vinayak polycon international ltd Auditors report

Report on other legal and regulatory requirements13. 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 A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

14. 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 other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(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.

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

(g) 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 29 to the standalone financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

(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 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;

(b) The management has represented that, to the best of its knowledge and belief, 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 (c) Based on such audit procedures that we 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) contain any material misstatement. (v) No dividend is declared / paid during the year by the Company. (vi) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for maintaining books of account in accounting software having a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, is applicable to the Company only with effect from financial year beginning April 1, 2023, the reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.

15. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

Annexure A to Independent Auditors Report

Referred to in paragraph 13 of the Independent Auditors Report of even date to the members of Vinayak Polycon International Limited on the Standalone Financial Statements as of and for the year ended March 31, 2023

i. (a) (i) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of Property, Plant and Equipment. (ii) The Company is not having any Intangible Assets. phased programme designed to cover all the items over a period of three years which, in our opinion,

(b) The Property, Plant and Equipment are physically verified by the Management according to a programme, a portion of the Property, Plant and Equipment has been physically verified by the is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the

(c) The title deeds of all the immovable properties (other than properties where the Company is a Management during the year and no material discrepancies have been noticed on such verification. on Property, Plant and Equipment to the Standalone Financial Statements, are held in the name of lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 2A 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. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including Right of Use assets) or intangible assets does not arise.

(e) Based on the information and explanations furnished to us, no proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its standalone financial statements does not arise.

ii. (a) The physical verification of inventory excluding goods-in-transit and stocks with third parties has been conducted at reasonable intervals by the Management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. In respect of inventory lying with third parties, these have substantially been confirmed by them and for goods-in-transit subsequent evidence of receipts has been linked with inventory records. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory noticed on physical verification of inventory by Management, and have been appropriately dealt with in theDuring the year, the Company has not been sanctioned working capital limits in excess of Rs. 5 books of account. crores, in aggregate, from banks on the basis of security of current assets. However, the Company has (b) unaudited books of account. (Also refer Note 17 to the Standalone Financial Statements) filed quarterly returns or statements with such banks, which are largely in agreement with the

(iii) The Company has not made any investments, granted secured/ unsecured loans/advances in nature of loans, or stood guarantee, or provided security to any parties. Therefore, the reporting Company. under clause 3(iii), (iii)(a), (iv) (iii)(b),(iii)(c), (iii)(d), (iii)(e) and (iii)(f) of the Order are not applicable to the In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of the loans and investments Section 185 and 186 of the Companies Act, 2013 made by it. Further, Company has not provided any guarantee or. security specified under

(v) The 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified Company has accepted any deposits or amounts which are deemed be deposits referred. in Sections

(vi) The Central Government of India has not specified the maintenance of cost records under sub-section (1) of (vii) Section 148 of the Act for any of the products of the Company.

(a) According to the information and explanations given to us and the records of the Company dues in respect of provident fund, employees state insurance and duty of customs, and is regular in examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory material statutory dues, as applicable, with the appropriate authorities. depositing undisputed statutory dues, including income tax, goods and services tax and other examined by us, there are no statutory dues of duty of customs, goods and services tax, provident

(b) According to the information and explanations given to us and the records of the Company account of any dispute. fund, income tax, employees state insurance and professional tax which have not been deposited on (viii) According to the information and explanations given to us and the records of the Company examined income during the year in the tax assessments under the Income Tax Act, 1961, that has not been by us, there are no transactions in the books of account that has been surrendered or disclosed as recorded in the books of account.

(ix) (a) According to the records of the Company examined by us and the information and explanations payment of interest to any lender during the year. given to us, the Company has not defaulted in repayment of loans or other borrowings or in the procedures, we report that the Company has not been declared Wilful Defaulter by any bankor

(b) According to the information and explanations given to us and on the basis of our audit Standalone Financial Statements). financial institution or government or any government authority. (Also refer Note 39(e) to the have been applied for the purposes for which they were obtained. (Also refer Note 39(n) to the

(c) In our opinion, and according to the information and explanations given to us, the term loans Standalone Financial Statements) us, and on an overall examination of the Standalone Financial Statements of the Company, we

(d) According to the information and explanations given to us, and the procedures performed by Company. report that no funds raised on short-term basis have been used for long-term purposes by the

(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under 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. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) During the course of our 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 material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our 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, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

(c) During the course of our 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, the Company has received whistle-blower complaints during the year, which have been considered by us for any bearing on our audit and reporting under this clause.

(xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting ( under clause 3(xii) of the Order is not applicable to the Company.

xiii) The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

(xiv) (a) In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The reports of the Internal Auditor for the period under audit have been considered by us.

(xv) The Company has not entered into any noncash transactions with its directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.

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

(b) The Company has not conducted nonbanking financial / housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

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

(d) Based on the information and explanations provided by the management of the Company, the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CICs, which are part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete. Accordingly, the reporting under clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) The Company has not incurred any cash losses in the financial year or in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause (xviii) is not applicable.

(xix) According to the information and explanations given to us and on the basis of the financial ratios (Also refer Note 38 to the standalone financial statements), 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 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) According to the information and explanations given to us and on the basis of our examination of the records of the company, in our opinion, the company is not required to transfer any amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act; Accordingly, reporting under clause (xx) of the Order is not applicable.

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 To the Members of Vinayak Polycon International Limitedfinancial reporting of Vinayak Polycon International Limited ("the Company") as of 31 financial statements of the Company for the year ended on that date March, 2023 in conjunction with our audit of the .

The Companys management is responsible for establishing and maintaining internal financial Managements Responsibility for Internal Financial Controls

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

Our responsibility is to express an opinion on the Companys internal financial controls over financial Auditors Responsibility Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an Those Standards and the Guidance Note require that we comply with ethical requirements and plan and issued by the Institute of Chartered Accountants of India. financial reporting was established and maintained and if such controls operated effectively in all material perform the audit to obtain reasonable assurance about whether adequate internal financial controls over

Our audit involves performing procedures to obtain audit evidence about the adequacy of the respects. audit of internal financial controls over financial reporting included obtaining an understanding internal financial controls system over financial reporting and their operating effectiveness. Our exists, and testing and evaluating the design and operating effectiveness of internal control based of internal financial controls over financial reporting, assessing the risk that a material weakness assessment of the risks of material misstatement of the financial statements, whether due to fraud on the assessed risk. The procedures selected depend on the auditors judgement, including the or error. basis for our audit opinion on the Companys internal financial controls system over financial We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reporting.

Meaning of Internal Financial Controls over Financial Reporting reasonable assurance regarding the reliability of financial reporting and the preparation of A Companys internal financial control over financial reporting is a process designed to provide principles. financial statements for external purposes in accordance with generally accepted accounting A Companys internal financial control over financial reporting includes those policies and ^{procedures that:} 1) reflect the transactions and dispositions of the assets of the company; pertain to the maintenance of records that, in reasonable detail, accurately and fairly 2) preparation of financial statements in accordance with generally accepted accounting provide reasonable assurance that transactions are recorded as necessary to permit accordance with authorizations of management and directors of the company; and principles, and that receipts and expenditures of the company are being made only in 3) acquisition, use, or disposition of the Companys assets that could have a material effect provide reasonable assurance regarding prevention or timely detection of unauthorized on the financial statements. Because of the inherent limitations of internal financial controls over financial Inherent Limitations of Internal Financial Controls over Financial Reporting reporting, misstatements due to error or fraud may occur and not be detected. Also, projections of any including the possibility of collusion or improper management override of controls, material to the risk that the internal financial control over financial reporting may become inadequate evaluation of the internal financial controls over financial reporting to future periods are subject may deteriorate. because of changes in conditions, or that the degree of compliance with the policies or procedures

In our opinion, the Company has, in all material respects, judging by the nature and quantum of Opinion over financial reporting and such internal financial controls transactions appearing in the financial statements, an adequate internal financial controls system over financial reporting were operating effectively as at 31 criteria established by the Company considering the essential components of internal control st March, 2023, based on the internal control over financial reporting stated in the Guidance Note on issued by the Institute of Chartered Accountants of India. Audit of Internal Financial Controls Over Financial Reporting