guarantees provided are not prejudicial to the companys interest except for those mentioned in Point Number 4 of Annexure B, which is attached herewith.

c) In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest have not been stipulated.

d) As mentioned above in clause (c) the loans are repaid on demand basis hence, there is no overdue amount for more than ninety days.

e) Loan or advance in the nature of loan granted which has fallen due during the year, has not been renewed or extended or no fresh loans granted to settle the overdue of existing loans given to the same parties.

f) The company has granted the loans or advances in the nature of loans repayable on demand and without specifying any terms or period of repayment. The aggregate amount of such loans, percentage thereof to the total loans granted and aggregate amount of loans granted to persons other than specified under section 2(76) of the Companies Act, 2013 has been mentioned at Point No. 4 and 5 of Annexure B, which is attached herewith.

iv) Loans, investments, guarantees, and security under section 185 and 186 of the Companies Act, 2013 :

a) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 185(1)(b) of the Companies Act, 2013.

b) In our opinion and according to the information and explanations given to us, the company has not complied with the provisions of Section 186(7) of the Companies Act, 2013 as described in Annexure B to audit report at Point No. 4.

v) Acceptance of Public Deposits:

a) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

vi) In respect of cost records:

a) The maintenance of cost records u/s 148(1) of the Companies Act, 2013, is not applicable to the company.

vii) Statutory Dues:

a) The Company is regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other Statutory Dues with the Appropriate Authorities.

b) The Company is having disputed statutory dues with the Income-tax Department against the A. Y. 2017-18 and the demand is raised by the Income-tax Department is Rs. 67.87 lacs, the Company has not made any provision in the financials against this demand. The company has deposited 20% of the demand which is a pre-requisite requirement to file the appeal against the order of the Assessing Officer as per Circular of the Income-tax Department.

viii) Unrecorded income:

a) There are no transactions which are not recorded in the accounts and have been disclosed or surrendered before the tax authorities as income during the year.

ix) Loan or other borrowings:

a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to its lenders and interest thereof.

b) The company is not declared as wilful defaulter by any bank or financial institution or other lender;

c) The term loans were applied for the purpose for which the loans were obtained;

d) The funds raised on short term basis have not been utilised for long term purposes;

e) 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;

f) The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies;

x) Money raised by Initial Public Offer, further Public Offer, Preferential Allotment or Private Placement:

a) According to the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments;

b) According to the information and explanations given by the management, the company has not made preferential allotment or Private Placement of Shares or Debentures during the year under review;

xi) Frauds noticed / reported and Whistle-Blower Complaint:

a) To the best of our knowledge and belief, and according to the information and explanation given to us, and the records examined by us, no frauds on or by the Company have been noticed or reported during the year;

b) No Form ADT-4 has been filed;

c) The company has not received any whistle-blower complaint during the year;

xii) Maintenance of Net Owned Fund and Deposits by Nidhi Company:

a) Since, the Company is not a Nidhi Company the provisions of clause 3(xii) of the Order are not applicable to the

xiii) Transactions with the related parties:

a) In our opinion and according to the information and explanations given to us, section 177 of Companies Act, 2013 has been complied with.

b) In our opinion and according to the information and explanations given to us, the Company has not entered into related parties transactions as per the provisions of Section 188 of Companies Act, 2013.

xiv) Internal audit system :

a) The company has an internal audit system in accordance with its size and business activities.

b) The report of the internal auditors has been provided to the statutory auditors.

xv) Non-cash transactions with directors or persons connected with him:

a) Based upon the audit procedures performed and 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. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company and hence not commented upon.

xvi) Registration u/s 45-IA of Reserve Bank of India Act, 1934:

a) The Company is not required to be registered u/s. 45-IA of Reserve Bank of India Act, 1934.

b) The company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934;

c) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India;

d) The Group does not any CIC as part of the Group;

xvii) Cash losses:

a) The company has not incurred any cash losses in the financial year and the immediately preceding financial year;

xviii) Resignation of statutory auditors:

a) During the year, there has been no resignation of statutory auditors;

xix) Material uncertainty to meet Liabilities:

a) On the Basis of ageing report, financial ratios and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, we are of the Opinion that the company can meet its the liabilities which exist as at the balance sheet date when such liabilities are due in the future.

xx) Transfer of unspent amount to fund specified under Schedule VII of Companies Act, 2013:

a) The Provisions of section 135 of the Companies Act, 2013 are not applicable.

b) There is no amount remaining unspent under sub-section (5) of section 135 of the companies Act, pursuant to any ongoing project.

xxi) Qualifications or adverse auditor remarks in other group companies:

a) There are no qualifications or adverse remarks in the audit reports.

ANNEXURE B TO THE AUDITORS REPORT OF EVEN DATE

1) The Company had given Rs. 102.21 Lacs long back to Milestone Estate for purchase of Land, but the agreement against above has not been yet materialised. However, the same amount has been received back by the Company during the Year into consideration.

2) The Company had given the advance of Rs. 20.00 Lacs long back to Omkar Constructions against construction of PolyHouse etc., and also the Party not supplied any materials to the Company till date. However, the same amount has been received back by the Company during the Year into consideration.

3) The Company has given the advance of Rs. 838.00 Lacs as on 31st March, 2023 (Rs. 513 Lacs as on 31st March, 2022) to Bhaktiaashta Infracom Private Limited for purchase of Land, but the agreement against above has not been yet materialised.

4) The Companys records states that the loan granted of Rs. 246.19 Lacs was in contravention to section 186(7) of the Companies Act, 2013 to M/s. Gorkap Properties and Investment Private Limited. Such contravention might result in attraction of penalties mentioned under that said section. The effects on Financial Statement of failure to comply the said section has not been determined. However, the Company has received the loan back without interest during the year into consideration.

5) (i) The Company has given the following loans which are repayable on demand and its balances as on 31st March,

2023 and as on 31st March, 2022 are as under.

Sr.

No.

Name of Party

Current Year 31st March, 2023 Amount in 00 Preceeding Year 31st March, 2022 Amount in 00

a)

Sandesh Projects Private Limited

5,45,303.09 0.00

b)

Khalatkar Construction Infra Private Limited

91,947.66 85,075.46

c)

SP and Nisha Private Limited

1,24,107.78 9,08,368.20

(ii) Since, all loans given by Company are repayable on demand, the percentage of total loans repayable on demand to the total loans granted is 100%.

Signature to Annexure A and B

For Shiv Pawan & Company Chartered Accountants

Partner

(CA Shivhari B. Garg)

Firm Regn. No. : 120121W Membership No. : 085517

Place : Mumbai Date : 30th May, 2023

UDIN : 23085517BGXVEI2466