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Digjam Ltd.

BSE: 539979 Sector: Industrials
NSE: DIGJAMLMTD ISIN Code: INE731U01028
BSE 10:59 | 28 Jun 122.10 0.80
(0.66%)
OPEN

122.90

HIGH

126.70

LOW

121.65

NSE 10:42 | 28 Jun 121.75 0.80
(0.66%)
OPEN

122.90

HIGH

122.90

LOW

121.75

OPEN 122.90
PREVIOUS CLOSE 121.30
VOLUME 527
52-Week high 365.30
52-Week low 17.27
P/E 206.95
Mkt Cap.(Rs cr) 244
Buy Price 122.10
Buy Qty 94.00
Sell Price 125.70
Sell Qty 105.00
OPEN 122.90
CLOSE 121.30
VOLUME 527
52-Week high 365.30
52-Week low 17.27
P/E 206.95
Mkt Cap.(Rs cr) 244
Buy Price 122.10
Buy Qty 94.00
Sell Price 125.70
Sell Qty 105.00

Digjam Ltd. (DIGJAMLMTD) - Auditors Report

Company auditors report

To The Members of Digjam Limited

Report on the Audit of the Financial Statements Opinion

We were engaged to auditthe accompanying financial statements of Digjam Limited("the Company") which comprises the Balance Sheet as at March 31 2021 theStatement of Profit and Loss (including Other

Comprehensive Income) the Statement of Changes in Equity and the Statement of CashFlows for the year ended on that date and a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as "the financialstatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the

Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2021 and its profit for the year ended on that date.

Basis of opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Standalone Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (ICAI) together with the independence requirements that are relevantto our audit of the standalone financial statements under the provisions of the Act andthe Rules made thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

Other matters

1. For actuarial valuation of the Gratuity liability and Privilege Leave liability werelied on actuarial valuation report of Management's Expert.

2. As refer to Note 36 to the financial statements the company has not reappointed CFOtill the year ended 31.03.2021. ShriSatish Shah previous CFO of the Company resigned onApril 102020 thereby creating casual vacancy. As per section 203(4) of the Companies

Act 2013 if the office of any whole-time key managerial personnel is vacated theresulting vacancy shall be filled-up by the Board at a meeting of the Board within aperiod of six months from the date of such vacancy however due to suspension of power ofboard till reconstitution of board such reappointment could not be done. The Term of theMonitoring Committee came to an end with effect from November 22 2020 with the conclusionof the Interim Period i.e. 180 days from the approval of the Resolution Plan & hencethe board of the company was re-constituted to manage the affairs of the company. Howeverthe new CFO has been appointed in Board Meeting held on June 24 2021.

Our opinion on the Ind AS financial statements above and our report on Other Legal andRegulatory Requirements below is not modified in respect of the above matter.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Business Responsibility ReportCorporate Governance and Shareholder's Information but doesnot include the standalonefinancial statements and our auditor's report thereon. These reports are expected to bemade available to us after the date of this auditor's report.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materiallymisstated.If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Hon'ble National Company Law Tribunal Ahmedabad Bench ("NCLT") admittedan insolvency and bankruptcy petition filed by M/s Oman Inc. (HUF) operational creditoragainst Digjam Limited ("the Company") and appointed Mr.ParagSeth to act asInterim Resolution Professional (IRP) with the directions to initiate appropriate actioncontemplated with extent provisions of the Insolvency and Bankruptcy Code 2016 and otherrelated rules.

Hon'ble NCLT vide its Order dated January 1 2020 had appointed Sri Sunil Kumar Agarwalas Resolution Professional of the Company which was proposed by the

Committee of Creditors ("CoC") in their first meeting held on May 24 2019Thereafter pursuant to the Insolvency Commencement Order and in line with the provisionsof the Code the powers of the Board of Directors were suspended and the same wereexercised by RP. The Resolution Plan had been approved by the Hon'ble NCLT AhmedabadBench vide its Order dated May 27 2020 and a Monitoring Committee had been constitutedvide the Resolution Plan Approval Order and Sri Sunil Kumar Agarwal (erstwhile RP of theCompany) was part of the Monitoring Committee as per the provisions of the Order. TheMonitoring Committee so constituted had inter alia supervised the implementation of thePlan.

The term of the Monitoring Committee came to an end with effect from November 22 2020with the conclusion of the Interim Period i.e. 180 days from the approval of theResolution Plan i.e. May 27 2020 & hence the board of the company was re-constitutedto manage the affairs of the company.

The Company's Board of Directors isresponsible for the matters stated in section 134(5)of the Act with respect to the preparation of these standalone financial statements thatgive a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards specified under section

133 of the Act read with relevant rules issued thereunder. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation ofthe financial statements that give a true and fair view andare free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.The Board of Directors are responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those

Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

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) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books; c) The balance sheet the statement of profitand loss and the cash flow statement dealt with by this

Report are in agreement with the books of account; d) In our opinion the aforesaidstandalone financial statements comply with the Accounting Standards specified underSection 133 of the Act read with

Rule 7 of the Companies (Accounts) Rules 2014; e) On the basis of the writtenrepresentations received from the directors as on March 31 2021 taken on record by theBoard of Directors none of disqualified the director as on March 31 2021 frombeing appointed as director in terms of section 164(2) of the Act; and f) With respect tothe adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls refer to our separate Reportin "Annexure

A". Our report expresses unmodified opinion on the adequacy and operatingeffectiveness of the

Company's internal financial controls over financial reporting for the reasons statedtherein. g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended In our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act. h) With respect to the other matters to beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 as amended in our opinion and to the best of our information andaccording to the explanations given to us: i. The Company has disclosed the impact ofpending litigations on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses. iii. There has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the company.

2. As required by the Companies (Auditor's Report) Order 2016("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.

For S.K. Bajpai& Company Chartered Accountants
Firm Registration No.004330C
CA Sarvesh Kumar Bajpai
Partner
Membership No. 073277
UDIN:21073277AAAABF7160
Place: Agra
Date: June 24 2021

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Digjam Limited of even date) Reporton the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act").

We have audited the internal financial controls over financial reporting of DIGJAMLIMITED("the Company") as of March 31 2021 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to respective company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies

Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting (the "Guidance Note") issued by theInstitute of Chartered Accountants of India and the Standards on Auditing prescribed underSection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtainedis sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls systemoverfinancial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles.

A company's internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2021 based on the criteria forinternal financial control over financial reporting established by the

Company considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India

For S.K. Bajpai & Company
Chartered Accountants
Firm Registration No.004330C
CA Sarvesh Kumar Bajpai
Place: Agra Partner
Date: June 24 2021 Membership No. 073277
UDIN:21073277AAAABF7160

Annexure ‘B' to the Independent Auditor's Report

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Digjam Limited of even date)

(i) In respect of the Company's fixed assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has verification program of to cover all the items of fixedassets in a phased manner which in our opinion is reasonable having regard to the sizeof the Company and the nature of its assets. Pursuant to the program certain fixed assetswere physically verified by the management during the year. According to the informationand explanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us the records examined byus and based on the examination of the conveyance deeds / registered sale deed provided tous we report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate.

In respect of immovable properties of land and building none have been taken on leaseby the company. So reporting under this clause is not applicable. ii. As explained to usthe inventories were physically verified during the year by the Management at reasonableintervals and no material discrepancies were noticed on physical verification. iii.According the information and explanations given to us the Company has not granted anyloans secured or unsecured to companies firms Limited Liability

Partnership or other parties covered in the register maintained under section 189 ofthe Companies Act 2013.

iv. The Company has not granted any loan made investments or providing guarantees andsecuritiesand therefore the provisions of the clause 3(iv) of the Order in notapplicable. v. According the information and explanations given to us the Company has notaccepted deposits during the year and does not have any unclaimed deposits as at March 312021 to which the directions issued by the Reserve Bank of India and the provisions ofsection 73 to 76 and any other relevant provisions of the Act and Companies (Acceptance ofDeposit) Rules 2014 as amended would apply therefore the provisions of the clause 3(v) of the Order are not applicable to the Company. vi.

The maintenance of cost records has not been specified by the Central Government undersection 148(1) of the Companies Act 2013. We have prima facie reviewed the cost recordmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended and we are of the opinion that the prescribed cost records have been made andmaintained. We have not made a detailed examination of the cost records with the view todetermine whether they are accurate or complete.

vii. According to the information and explanations given tous in respect of statutorydues : (a) The Company had been regular in depositing undisputed statutory dues includingProvident Fund Employees' State Insurance Income Tax Goods and Service Tax CustomsDuty Cess and other material statutory dues applicable to it with the appropriateauthorities.

(b) No undisputed amounts payable in respect of provident fund income tax sales taxwealth tax service tax duty of customs value added tax cess goods and services taxand other material statutory dues were in arrears as at 31stMarch 2021 for a period ofmore than six months from the date they became payable. viii. The Company has notdefaulted in repayment of dues to financial institutions banks or debenture holdersduring the year. . In our opinion and according to the information and the explanationsgiven to us the Company has not given any guarantee for loans taken by others from banksor financial institutions.

ix. The Company has not raised moneys by way of initialpublic offer or further publicoffer (including debt instruments). Hence reporting under clause 3 (ix) of the order isnot applicable to the Company x .Tothe best of our knowledge and according to theinformation and explanations given to us no fraud by the Company or no material fraud onthe Company by its officers or employees has been noticed or reported during the year. xi.In our opinion and according to the information and explanations given to us the Companyhas paid / provided managerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of theOrder is not applicable to the Company. xiii. In our opinion and according to theinformation and explanations given to us the Company is in compliance with Section 177and 188 of the Companies Act 2013 where applicable for all transactions with the relatedparties and the details of related party transactions have been disclosed in thestandalone financial statements as required by the applicable accounting standards. xiv.During the year the Company has not made any preferential allotment or private placementof shares or fully or partly paid convertible debentures and hence reporting under clause3 (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsDirectors or persons connected to its directors and hence provisions of section 192 of theCompanies Act 2013 are not applicable to the Company. xvi. The Company is not required tobe registered under section 45-IA of the Reserve Bank of India Act 1934.

For S.K. Bajpai & Company
Chartered Accountants
Firm Registration No.004330C
CA Sarvesh Kumar Bajpai
Partner
Membership No.073277
UDIN:21073277AAAABF7160
Place: Agra
Date:June 24 2021

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