yuvraaj hygiene products ltd share price Auditors report

TO THE MEMBERS OF YUVRAAJ HYGIENE PRODUCTS LIMITED REPORT ON THE AUDIT OF THE IND AS FINANCIAL STATEMENTS OPINION

We have audited the accompanying Ind AS Financial Statements of Yuvraaj Hygiene Products Limited ("the Company"), which comprise the Balance Sheet as at March 31st, 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 Ind AS Financial Statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 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 31st, 2023 and its loss, total 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 Ind AS Financial Statements in accordance with the Standards on Auditing (Sas), as 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 Ind AS 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 Ind AS Financial Statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS Financial Statements.

EMPHASIS OF MATTERS

We draw attention to following Notes to the Ind AS Financial Statements being matters pertaining to Yuvraaj Hygiene Products Limited requiring emphasis by us. Our opinion is not qualified in respect of these matters:

1. Note no. 2.3 (f) which describes the impacts of COVID-19 Pandemic on the Ind AS Financial Statements as also on business operations of the Company, assessment thereof by the management of the Company based on its internal, external and macro factors, involving certain estimation uncertainties.

2. Note no. 35 regarding Contingent Liabilities.

3. Note no. 42 in respect of Disclosure under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

We draw attention to Note no. 2.1 of the Ind AS Financial Statements, which indicates that the Company has accumulated losses and its net worth has been fully eroded, the Company has incurred cash loss during the current year and also in the previous financial year. However, we were informed by the Management that the Company is in the process of identifying alternative business plans which in the opinion of the management will enable the Company to have profitability and to have a turnaround. The Company is also in the process of identifying strategic business partners and alternative business plans to improve the performance of the Company. The Companys ability to generate positive cash flows depends on the successful implementation of such alternative business plans. Further, the Company has obtained a letter from its promoter Mr. Vishal Kampani and Mrs. Benu Kampani indicating that the promoters will take necessary actions to organize for any shortfall in liquidity during the period of 12 months from the balance sheet datei.e. 31st March 2023. Based on the above and instances of financial support earlier provided by the promoters, the Company is confident of its ability to meet the funds requirement and to continue its business as a going concern and accordingly, the Company has prepared the aforesaid Ind AS Financial Statements on a going concern basis.

The above factors indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern and in our opinion, it may have an adverse effect on the functioning of the Company.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS Financial Statements for the year ended March 31,2023. These matters were addressed in the context of our audit of the 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 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 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 Ind AS Financial Statements.

Key Audit Matter	How the matter was addressed in our audit
Material Uncertainty relating to Going Concern:
There is use of Going Concern Assumption basis of accounting in Ind AS Financial Statement but a material uncertainty exists.	We have analysed the management assumption of Going Concern basis of accounting and checked whether the fact has been appropriately disclosed in the Ind AS Financial Statement. Further, we have verified the letter obtained by the Company from its promoter Mr. Vishal Kampani and Mrs. Benu Kampani indicating that the promoters will take necessary actions to organize for any shortfall in liquidity in Company that may arise to meet its financial obligations during the period of 12 months from the balance sheet date. Also, we have commented on the same in our report under material uncertainty related to going concern paragraph above.
(Refer to Note no. 2.1 of Ind AS Financial Statements).
Revenue Recognition:
Revenue is recognized when the significant risks and rewards of ownership of the goods have been passed to the buyer.	Our audit procedures in respect of recognition of revenue included the following:
Revenue is a key performance indicator for the Company. There is risk of revenue being fraudulently recognized before control has passed to the customer resulting from pressure to meet external investor/stake-holder expectations or to meet revenue targets set through performance incentive schemes.	? Assessed the Companys accounting policies relating to revenue recognition and accrual for rebates and discounts by comparing them with the applicable accounting standards;
	? Tested design and operating effectiveness of the Companys internal controls over recognition of revenue and estimating accrual for rebates and discounts;
Determining the accrual for rebates and discounts (variable consideration) involves estimation based on applicable promotional schemes and the potential claims expected to be raised by the customers.
	? Examined sales invoices and dispatch/shipping documents for selected samples of revenue to verify that revenue has been recognised only once control has passed to the customer;
Accordingly, recognition of revenue based on the transfer of control to customers and estimation of accrual for variable consideration including rebates and discounts have been considered to be key audit matters.	Performed retrospective review to identify any management bias with respect to accrual for rebates and discounts;
(Refer to Note no. 2.2 (l) of Ind AS Financial Statements).

 

Provisions and Contingent Liabilities:
There are a number of Indirect tax cases against the Company.	We analyzed the current status of the Indirect tax cases.
High level of judgement is required in estimating the level of provisioning required.	Our procedures in respect of tax matters included the following:
	• Testing key controls over litigation, regulatory and tax procedures;
(Refer to Note no. 35 of Ind AS Financial Statements).
	• Performing substantive procedures on the underlying calculations supporting the provisions (if any) recorded;
	• Where relevant, reading external legal opinions obtained by management;
	• Meeting and discussing with the management and reading relevant Company correspondence.
	• Assessing managements conclusions through understanding precedents set in similar cases; and
	Based on the evidence obtained, and the related disclosures in Note no. 35 of the Ind AS Financial Statements, conclude that the disclosure was sufficient.

OTHER MATTER:

Balances in respect of trade receivables, trade payables, deposits and loans and advances (debit or credit balances on whatever account) are subject to confirmation from respective parties. However, in the opinion of the Management all the Current Assets and Non-current Financial Assets are approximately of the value stated in books, if realized in the ordinary course of business. Our opinion is not qualified in respect of above matter.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors Report including annexures to Directors Report Business Responsibility Report and Report on Corporate Governance, but does not include the Ind AS Financial Statements and our auditors report thereon (Other Information). The Other Information is expected to be made available to us after the date of this Auditors Report. Our opinion on the 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 Ind AS Financial Statements, our responsibility is to read the Other Information when it becomes available and, in doing so, consider whether the Other Information is materially inconsistent with the Ind AS Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. When we read the Other Information and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 The Auditors responsibilities Relating to Other Information.

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 of these Ind AS Financial Statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 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 these 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 in tends 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 IND AS FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the 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 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 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 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.

• 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 Ind AS 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 Ind AS Financial Statements, including the disclosures, and whether the Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatement in the Ind AS Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonable knowledgeable user of the Ind AS Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in:

(i) Planning the scope of our audit work and in evaluating the results of our work: and

(ii) To evaluate the effect of any identified misstatements in the Ind AS Financial Statements.

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 Ind AS 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 Section 143(3) of the Act, based on our audit, we report that:

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

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

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Cash Flow Statement, dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid 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 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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 Ind AS Financial Statements - Refer Note No. 35 to the Ind AS 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.

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 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, 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

(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), as provided under (a) and (b) above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For N. S. Gokhale & Co. Chartered Accountants (Firm Registration No. 103270W)

Place: Mumbai	CA Abhay Sidhaye
Date: 30th May 2023	(Partner)
UDIN: 23033522BGQJFS5303	Membership No.: 033522

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT ON THE IND AS FINANCIAL STATEMENTS:

(Referred to in paragraph 1(f) under Report on Other Legal & Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls with reference to Ind AS Financial Statements under Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Yuvraaj Hygiene Products Limited ("the Company") as of 31st March 2023 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). 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 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting 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 and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 Ind AS Financial Statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles.

A companys internal financial control over financial reporting 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 Ind AS 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 Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting 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.

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT ON THE IND AS FINANCIAL STATEMENTS:

(Referred to in paragraph 2 under the heading Report on Other Legal & Regulatory Requirements section of our report of even date)

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. A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property,

Plant and Equipment.

B. The Company has no intangible assets; hence the clause 3 (i) (a) (B) of the order is not applicable to the company.

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 program of verification of property, plant and equipment periodically, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, property, plant and equipment were physically verified by the Management. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification necessitating any adjustment.

c. According to information and explanations given to us by the management and on the basis of our examination of the records, the company does not have any immovable property. Accordingly, clause 3 (i) (c) of the order is not applicable to the company.

d. According to information and explanations given to us by the management and on the basis of our examination of the records, the Company has not revalued any of its property, plant and equipment 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 does not arise.

e. Based on the information and explanations furnished to us, no proceedings have been initiated during the year or are pending against the Company as at March 31,2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its financial statements does not arise.

ii. a. The inventories were physically verified during the year by the Management at reasonable intervals. In our opinion and according to

the information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with the books of account.

b. According to information and explanations given to us by the management and on the basis of our examination of the record, the Company has not been sanctioned working capital limits in excess of ? 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

iii. Based on the audit procedures carried on by us and as per the information and explanations given to us, 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 under clause 3(iii), (iii)(a), (iii)(b),(iii)(c), (iii)(d), (iii)(e) and (iii)(f ) of the Order are not applicable to the Company.

iv. According to the information and explanations given to us and on the basis of our examination of the records, the Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 185 and 186. Therefore, the reporting under clause 3 (iv) of the Order is not applicable to the Company.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified. Hence, reporting under clause 3 (v) of the Order is not applicable.

vi. According to the information and explanations given to us, the maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause 3 (vi) of the Order is not applicable to the Company.

vii. a. According to information and explanations given to us and on the basis of our examination of the books of account and records, in

our opinion, the Company is not regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax (TDS), Goods & Service Tax and other material statutory dues as applicable to it. Details of undisputed dues payable as at 31st March 2023 for a period of more than six months from the date on when they become payable, are as follows:

Particulars	Amount (Rs in Lacs)
Goods and Service Tax#	7.79
Profession Tax#	0.86
Total	8.65

#Dues amount does not include interest and penalty, if any.

Note:

ESIC of contracted factory labour is neither provided nor paid for the financial year 2022-23 (Details, in order to ascertain the liability was not made available to us).

b. According to the records of the company and on the basis of information and explanation given to us the dues outstanding to any statutory authority on account dispute as on 31st March 2023 are as follows:

(Rs in Lacs)

Name of the Statute	Nature of the dues	Amount	Period to which the amounts relates	Forum Where dispute is pending
CST Act, 1956 and MVAT Act, 2002	VAT, Interest & Penalty	16.53	2013-14	Deputy Commissioner Appeals
The Bombay Provincial Municipal Corporations Act, 1949	Interest and Penalty on Cess	3.15	2007-08	Navi Mumbai Municipal Corporation, LBT Department
Income Tax Act, 1961	Income Tax, Interest & Penalty	50.42 87.75	2019- 20 2020- 21	Commissioner of Income Tax (Appeals)/NFAC Commissioner of Income Tax (Appeals)/NFAC
Total		157.85	-	-

viii. According to the information and explanations given to us and the records of the Company examined by us, there are no transactions in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

ix. a. Based on our examination and on the basis of information and explanations given by the management, we are of the opinion that

the company has not defaulted in repayment of dues to a financial institutions or banks during the year. Accordingly, clause 3(ix)(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 record, the Company has not been declared a willful defaulter by any bank or financial institution or government or any government authority.

c. According to the information and explanations given to us by the management, the Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence, reporting under clause 3(ix) (c) of the Order is not applicable.

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

e. According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that, the Company does not hold any investment in any subsidiary, associates or joint venture as defined under the Act during the year ended 31st March 2023. Accordingly, clause 3(ix)(e) of the Order is not applicable.

f. According to the information and explanations given to us and procedures performed by us, we report that, the Company does not hold any investment in any subsidiary, associates or joint venture as defined under the Act during the year ended 31st March 2023. Accordingly, clause 3(ix)(f) of the Order is not applicable.

x. a. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the

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

b. During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

xi. a. Based on examination of the books and records of the Company and according to the information and explanations given to us,

considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the year, nor have we been informed of any such case by the Management.

b. To the best of our knowledge, no report under section 143(12) of the Act has been filed by the secretarial auditor or by us in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

c. As represented to us by the Management, there were no whistle blower complaints received by the Company during the year (and upto the date of this report).

xii. According to the information and explanations given to us, as the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, clause 3(xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the Ind AS Financial Statements as required by the applicable Accounting Standards. (Refer Note No. 28 of Ind AS Financial Statements).

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

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

d. As represented to us by the Management, there is no group company, Accordingly, the requirements to report on clause 3(xvi)(d) are not applicable to the company.

xvii. The Company has incurred cash loss of Rs. 87.72 Lacs in the financial year; and cash loss was incurred in the immediately preceding financial year by the Company was Rs. 103.53 Lacs.

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

xix. We draw attention to Note no. 2.1 of the Ind AS Financial Statements, which indicates that the Company has accumulated losses and its net worth has been fully eroded, the Company has incurred cash loss during the current year. However, we were informed by the Management that the Company is in the process of identifying alternative business plans which in the opinion of the management will enable the Company to have profitability and to have a turnaround. The Company is also in the process of identifying strategic business partners and alternative business plans to improve the performance of the Company. The Companys ability to generate positive cash flows depends on the successful implementation of such alternative business plans. Further, the Company has obtained a letter from its promoter Mr. Vishal Kampani and Mrs. Benu Kampani indicating that the promoters will take necessary actions to organize for any shortfall in liquidity during the period of 12 months from the balance sheet date. Based on the above and instances of financial support earlier provided by the promoters, the Company is confident of its ability to meet the funds requirement and to continue its business as a going concern and accordingly, the Company has prepared the aforesaid Ind AS Financial Statements on a going concern basis. The above factors indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern and in our opinion, it may have an adverse effect on the functioning of the Company. However, 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 or will not get discharged by the Company as and when they fall due.

xx. Since the provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility (CSR) are not applicable to the Company, hence, clause 3(xx) of the order is not applicable.

For N. S. Gokhale & Co.

Chartered Accountants (Firm Registration No. 103270W)

Place: Mumbai	CA Abhay Sidhaye
Date: 30th May 2023	(Partner)
UDIN: 23033522BGQJFS5303	Membership No.: 033522