zenith birla india ltd Auditors report

To the Members of

Zenith Steel Pipes & Industries Limited

(Formerly known as Zenith Birla (India) Limited)

Report on the Audit of the Standalone Financial Statements Qualified

Opinion

1) We have audited the accompanying standalone financial statements of Zenith Steel Pipes & Industries Limited (formerly known as Zenith Birla (India) Limited) ("the Company"), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (herein after referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, subject to the effect of the matters described in the Basis for Qualified opinion paragraph below the aforesaid standalone financial statements give the information required by the Companies Act,2013 ("the Act") in the manner so required and give true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2023, the profit and the total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The Company has not complied with the provision of section 74 or any other relevant provision of the Act, and the Companies (Acceptance of Deposits) Rules, 2014 with regard to non-repayment of deposits and interest, on due date, maintenance of liquid assets to the extent required as well as not fully complying with the orders passed by the Company Law Board.

2. With reference to Note No 43 regarding the balance of Trade Payables, Trade Receivables, Loans, Advances, Deposits, inter group, current liabilities, borrowing from others etc. being not confirmed by the parties due to pending reconciliation the management has not sent direct confirmations to parties and hence our inability to state whether these balances are recoverable /payable to the extent stated.

3. The Company has made a provision of Rs. 48.08 lakhs in respect of certain current bank accounts maintained with various banks, which have been frozen by regulatory authorities. In the absence of bank statements and year-end balance confirmations, we are unable to comment on impact, if any, on the books of accounts. (Refer note 54).

4. The Company has accumulated losses exceeding the share capital and reserves and its net worth has been fully eroded. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the companys ability to continue as a going concern. However, the standalone financial statements have been prepared on a going concern basis considering management assessment of the current situation and future prospects. (Refer note 47).

5. The Company has considered inventory value of Rs.2094.49 Lakhs as on 31.03.2023 in the standalone financial statements by adopting weighted average cost method as informed to us. Since adequate information and necessary supporting evidences for the valuation were not made available to us, as a result the impact of shortage/ excess of inventory, if any, could not be ascertained and adjusted in the books. (Refer Note no 50).

6. We draw attention to Note No. 51 which states that the company has provided for provision for quality claim amounting to Rs.76.20 Lakhs as on 31/03/2023 in standalone financial statements in relations to quality defect and late delivery of goods to one of its customer, In the absence of supporting evidence, we are unable to comment on its impact, if any, on the books of account.

7. We draw attention to Note No. 52 which states that the company has provided for provisions for ocean freight of Rs.494.18 Lakhs in the current financial year, In the absence of supporting evidence, we are unable to comment on its impact, if any, on the books of account.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those SAs 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 Companies Act, 2013 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.

Emphasis of Matter

2) We draw attention to the following matters forming part of the notes to the financial statements:

1. Note no. 45 regarding MOU entered into by the Company with Tribus Real Estate Pvt. Ltd (TREPL) for taking over the Companys secured bank loan, which is pending completion.

2. Note no. 48 regarding to the order issued by SEBI for violations of provisions of SEBI Act 1992 and SEBI regulations regarding issue of GDR.

3. Note no. 46 regarding Securitization & Reconstruction of Financial Assets initiated by Consortium Banks for repayment of dues Rs. 19,319.00 Lakhs as on 31.01.2014 and have taken symbolic possession of immovable assets and filed case for physical possession. The case is pending in DRT Pune.

Our opinion is not modified in respect of these matters.

Key Audit Matters

3) Key Audit Matters ("KAM") are those matters that, in our professional judgment, were of most significance in our audit of the standalone 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 the matters described below to be the Key Audit Matters ("KAM") to be communicated in our report.

Key Audit Matter	Auditors Response
Evaluation of income tax provision	In view of significance of matter, we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
The Company is required to estimate its income tax liabilities in accordance with the tax laws applicable in India. Further, there are matters of interpretation in terms of application of tax laws and related rules to determine current tax provision and deferred taxed.	• testing the design and operating effectiveness of the companys key controls over identifying uncertain tax position and matters involving litigations/disputes.
The Company has material tax positions and litigations on a range of tax matters. This requires management to make significant judgements to determine the possible outcome of uncertain tax provisions and litigations and their consequent impact on related accounting and disclosures in the standalone financial statements.	• obtaining details of tax positions and tax litigations for the year and as at 31st March 2023 and holding discussions with designated management personnel.
Refer Note 33 to the Standalone Financial Statements.	• assessing and analysing select key correspondences with tax authorities and inspecting external legal opinions obtained by management for key uncertain tax positions and tax litigations.
	• evaluating underlying evidence and documentation to determine whether the information provides a basis for amounts reserved / not reserved in the books of account.
	• Involving our tax specialists and evaluating managements underlying key assumptions in estimating the tax provisions and estimate the possible outcome of tax litigations; and in respect of tax positions and litigation, assessing the computation of provisions and consequent impact on related accounting and disclosures in the standalone financial statements.
Net realisable value (NRV) of Inventory	In view of the significance of the matter we applied the following audit procedures in this area, among others, to obtain sufficient audit evidence:
The total inventory of the Company amounting to Rs. 2,094.49 lakhs (as on March 31, 2023) forms about 12.65 % of the total assets of the Company.	• Assessed the appropriateness of the accounting policy for inventories as per relevant Indian accounting standards.
This includes materials such as HR Coil, fuel, iron ore etc, which are susceptible to handling loss, moisture loss/gain, spillage etc. and determination of the same requires estimation based on experience and technical expertise.	• Verified inventory ageing report by testing samples, selected using statistical sampling method.
Such judgment includes Companys expectations for future sale, inventory liquidation plans and future selling prices less cost to sell & modification cost.	• Tested the moving weighted average rate computation of inventory samples, selected using statistical sampling method.
In view of the above, assessment of NRV and its consequential impact, if any on the carrying value of inventories has been identified as a key audit matter.	• The company has procedure of physical verification of inventories at regular intervals.
Refer Note 8 to the Standalone Financial Statements.
Allowance for credit losses	Our audit procedures related to the allowance for credit losses for trade receivables included the following, among others:
The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the geographical location where it operates.	We tested the effectiveness of controls over the
	• development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions
	• completeness and accuracy of information used in the estimation of probability of default and
In calculating expected credit loss, the Company has also considered credit reports and other related credit information for its customers to estimate the probability of default in future.	• Computation of the allowance for credit losses.
We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the expected credit losses.
Refer Note 56 to the Standalone financial statements.	For a sample of customers:
	We tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information.
	We tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company.
Investment impairment assessment	Evaluation of impairment risk and assessing whether triggers exist for any investment based on consideration of external and internal factors affecting the value and performance of the investment.
The Company has investments in subsidiaries. These investments are accounted for at cost less impairment. If an impairment exists, the recoverable amounts of the above investment are estimated in order to determine the extent of the impairment loss, if any.	Our audit procedures included:
Determination of triggers for impairment in value of these investments and recoverable amount involves significant estimates and judgements.	• Obtained management assessment of recoverable amount for investments where impairment risk is identified.
	• Evaluated the mathematical accuracy of the cash flow projection and assessed the underlying key assumptions in managements valuation models used to determine recoverable amount considering external data, including assumptions of projected EBITDA, revenue growth rate, terminal growth rates, discount rates, and assessed the sensitivity of the assumptions on the impairment assessment and assessed the forecasts against the historical performance.
	Assessed the appropriateness of the related disclosures in the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

4) The Companys management and Board of Directors are 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, Corporate Governance Report and Shareholders Information, but does not include the Standalone Financial Statements and our Auditors Report thereon, which we obtained prior to the date of this Auditors Report, and the Annual Report, which is expected to be made available to us after that date.

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

(5) In connection with our audit of the standalone 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 on the other information obtained prior to date of this audit report, 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.

When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Managements Responsibilities for the Standalone Financial Statements.

6) The Companys management and Board of Directors are responsible for the matters stated in Section 134 (5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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.

7) In preparing the standalone financial statements, management and Board of Directors are 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 either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone financial statements

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

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143 (3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to Standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 standalone 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 standalone 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

9) 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

10) 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, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the 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 Ind AS specified under Section 133 of the Actread with the Companies (Indian Accounting Standards) Rules, 2015 as amended;

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 are disqualified as on 31st March 2023 from being appointed as a director in terms of Section164(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. Our report expresses an unmodified opinion on the existence of internal financial control with reference to financial statements and its operating effectiveness on the company.

g. 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 Rulell of the Companies (Audit and Auditors) Rules, 2014, 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 as at 31^st March 2023 on its financial position in its standalone financial statements. (Refer Note 33 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 are no 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, 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 or entity, including foreign entity ("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, no funds have been received by the Company from any person or entity, including foreign entity ("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;

c. Based on such audit procedures that were 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 (a) and (b) contain any material misstatement.

v. 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 w.e.f. 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 31st March, 2023

vi. No Dividend has been declared or paid during the year by the company.

For C K S P AND CO LLP

Chartered Accountants

FRN - 131228W / W100044

Debmalya Maitra

Partner

M. No. 053897

UDIN: 23053897BGVHAF1572

Place: Mumbai

Dated: 29/05/2023

Annexure A to the Independent Auditors Report

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date, to the members of Zenith Steel Pipes & Industries Limited (formerly known as Zenith Birla (India) Limited) ("the Company"), on the standalone financial statements for the year ended 31^st March 2023.)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

i. In respect off the Companys Property, Plant and Equipment and Intangible Assets:

a) (A) The Company has not maintained records showing full particulars including quantitative details and situation of fixed assets.

(B) The Company has not maintained proper records showing full particulars of intangible assets.

b) As explained to us, the Company has a program of verification to cover all the items of Property, Plant and Equipment in a phased manner to cover all the items, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) In our opinion and according to information and explanations given to us, and on based on our examination of records of the company provided to us, we report that, the title deeds in respect of buildings and factory buildings disclosed in the standalone financial statements included under Property, Plant and Equipment are held in the name of the Company (Refer Note no 2) as at the balance sheet date except as under:

Description of property	Gross carrying value	Held in name of	Whether promoter, director or their relative or employee	Period held - Since	Reason for not being held in the name of company
Free Hold Property	329.50	Tungabhadra Holdings Pvt Ltd	No	2010	Disputed under land regulatory authorities records

d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) or Intangible assets or both during the year.

e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

ii. (a) The inventories, except goods-in-transit and stocks lying with third parties, were physically verified during the year by the Management at reasonable intervals. In our opinion 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 were noticed on verification between the physical stocks and book record that were 10% or more in the aggregate for each class of inventories.

(b) As per the information and explanations given to us, the company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, at any point 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. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made investments in, provided guarantee and granted loans, secured or unsecured, to its related parties during the year, in respect of which necessary details are given as under:

a) The Company has provided loans and given guarantee during the year and details of which are given below:

Particular	Loan	Guarantee	Security	Advances in nature of loans
A Aggregate amount granted / provided during the year
- Subsidiary	-	-	-	-
- Joint Venture	-	-	-	-
- Associates	-	-	-	-
- Others	26.70	-	-	-
B Balance Outstanding as at balance sheet date in respect of above cases
- Subsidiary	-	-	-	-
- Joint Venture	-	-	-	-
- Associates	-	-	-	-
- Others	271.33	-	-	1401

b) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and conditions of the loans given are, prima facie, not prejudicial to the interest of the Company.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, the same are repayable on demand. The interest on such loans is added to the principal and the repayments or receipts of the same have been regular.

d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given.

e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan given falling due during the year, which has been renewed or extended or fresh loans given to settle the over dues of existing loans given to the same party.

f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not given loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment to companies. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the company.

iv. According to the information and explanations given to us, the Company has not made any investments, nor granted any loans or provided any guarantees or securities to parties covered under Section 185 of the Companies Act,2013 and the company has not provided any loan, guarantee or security as specified under Section 186 of the Companies Act, 2013. Further, the Company has complied with the provisions of section 186 of the Companies Act, 2013 in respect of investments made.

v. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of compliance by the Company with the directive issued by the Reserve Bank of India, the provisions of section 73 to 76 of the companies Act, 2013 read with Rules made thereunder with regard to repayment of deposits and interest on due date, maintenance of liquid assets to the extent required and also not fully complied with the orders passed by the Company Law Board.

vi. According to the information and explanations given to us by management, the books of accounts maintained by the Company in respect of products where, pursuant to the rules made by Central Government of India, the maintenance of cost records has been prescribed under sub section (i) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us in our opinion except for dues in respect of Dividend Distribution Tax, Tax Deducted at Source, Profession tax, Tax Collected at Source, Provident Fund, Labour Welfare Fund and Excise Duty the Company is generally regular in depositing the undisputed statutory dues including Custom Duty, Cess and other material statutory dues, as applicable. The following balances remained in arrears as at the last day of the financial year for a period exceeding six months from the date they become payable:

S. No.	Nature of Due	Amount Outstanding (in lakhs)
1.	Income Tax Deducted at Source	24.68
2.	Provident Fund	29.04
3.	Maharashtra Labour Welfare Fund	0.0096
4.	Dividend Distribution Tax	359.08
5.	Interest on Dividend Distribution Tax	484.76

(b) According to the information and explanation given to us and the records of the Company examined by us, there were no disputed dues in respect of Service Tax. The particulars of Dues of Customs Duty, Excise Duty, Sales Tax, and Value added tax and Income Tax as at March 31, 2023, which have not been deposited on account of disputes are as follows:

Name of the Statute	Nature of Dues	Period to which the matter pertains to	Forum where dispute is pending	Amount (in lakhs)
Custom Act, 1962	Custom Duty	1985-86	High Court	3.45
		1998-99	Tribunal	82.00
Central Excise Act, 1959	Excise Duty	1995-96	Commissioner Appeal	129.78
Central Sales Tax Act, 1956	Central Sales Tax	1995-96	Tribunal	78.88
Maharashtra Value Added Tax,	Value	2006-07	Joint Commissioner Appeal	1,739.30
2002	added	2007-08	Joint Commissioner Appeal	2,577.63
	Tax	2011-12	Tribunal	50.98
		2012-13	Joint Commissioner Appeal	330.30
Income Tax Act, 1961	Income Tax	2013-14	CIT(Appeal)	2.18
		2014-15	CIT(Appeal)	215.16
		2018-19	CIT(Appeal)	35.44

viii. According to the information and explanations given to us, 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) According to the records of the Company examined by us and the information and explanations given to us, there has been default in payments to the banks since August 2012. The company has entered into an agreement with Tribus Real Estate Pvt. Ltd. for taking over the companys dues to the banks as reflected earlier in the company books on terms agreed to between the Company and Tribus Real Estate Pvt. Ltd.Consequently, there are no Bank loan/outstanding in the Books of the Company as this has been transferred to Tribus Real Estate Pvt. Ltd during earlier year.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

(c) According to the information and explanations given to us by the management, the Company has not availed loan during the year. The same were applied by the Company for the purposes for which the loans were obtained.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis 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 standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries as defined under the Companies Act, 2013. 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 has not raised loans during the year on the pledge of securities held in its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(f) of the Order is not applicable

x. (a) According to the information and explanations given to us and based on our examination of the records of the Company, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments). Accordingly, Clause (x)(a) of Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, 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 course of the audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) According to the information and explanations given to us, the Company has not received any whistle blower complaints during the year.

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

xiii. According to information and explanations given to us, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and the details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv. (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date for the period under audit.

xv. According to information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him and hence 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, clause 3(xvi)(a) of the Order is not applicable.

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

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

(d) According to the information and explanations provided to us during the course of audit, the Company does not have any CIC. Accordingly, the requirements of clause 3(xvi) (d) are not applicable.

xvii. The Company has not incurred cash losses in the current but has incurred cash losses in the immediately preceding financial year of

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

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Companies Act, 2013 pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For C K S P AND CO LLP

Chartered Accountants

FRN - 131228W / W100044

Debmalya Maitra

Partner

M. No. 053897

UDIN: 23053897BGVHAF1572

Place: Mumbai

Dated: 29/05/2023

Annexure B to the Independent Auditors Report

(Referred to in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements section of our report to the members of Zenith Steel Pipes & Industries Limited (formerly known as Zenith Birla (India) Limited) of even date.)

Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013(the Act).

We have audited the internal financial controls with reference to standalone financial statements of Zenith Steel Pipes & industries Limited (formerly known as Zenith Birla (India) Limited) (the Company) as of 31March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements and Board of Directors Responsibilities for Internal Financial Controls.

The Companys management and Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to 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 Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 internal financial controls with reference to 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to 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 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 with reference to standalone financial statements.

Meaning of Internal Financial Controls over Financial Statements

A companys internal financial control with reference to 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 includes those policies and procedures that

i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

ii) 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

iii) 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 Statements

Because of the inherent limitations of internal, financial controls with reference to financial statements, including the possibility of collusion or improper management over ride 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 with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements 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 maintained, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls were operating effectively as at 31^st March, 2023, based on internal financial control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI. Except for the facts the Company maintains Stock records pertaining to production on a consolidated basis with other companies in the Group using the same manufacturing facilities on job work basis.

For C K S P AND CO LLP

Chartered Accountants

FRN - 131228W / W100044

Debmalya Maitra

Partner

M. No. 053897

UDIN: 23053897BGVHAF1572

Place: Mumbai

Dated: 29/05/2023

Statement on impact of Audit Qualifications (for audit report with modified opinion) submitted along-with

Annual Audited Financial Results (Standalone)

Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2023

[See regulation 33 of the SEBI (LODR) (Amendment) Regulations, 2016]

SR. No.	Particulars	Audited Figures in Lakhs (as reported before adjusting for qualifications)	Adjusted Figures in Lakhs (audited figures after adjusting for qualifications)
1.	Turnover /Total Income	17,112.35	14,658.42
2.	Total Expenditure	16,751.32	15,203.57
3.	Net Profit/(Loss)	33.30	(9.49)
4.	Earnings Per Share (Rupees)	0.02	(0.01)
5.	Total Assets	16,552.08	16,425.33
6.	Total Liabilities	41,556.11	41,472.28
7.	Net Worth	(25,004.03)	(25,046.94)
8.	Any other financial item(s) (as felt appropriate by the management)	-	-

II Audit Qualification (each audit qualification separately): a. Details of Audit Qualification:

1. The Company has not complied with the provisions of section 74 of the companies Act, 2013 read with Rules made thereunder with regard to repayment of deposits and interest on due date, maintenance of liquid assets to the extent required and also not fully complied with the orders passed by the Company Law Board.

2. The balance confirmations in respect of Trade Payables, Trade Receivables, Loans, Advances, Deposits etc. have not been received from the parties and hence we are unable to state whether these balances are recoverable /payable to the extent stated. (Refer note 43)

3. The Company has made provision of Rs.48.08 lakhs in respect of certain current accounts maintained with banks, which have been frozen by regulatory authorities. In the absence of bank statements and year-end balance confirmations, we are unable to comment on impact of shortfall in provisions, if any, which is made for frozen bank balances of certain banks accounts against which confirmation and statements are not available (Refer note 54).

4. The Company has accumulated losses exceeding the share capital and reserves and its net worth has been fully eroded. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the companys ability to continue as a going concern. However, the standalone financial statements have been prepared on a going concern basis considering management assessment of the current situation and future prospects. (Refer note 47)

5. The Company has considered inventory value of Rs.2094.49 Lakhs as on 31.03.2023 in the standalone financial statements by adopting weighted average cost method as informed to us. Since adequate information and necessary supporting evidences for the valuation were not made available to us, as a result the impact of shortage/ excess of inventory, if any, could not be ascertained and adjusted in the books. (Refer Note no 50)

6. We draw attention to Note No. 51 which states that the company has provided for provision for quality claim amounting to Rs.76.20 Lakhs as on 31/03/2023 in standalone financial statements in relations to quality defect and late delivery of goods to one of its customer, In the absence of supporting evidence, we are unable to comment on its impact, if any, on the books of account.

7. We draw attention to Note No. 52 which states that the company has provided for provisions for ocean freight of Rs.494.18 Lakhs in the current financial year, In the absence of supporting evidence, we are unable to comment on its impact, if any, on the books of account.

b Type of Audit Qualification: Qualified/ Disclaimes of opinion /Adverse opinion

c. Frequency of Qualification Qualification no. 1, 2, 3,4 is repetitive and 5,6,7 Qualification is first time.

d. For Audit Qualification(s) where the impact is not quantified by the auditor:

(i) Managements estimationon the impact to audit qualification:

(ii) If management is unable to estimate the impact, reasons for the same:

For qualification on balances of sundry creditors, debtors, etc:

Reconciliation of balances of sundry creditors, debtors and other parties are an ongoing basis and the figures would be ascertained only when the reconciliation is finalised. Hence at this stage, impact of the same is not ascertainable.

For qualification on noncompliance of section 74 (2)of the Companies Act, 2013:

The company has taken action on priority to clear the dues of deposit holders who are in capacitated and to comply with the orders of existing authorities. Fortherest, the company has already started the process of settling their dues through sale proceeds of the assets sold by MPID court of the other Company who has given NOC for using the amount towards repayment of the Fixed Deposits of the Zenith Birla (India) Limited and will complete it before the end of Financial Year 2023-24.

For qualification on balances of bank accounts which are frozen:

The company is pursuing with the banks to get the account unfrozen and is of the view that the Provision made is sufficient and no further loss is expected.

For qualification on accounting ongoing concern basis:

On account of strategic understanding with suppliers/ customers, which is continuing, the Company ison revival mode and is operating some of its units. In view of the same going concern concept holds good.

For qualification on Interest payable to Micro, Small and Medium Enterprise:

Company ensures to pay all MSMEs within the stipulated credit period except in case of parties where there are certain claims/legal issues. Company is of the view that Interest on such outstanding being disputed is not payable and hence not determined on such outstanding.

For qualification on Valuation of Inventory

Currently the company is calculating the inventory based on variable cost incurred for the quarter and Work in Progress is based on work completed. Accordingly, valuation of inventories has been arrived and according to the management they represent a fair value.

For qualification of Quality claim and claim on Freight Charges

The management is negotiating with vendors and customers on these matters. Once it is finalized with team and any further impact of the same will be considered in subsequent financials.

(iii) Auditors Commentson (I) and (II) above No further comments III Signatories:

• Director	(Minal Pote)
• Chief Financial officer	(B. Girvanesh)
• Director	(Purshottam Sonawane)
• Company Secretary	(Sonal Solanki)
• Statutory Auditor	(Debmalya Maitra)
(M/s CKSP & Co LLP. Chartered Accountants, Mumbai)	Partner

Place: Mumbai

Date: 29^th May, 2023