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Lloyds Metals & Energy Ltd.

BSE: 512455 Sector: Metals & Mining
NSE: LLOYDMETAL ISIN Code: INE281B01032
BSE 12:08 | 06 Feb 294.30 3.00
(1.03%)
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291.30

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295.00

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NSE 05:30 | 01 Jan Lloyds Metals & Energy Ltd
OPEN 291.30
PREVIOUS CLOSE 291.30
VOLUME 59577
52-Week high 301.00
52-Week low 110.70
P/E 17.22
Mkt Cap.(Rs cr) 13,090
Buy Price 293.65
Buy Qty 20.00
Sell Price 294.05
Sell Qty 18.00
OPEN 291.30
CLOSE 291.30
VOLUME 59577
52-Week high 301.00
52-Week low 110.70
P/E 17.22
Mkt Cap.(Rs cr) 13,090
Buy Price 293.65
Buy Qty 20.00
Sell Price 294.05
Sell Qty 18.00

Lloyds Metals & Energy Ltd. (LLOYDMETAL) - Auditors Report

Company auditors report

To the Members of M/s. Lloyds Metals and Energy Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of M/s.Lloyds Metals and Energy Limited ("the Company") which comprise the BalanceSheet as at March 31 2022 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsfor the year ended on 31st March 2022 and a summary of the significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone Financial Statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022the profit and total comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the Standalone Financial Statements under the provisions of the Companies Act 2013 andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone Financial Statements of thecurrent period. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

1. Optionally Fully Convertible Debenture

Refer Notes 12 and 16(iii) to the Standalone Financial Statements

The company has entered into an agreement during the F.Y. 2021-22 withThriveni Earthmovers Private Limited for the issue of 3% Optionally Fully ConvertibleDebenture ("OFCDs") amounting to Rs 200000000/- These may be converted at theoption of Debenture holder within a time frame of not exceeding 18 months from the date ofallotment into one fully paid-up Equity shares of Rs 1/- each of the Company at a price ofRs 20 (including premium of Rs 19) per share. The OFCDs shall carry simple interest @ 3%p.a. payable on half yearly basis commencing from 28th June 2021.

A compound financial instrument is a debt instrument with an embeddedconversion option into ordinary equity shares. The management has considered the aboveinstrument as a Compound Financial Instrument which comprises two components: a financialliability and an equity instrument.

As at 31st March 2022 the carrying value of OFCDs liabilitycomponent and an equity component is Rs 1888.26 lakhs and Rs 239.42 lakhs respectivelybased on the provisions of IND AS 32.

The management has used its judgements and estimates in presentationand disclosure of the aforementioned instrument in accordance with the principles of INDAS 32 Financial Instrument: Presentation.

Auditors Response:

Our audit procedures to assess the accounting of the OFCDs included thefollowing:

1) Obtained understanding of the contractual terms of the OFCDagreement. 2) Obtained accounting analysis of OFCDs from the management and reviewed thesame in light of appropriate accounting guidance. 3) Performed audit procedures onvaluation inputs and accounting entries of the transaction as per IND AS 109. 4) Assessingthe appropriateness of the presentation as per IND AS 32 of the financial instruments.

2. Mining Segment

Refer Notes 37 to the Standalone Financial Statements

The company has identified a new reportable operating segment named"Mining" during the FY 2021-22 in accordance with the principles of IND AS 108Operating Segments. Up to 31st March 2021 it had two reportable operatingsegments named "Sponge Iron" and "Power"

As per IND AS 108 an operating segment is a component of an entitythat engages in business activities from which it may earn revenues and incur expenseswhose operating results are regularly reviewed by the entity's chief operatingdecision maker to make decisions about resources to be allocated to the segment and assessits performance and for which discrete financial information is available. An entityshall report separately information about each operating segment or results fromaggregating two or more of those segments and exceeds the quantitative thresholds inparagraph 13.

During the F.Y. 2021-22 the total revenue generated from the miningsegment amounts to Rs 23796.64 lakhs and segment profits (before finance cost & tax)amount to Rs 12127.83 lakhs. As on 31st March 2022 Segment assets amount toRs 19195.82 lakhs segment liability amounts to Rs 1515.16 lakhs and capital employedtowards mining amounts to Rs 17680.66 lakhs.

The management has used its judgements and estimates in presentationand disclosure of the aforementioned segment in accordance with the principles of IND AS108 Operating Segments.

Auditors Response:

Our audit procedures include among others

1) Obtaining an understanding of the nature form and type of the newlyadded segment.

2) Assessing appropriateness of management's judgement inrecognition of the reportable segment as per IND AS 108.

3) Obtaining an understanding of methods of allocating operatingexpenses identifiable assets used jointly by two or more segments and evaluating whetherthose methods are reasonable.

4) Assessing the appropriateness of the presentation and disclosures ofthe segments as per IND AS 108 Operating segments.

3. Evaluation of Contingent Liabilities:

Refer Note 34 to the Standalone Financial Statements Claims against thecompany not acknowledged as debts is disclosed in the Standalone Financial Statements. Theexistence of the payments against these claims requires management judgment to ensuredisclosure of most appropriate values of contingent liabilities.

Auditors Response:

Our audit procedures include among others assessing theappropriateness of the management's judgment in estimating the value of claimsagainst the company not acknowledged as debts as given in the Note 34.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Board's Report including Annexureto Board's Report Corporate Governance Report but does not include the StandaloneFinancial Statements and our auditor's report thereon. Our opinion on the StandaloneFinancial Statements does not cover the other information and we do not express any formof assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone Financial Statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Standalone FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these Standalone Financial Statements that give a true and fair view ofthe financial position financial performance changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the Standalone Financial Statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility

Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from material misstatement whetherdue to fraud

or error and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Financial Statements.

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

• Identify and assess the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the Standalone Financial Statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theStandalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the ‘Annexure B' astatement on the matters specified in paragraphs 3 and 4 of the Order to the extendapplicable.

2. As required by section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our audit.

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

c. The Company has no branch office and hence the company is notrequired to conduct audit under section 143 (8) of the Act;

d. The Balance Sheet the Statement of Profit and Loss the Cash flowstatement dealt with by this Report are in agreement with the books of account;

e. In our opinion the aforesaid Standalone Financial Statements complywith the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 (As amended);

f. On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directors noneof the directors is disqualified as on 31st March 2022 from being appointed asa director in terms of Section 164 (2) of the Act;

g. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's InternalFinancial Controls over financial Reporting;

h. In our opinion the managerial remuneration for the year ended March31 2022 has been paid/provided by the Company to its directors in accordance with theprovisions of section 197 read with Schedule V to the Act; and

i. With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us (As amended):

i. The Company has disclosed the impact of pending litigations on itsfinancial position in Note 34 of the Standalone Financial Statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. During the year no amounts were required to be transferred to theInvestor Education and Protection Fund by the Company. So the question of delay intransferring such sums does not arise.

iv. a) The management has represented that to the best of itsknowledge and belief other than as disclosed in the notes to accounts to the standaloneInd AS financial statements no funds have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Companyto or in any other person or entity including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any person or entityincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall whether directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under subclause (a) and (b) contain anymaterial misstatement.; and

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

For VSS & Associates
Chartered Accountants
ICAI Firm Reg. no.: 105787W
Sanjay Jain
Partner
M.No.: 046565
UDIN: 22046565ALUYVS4733 Dated: 29th April 2022
Place: Mumbai

Annexure - A to the Independent Auditors' Report

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

Opinion

We have audited the internal financial controls over financialreporting of M/s Lloyds Metals and Energy Limited ("the Company") as of31st March 2022 in conjunction with our audit of the Standalone FinancialStatements of the Company for the year ended on that date.

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting with reference to theseStandalone Financial Statements and such internal financial controls over financialreporting were operating effectively as at 31st March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India (‘ICAI'). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the Standalone Financial Statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting with reference to these StandaloneFinancial Statements.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of Standalone Financial Statements for external purposes inaccordance with generally accepted accounting principles. A company's internalfinancial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofStandalone Financial Statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisitionuse or disposition of the company's assets that could have a material effect on theStandalone Financial Statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

For VSS & Associates
Chartered Accountants
ICAI Firm Reg. no.: 105787W
Sanjay Jain
Partner
M.No.: 046565 UDIN: 22046565ALUYVS4733
Dated: 29th April 2022 Place: Mumbai

Annexure - B to Independent Auditor's Report

The ‘Annexure B' referred to in Independent Auditor's Report to theMembers of the Company on the Standalone Financial Statements for the year ended 31stMarch 2022 we report that:

The ‘Annexure B' referred to in Independent Auditor's Report to theMembers of the Company on the Financial Statements for the year ended 31stMarch 2022 we report that:

a) A. According to the information and explanation given to us and based on the recordsproduced before us we are of the opinion that the Company is maintaining proper recordsshowing full particulars including quantitative details and situation of fixed assets.

B. The Company does not own any Intangible Assets therefore clause i(a)(B) is notapplicable.

b) According to the information and explanation given to us fixed assets werephysically verified by the management according to a designed to cover all the locationswhich in our opinion is reasonable having regard to the size of the company and thenature of its assets. Pursuant to the programme the management during the year physicallyverified the fixed assets at certain locations and no material discrepancies were noticedon such verification.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties (otherthan immovable properties where the Company is the lessee and the lease agreements areduly executed in favour of the lessee) disclosed in the standalone financial statementsare held in the name of the Company.

d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not revalued its Propertyplant and equipment (including Right-of-use assets) or Intangible assets or both duringthe year.

e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

i. a) According to the information and explanation given to us Inventory has beenphysically verified by the management during the year. No material discrepancies werenoticed that would have an impact over the Financial Statements.

b) According to the information and explanation given to us and based on the recordsproduced before us the company has not sanctioned working capital limits in excess offive crore rupees in aggregate from banks or financial institutions on the basis ofsecurity of current assets at any point of time during the year.

ii. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any investmentsprovided guarantee or security or granted any advances in the nature of loans secured orunsecured to companies firms limited liability partnerships or any other parties duringthe year.

a) A. Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has not granted any loans to subsidiaries jointventures and associates.

B. Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has not granted loans to a party other thansubsidiaries joint ventures and associates. Therefore the clauses iii(b) to iii(f) ofParagraph 3 are not applicable to the company.

iii. In our opinion and according to information and explanation given to us Section185 and Section 186 of Companies Act 2013 are not applicable to the Company. Thereforethe clause (iv) of Paragraph 3 is not applicable.

iv. According to the information and explanation given to us the company has notaccepted any deposits whether the directives issued by the Reserve Bank of India and theprovisions of sections 73 to 76 or any other relevant provisions of the Companies Act2013. Hence the provisions of clause (v) of Paragraph 3 are not applicable to the company.

v. Pursuant to the rules made by the Central Government the maintenance of CostRecords has been prescribed u/s. 148(1) of the Companies Act 2013. We are of the viewthat prima facie the prescribed accounts and records have been maintained. We have nothowever made a detailed examination of the records with a view to determine whether theyare accurate or complete.

vi. a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Goods and Services Tax(‘GST') Provident fund Employees' State Insurance Income-tax Duty ofCustoms Cess and other material statutory dues have generally been regularly depositedwith the appropriate authorities.

b) According to the information and explanations given to us there are no dues of GSTProvident fund Employees' State Insurance Income-tax Sales tax Service tax Dutyof Customs Value added tax Cess or other statutory dues which have not been deposited bythe Company on account of disputes except for the following:

SR NO Name of Statute Nature of dues Amount (in lakhs) Forum where dispute is pending
1 The Central Excise Act 1944 Excise Duty 5.20 Supreme Court
2 The Central Excise Act 1944 Excise Duty 66.56 Commissioner of Appeals Guntur
3 The Central Excise Act 1944 Excise Duty 584.46 CESTAT
4 The Central Excise Act 1944 Excise Duty 843.47 CESTAT
5 Income Tax Act 1961 Income Tax 3200.87 Commissioner of Appeal Income Tax

vii. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not surrendered or disclosedany transactions previously unrecorded as income in the books of account in the taxassessments under the Income-tax Act 1961 as income during the year.

viii. a) According to the information and explanation given to us and based on therecords produced before us the company has not defaulted in repayments of dues tofinancial institutions and banks.

b) According to the information and explanation given to us the company is notdeclared as a willful defaulter by any Bank or Financial Institution or other lender.

c) In our opinion and according to information and explanation given to us the companyhas applied the term loans for the same purpose for which they were obtained.

d) According to the information and explanation given to us the funds raised for shortterm basis have not been utilized for long term purposes by the company.

e) According to the information and explanation given to us and the record producedbefore us the company has not taken any funds from any entity or person on account of orto meet the obligations of its subsidiaries associates or joint ventures.

f) In our opinion and according to information and explanation given to us the companyhas not raised loans during the year on the pledge of securities held in its subsidiariesjoint ventures or associate companies.

ix. a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments). Accordingly clause 3(x)(a) of the Order is notapplicable.

b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has complied with the requirementsof section 42 and section 62 of the Companies Act 2013 for preferential allotment ofoptionally convertible debentures and the funds raised have been used for the purposes forwhich the funds were raised.

x. a. During the course of our examination of the books of account carried inaccordance with the generally accepted auditing standards in India we have neither comeacross any instance of fraud on or by the Company either noticed or reported during theyear nor have we been informed of such case by the Management.

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

c. No whistle blower complaints were received by the Company during the year.Therefore clause xi(c) of paragraph 3 is not applicable.

xi. According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause (xii) of Paragraph 3 of the Order is not applicable.

xii. In our opinion and according to the information and explanations given to us thetransactions with related parties are in compliance with Sections 177 and 188 of theCompanies Act 2013 where applicable and the details of the related party transactionshave been disclosed in the standalone financial statements as required by the applicableIndian Accounting Standards.

xiii. a) Based on information and explanations provided to us and our audit proceduresin our opinion the Company has an internal audit system commensurate with the size andnature of its business.

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

xiv. In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Companies Act 2013are not applicable to the Company.

xv. a) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly clause(xvi)(a) of Paragraph 3 of the Order is notapplicable.

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

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

d) According to the information and explanations provided to us duringthe course of audit the Group does not have any CIC. Accordingly the requirements ofclause(xvi)(d) of Paragraph 3 are not applicable.

xvi. The Company has not incurred cash losses in the current and in theimmediately preceding financial year.

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

xviii. According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

xix. a) In our opinion and according to the information andexplanations given to us there is no unspent amount under sub-section (5) of Section 135of the Companies Act 2013 in respect of other than ongoing project. Accordingly clauses(xx)(a) of Paragraph of the Order are not applicable.

b) In our opinion and according to the information and explanationsgiven to us there are no ongoing project as per section 135 of the Companies Act.Accordingly clauses (xx)(b) of Paragraph 3 of the Order are not applicable.

For VSS & Associates
Chartered Accountants
ICAI Firm Reg. no.: 105787W
Sanjay Jain
Partner
M.No.: 046565
UDIN: 22046565ALUYVS4733
Dated: 29th April 2022
Place: Mumbai

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