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Shri Dinesh Mills Ltd.

BSE: 503804 Sector: Industrials
NSE: SHRIDINESH ISIN Code: INE204C01024
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NSE 05:30 | 01 Jan Shri Dinesh Mills Ltd
OPEN 629.95
PREVIOUS CLOSE 600.00
VOLUME 74
52-Week high 900.00
52-Week low 500.50
P/E 35.61
Mkt Cap.(Rs cr) 336
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 629.95
CLOSE 600.00
VOLUME 74
52-Week high 900.00
52-Week low 500.50
P/E 35.61
Mkt Cap.(Rs cr) 336
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shri Dinesh Mills Ltd. (SHRIDINESH) - Auditors Report

Company auditors report

To the Members of Shri Dinesh Mills Limited

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Shri Dinesh MillsLimited

("the Company") which comprises of the balance sheet as at 31st March 2021and the statement of Profit and Loss (including other comprehensive income) and theStatement of changes in equity and statement of cash flows for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies

Act 2013 ("the Act") in the manner so required and give a true and fair viewin conformity with the Indian Accounting Standards prescribed under section 133 of the Actread 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 ofthe Company as at 31 March 2021 and its profit total comprehensive income its cashflows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those

Standards are further described in the Auditor's Responsibilities for the Audit of theFinancial

Statements section of our report. We are independent of the Company in accordance withthe 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 financialstatements under the provisions of the Act and the rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the ICAI'sCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note - 42 of the Financial Statements which describes theuncertainties and the impact of COVID – 19 pandemic on the Company's operations andresults as assessed by the management. Our opinion is not modified in respect of thismatter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Inour opinion there are no reportable Key Audit Matters for the standalone financialstatements of the Company.

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

Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation.

The other information comprises the information included in the Management Discussionand

Analysis Board's Report including Annexures to Board's Report Business ResponsibilityReport Corporate Governance and Shareholder's Information but does not include thestandalone financial statements and our auditor's report thereon.

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

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.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the

Act with respect to the preparation of these standalone financial statements that givea true and fair view of the financial position financial performance changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified underSection 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate implementation and maintenance of accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statement 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. Those Board of

Directors are also responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

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

? Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

? Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

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

? Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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 auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

? Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 and 4 of the order.

2. As required by Section 143 (3) ofthe Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit. b. In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; c. The balance sheet the statement of profit and loss and thecash flow statement 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 IndianAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014; e. On the basis of the written representations receivedfrom the directors as on 31stMarch 2021taken on record by the Board ofDirectors none of the directors is disqualified as on 31stMarch 2021from beingappointed as a director in terms of Section 164 (2) of the Act; f. With respect to theadequacy of the internal financial controls overfinancial reporting of the Company and theoperating effectiveness of such controls refer to our separate report in "AnnexureB"; and g. With respect to the other matters to be included in the Auditor's Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion and to the best of our information and according to the explanations given to us:i. the Company has disclosed the impact wherever necessary of pending litigations on itsfinancial position in its financial statements; ii. ii. The Company did not have anylong-term contracts including derivatives contracts for which there were any materialforeseeable losses; iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

3. With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act: In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribedother details underSection 197(16) whichare required to be commented upon by us.

ForDhirubhai Shah & CoLLP
Chartered Accountants
Firm's registration number: 102511W/W100298
Sd/-
Anik S Shah
Partner
Membership number:140594
UDIN:21140594AAAAPS9055
Place: Vadodara
Date:31stMay2021

Annexure-A to the Auditors' Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone financial statements for the year ended 31stMarch 2021 wereport that:

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

b. The Company has a regular program of physical verification of its fixed assets. Inaccordance with this program fixed assets were verified during the year and no materialdiscrepancies were noticed on such verification. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets.

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 areheld in the name of the Company.

(ii) As explained to us the inventories have been physically verified during theyear by the management. In our opinion the frequency of verification is reasonable.Discrepancies noticed on physical verification of inventory as compared to book recordswere not material.

(iii) The Company has not granted any loans secured or unsecured to companiesfirms or other parties covered in the register maintained under section 189 of theCompanies Act and therefore the provisions of clauses (iii)(a) & (iii)(b) of theOrder are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to usthe Company has complied with the provisions of section 185 and 186 of the Act withrespect to the loans and investments made.

(v) In our opinion and according to the information and explanations given to usthe Company has not accepted any deposits covered by the provisions of Sections 73 to 76or any other relevant provisions of the Companies Act 2013 and the rules framed thereunder.

(vi) In our opinion and according to the information and explanations given to usand based on books of account maintenance of cost records under section 148(1) of theCompanies Act 2013 is not applicable to the company and hence paragraph 3(vi) of theOrder is not applicable.

(vii) (a) The Company is regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax cess Goods and Service Tax and any otherstatutory dues with the appropriate authorities.

According to the information and explanations given to us in our opinion no undisputedamounts payable in respect of statutory dues including Provident Fund Employees' StateInsurance Income Tax Value Added Tax Central Sales Tax Wealth Tax Service Tax CustomDuty ExciseDuty CessGoods and Service Taxand other statutory dues applicable to it werein arrears as at the balance sheet date for a period of more than six months from the datethey became payable.

(b) According to the information and explanations given to usand records of the companyexamined by us the following dues of income tax and duty of excise as at March 31 2021which have not been deposited by the Company on account of any disputes.

Financial period to which it relates Act Nature of Dues Forum where dispute is pending Amount (Rs. In Lacs)
A.Y. 2009-2010 Income Tax Act 1961 Disallowance under Business Income Income Tax Assessing Officer 2.61
A.Y. 2014-2015 Income Tax Act 1961 Disallowance under Business Income CIT(Appeals) 50.43
A.Y. 2015-2016 Income Tax Act 1961 Disallowance under Business Income CIT(Appeals) 88.33
A.Y. 2017-2018 Income Tax Act 1961 Disallowance under Business Income Income Tax Assessing Officer 16.32
A.Y. 1998-1999 The Central Excise Act 1944 Disallowed MODVAT credit taken on capital goods Joint Commissioner of Central Excise Surat - II 4.94
A.Y. 1998-1999 The Central Excise Act 1944 Excise duty on blended yarn Dy. Commissioner of Central Excise and Custom Ankleshwar 2.73
A.Y. 2004-2008 The Central Excise Act 1944 Excise duty on Polyester Tops Central Excise and Customs Appellant Tribunal Ahmedabad 200.64
A.Y. 2008-2009 The Central Excise Act 1944 Excise duty on Polyester Tops Central Excise and Customs Appellant Tribunal Ahmedabad 2.47
A.Y. 2009-2010 The Central Excise Act 1944 Excise duty on Polyester Tops Central Excise and Customs Appellant Tribunal Ahmedabad 3.31

defaulted in repayment of dues to afinancial institution banks Government ordebenture holder during the year.

(ix) The company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) andterm loans during the year. According tofurther information and explanations given to us the term loans raised during theyearwere applied for the purpose for which those were raised.

(x) Based upon the audit procedures performed and according to the information andexplanations given by the management we report that no fraud on or by the Company hasbeen noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to usthe Company is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableInd AS.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has complied with the provisions ofsection 42 of the Companies Act 2013 in respect of preferential allotment of sharewarrants and its subsequent conversion to equity shares (at the issue price of Rs. 150 pershare which includes Rs. 140 as security premium and Rs. 10 as face value of theshare).During the year Promoters and Promoters group holdingsharewarrants havefullyconvertedtheirwarrants into equity shares. The amount so raised have been used forthe purpose for which the amount was raised.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable. (xvi) The Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934.

ForDhirubhai Shah & CoLLP
Chartered Accountants
Firm's registration number: 102511W/W100298
Anik S Shah
Partner
Membership number:140594
Place: Vadodara
Date:31stMay 2021

Annexure-B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Shri DineshMills Limited ("the Company") as of 31stMarch 2021in conjunction withour audit of the standalone financial statements of the Company for the year ended onthatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished bythe Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). 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 company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

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 standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

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 financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent 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 bedetected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2021 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.

ForDhirubhai Shah & CoLLP
Chartered Accountants
Firm's registration number: 102511W/W100298
Sd/-
Anik S Shah
Partner
Membership number:140594
Place: Vadodara
Date: 31st May 2021

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