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Tayo Rolls Ltd.

BSE: 504961 Sector: Engineering
NSE: TATAYODOGA ISIN Code: INE895C01011
BSE 00:00 | 16 Aug 75.20 -3.65
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NSE 05:30 | 01 Jan Tayo Rolls Ltd
OPEN 74.95
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VOLUME 41864
52-Week high 208.50
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P/E
Mkt Cap.(Rs cr) 77
Buy Price 0.00
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OPEN 74.95
CLOSE 78.85
VOLUME 41864
52-Week high 208.50
52-Week low 52.10
P/E
Mkt Cap.(Rs cr) 77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tayo Rolls Ltd. (TATAYODOGA) - Auditors Report

Company auditors report

To the Members of TAYO Rolls Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the standalone financial statements of Tayo Rolls Limited (the‘Company') which comprise the Balance Sheet as at 31st March 2021 and theStatement of Profit and Loss the Statement of Changes in Equity and the Statement of CashFlows for the year then ended and notes to the Standalone financial statements includinga summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us except for the matters described in Basis for Qualified Opinion the aforesaidstandalone financial statements give the information required by the Companies Act 2013(the ‘Act') in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2021 and profit changes in equity and its cash flows for theyear ended on that date.

Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Companies Act 2013 (the ‘Act'). Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Financial Results 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 ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and the rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our qualified opinion on thestandalone financial results.

We draw attention to the matters described below the effect of which individually orin aggregate are material and pervasive to the Standalone Ind AS financial results andmatters where we are unable to obtain sufficient and appropriate audit evidence. Theeffects of matters so described which could be reasonably determined and quantified aregiven therein. Our opinion is qualified in respect of these matters:

1. We refer to the Note 2.24 to Financial Statements; the company has excluded Incomeearned and expenses incurred since the inception of CIRP as these CIRP expenditures arepayable by Resolution Applicant as per Section 30 (2) or in case of liquidation the samewill be paid from the liquidation proceeds as per Section 53 of the IBC 2016.Accordingly the CIRP expenses and income booked in the previous year have also beenreversed and have been credited to Retained Earnings as prior period adjustment in thecurrent year ended on 31st March 2021. The effect of such exclusion for the F.Y. 2019-20has been presented in the table below:

2019-2020

Dr Cr
Retained Earnings

-

211.35
Asset

-

797.46
Liabilities 946.56 -

This is a non-compliance of IND AS 8 which requires prior period adjustments in theyear of transaction in this case it should have been done in the F. Y. 2019-20.Accordingly the Assets of previous year is overstated by the amount mentioned in thetable above and Liabilities are also overstated. The same have been corrected in the F Y.2020-21.

2. As required by Standards on Auditing (SA's) we could not carry out physicalverification of inventories or fixed assets. Accordingly we could not obtain sufficientand appropriate audit evidence for adequacy and reasonableness of management estimates forfair valuation/net realizable value of various assets. These matters can have material andpervasive impact on the financial statement. Consequential impact if any of mattersdescribed below on recognition of certain components in financial statement including itspresentation/disclosure is currently not ascertainable. Certain such matters pertaining tomajor elements of financial statements are mentioned below:

a. Pending CIRP the company has not carried out impairment testing of tangible assetsin its entirety as at the balance sheet date. Basis the information and explanationprovided to us RP had carried out the physical verification of assets and also got thevaluation done once through Registered IBBI's valuer as per IBC2016 on 4th July 2019.

However no accounting impact was given based on the outcome of the valuation andphysical verification pending CIRP.

b. Pending CIRP the company has not carried out physical verification of its assets inits entirety as at the balance sheet date.

3. >As required by IND AS-21- The effects of changes in Foreign Exchange Ratesforeign currency monetary amounts should be reported using the closing rate. As referredin Note 35 of the financial statements the financial liabilities of USD 3 lakh have notbeen reported using the closing rate.

4. As per IND AS -36- Impairment of Assets at each reporting date the entity shouldtest whether there is any indication of any impairment of an asset. The accounting effectis to be given in the financial statements due to the impairment of the assets. Thecompany has not done the impairment testing during the period ended 31st March 2021.

5. As per IND AS -19- Employee Benefits the company is required to go through theactuarial valuation of defined benefit obligation or fair value of any related plan assetsand the accounting effect of actuarial gains and losses is required to be given in thefinancial statements. Since inception of CIRP the company has not done any actuarialvaluation.

6. As per IND AS-107 109 32 36 16- Fair Value of assets and liabilities is to bedetermined at each reporting date or the circumstances as mentioned in those standards.For the fair valuation of assets and liabilities the fair value is to be calculated asper IND AS -113-Fair Value measurement. Since inception of CIRP the company has not donethe fair valuation of assets and liabilities in the financial statements during thecurrent financial year.

7. We refer to Note 2.2 of Notes to Financial Statements; the Company is not inoperation since September 2016. The net worth of the Company has already been eroded. Aresolution plan submitted by JSEB/JBVNL (one of COC members) for restructuring of thecompany and has been approved by COC and filed with Honorable NCLT Kolkata for itsapproval. However unless the same is approved the position of the company will notundergo a drastic favorable change. Considering these factors the going concernassumption is not appropriate for preparing the IND AS financial statements and the IND ASfinancial statements have been prepared other than going concern basis however noadjustments have been made to the carrying value of assets and liabilities and theirpresentation and classification in the Balance Sheet pending CIRP.

Emphasis of Matter

1. Resolution Plan

We draw attention to Note 2.2 to the standalone financial results wherein it has beendisclosed that during the year ended 31st March 2021 the Resolution Professional of theCompany received a Resolution Plan from one of the existing members of the Committee ofCreditors (COC) which was duly approved by the COC in its Twelfth meeting held on 21stFebruary 2020. Subsequently on 24th February 2020 the Application for Approval ofResolution Plan under section 30(6) and section 31(1) of the Insolvency and BankruptcyCode 2016 read with regulation 39 of IBBI (Insolvency Resolution Process For CorporatePerson) Regulation 2016 was filed by the Resolution Professional with Honorable NCLTKolkata for its approval which is still awaited. Under the standard auditing procedureswe verified the documents relating to this as provided to us and found the disclosureappropriate.

2. AGM for the Financial Year 2019-20

We draw attention to the Notes 39 of the Notes to the Financial Statements wherein ithas been stated that the Audited Financial Statements of the Company for the financialyear ended 31st March 2020 the reports of the Board of Directors/Resolution Professionaland the reports of the Auditor thereon were not approved and passed in the 52nd AnnualGeneral Meeting (AGM) of the Company held on 25th September 2020; also we continue to bethe auditors in terms of section 139(9) and 139(10) of the Companies Act 2013 as noauditor was appointed or re- appointed in the said AGM and the resolution of ourappointment was passed in the 6th CoC meeting on 26th August 2019.

3. COVID-19 impact

We further draw attention to Note 38 to the standalone financial results which explainsCOVID-19 that has caused significant disruptions in the business operations of companiesacross India and has caused significant accounting and auditing challenges. As the Companyis under CIRP there are no business operations being carried other than activitiesrelating to CIRP and therefore there was no significant movement in the inventories andfixed assets in the year ended 31st March 2021. The receivables of the Company arelargely from the Government authorities in the form of tax advances and input credits thecompany does not foresee any significant impact on their carrying amount because of theCOVID-19 pandemic. We as an auditor examined the same on the basis of relevant documentsconfirmations and alternate audit methods and found the same to be appropriate. Howeverthe actual results may differ depending upon future developments.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those that in our professional judgement were of mostsignificance in our audit of the standalone financial statements of the current year.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

We have determined the matters described below to be the key audit matters to becommunicated in our report.

1. Employee Cost and benefits

We draw attention to Notes 2.4 2.9 17 25 and 31 relating to Employee Cost andBenefits wherein it has been stated that as the Company is under CIRP theemployees/workers have become members of CoC from 5th April 2019 and their claims havebeen appropriately admitted by Resolution Professional. The operations of the company haveremained suspended and due to various reasons explained in Note 2.2 the financials havenot been prepared on the basis of going concern and hence there is no possibility forproviding for wages after 5th April 2019 which also cannot be included in CIRP cost afterthe commencement of CIRP under IBC 2016.

Our audit procedures did not reveal any observations of any material differences.

2. Borrowing Cost

We draw attention to Notes 2.8 16 and 26 relating to Borrowing Cost wherein it hasbeen stated that interest chargeable in normal course of business is 7.00% p.a. on theoutstanding unsecured borrowings which represents amounts received and repayable/due torelated parties of the Company. However as the CIRP process has been initiated asreferred in Note 2.2 and this amount due is of related party its priority for paymentranks last as per Waterfall Mechanism in IBC 2016 and is unlikely to be paid in view ofnon-availability of assets of the company. Accordingly no interest has been charged tothe profit and loss statement during the financial year ended 31st March 2021. Had thecompany made provisions of such interest during the year the provision would have beenfor Rs. 469.00 lakhs.

Our audit procedures did not reveal any observations of any material differences.

3. Contingent Liability

We further draw attention to Note 33 of the Notes to the Financial Statements whereinit has been disclosed that the Company's contingent liabilities towards the taxauthorities JSEB/JBVNL and others ceased to be contingent in nature after filing andadmission of their respective claims by Resolution Professional. After the admission oftheir claims they became the members of Committee of Creditors (CoC). However no effectsof such admitted claims have been given to in the financial statements for the year ended31st March 2021. Under the standard auditing procedures we verified the documentsrelating to this as provided to us and found the disclosure appropriate.

Our audit procedures did not reveal any observations of any material differences.

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

The Company's Board of Directors/Resolution Professional is responsible for the otherinformation. The other information comprises the information included in the annualreport but does not include the standalone financial statements and our auditor's reportthereon.

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 ouraudit of the standalone financial statements our responsibility is to read the otherinformation and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard except the factthat the company has not followed many of it's accounting policies as stated under Note 2of the Notes to the Financial Statements on account of ongoing CIRP which have alsobeen although appropriately disclosed by the management.

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

The Company's Board of Directors/Resolution Professional are responsible for thepreparation of these standalone financial results that give a true and fair view of thefinancial statements and other financial information in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standardsprescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial results that give a true and fair view and are free from material misstatementwhether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors/Resolution Professional are also responsible for overseeingthe Company's financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalonefinancial results as a whole are free from material misstatement whether due to fraud orerror and to issue an auditor's report that includes our opinion. Reasonable assurance isa high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in aggregatethey could reasonably be expected to influence the economic decisions of users taken onthe basis of these standalone financial results.

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 standalonefinancial results whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol;

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances but not for the purposeof expressing an opinion on the effectiveness of the Company's internal controls; Evaluatethe appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the Board of Directors/Resolution Professional;

• Conclude on the appropriateness of consideration that going concern assumptiondoes not hold good considering the fact that the CIRP process is continuing against theCompany.If we conclude that a material uncertainty still exists we are required to drawattention in our auditor's report to the related disclosures in the standalone financialresults or if such disclosures are inadequate to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date of our auditor's report. Howeverfuture events or conditions may cause the Company to cease to continue as a going concern;and

• Evaluate the overall presentation structure and content of the standalonefinancial results including the disclosures and whether the standalone financial resultsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 where applicable and unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso 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 2016 (the ‘Order')issued by the Central Government in terms of Section 143(11) of the Act we give in the Annexure‘A' a Statement on the matters specified in paragraphs 3 and 4 of the Order tothe extent applicable. .

2. 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 bestof 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 theCompany so far as it appears from our examination of those books;

c) the Balance Sheet the Statement of Profit and Loss the Statement of Changes inEquity and the Statement of Cash Flows dealt with by this Report are in agreement with thebooks of account;

d) in our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act except as stated in Note 2.1to the standalone financial statements and as reported under the basis of qualifiedopinion;

e) on the basis of the written representations received from the directors/resolutionprofessional as on 31st March 2021 taken on record by the Board of Directors/ResolutionProfessional none of the directors is disqualified as on 31st March 2021 from beingappointed as a director in terms of Section 164 (2) of the Act. However because of theongoing CIRP the powers of the Board of Directors are suspended as informed in Note 2.2to the standalone financial statements.

f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure ‘B';

g) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i) the Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements (Refer Note 33 to the standalone financialstatements);

ii) the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses (Refer Note 34.2 to the standalonefinancial statements); and

iii) The company has unpaid and unclaimed dividends and matured fixed deposit as at31st March 2021 totalling to Rs. 0.58 lakhs as shown in the table below which isrequired to be transferred to the Investor Education and Protection Fund. As informed thesame has not been transferred by the company on account of some disputes. (Refer Notes 12and 34.3 to the standalone financial statements).

Particulars Amount Rs in lakh
Unpaid dividends 0.17
Unclaimed dividends 0.30
Unpaid matured fixed deposits 0.11
Total 0.58

 

For R U B S & CO.
Chartered Accountants
FRN: 014560C
By the hand of
Ranchi 30th June 2021 Satya Narayan Prasad
Partner
(Membership No. 065252)
UDIN: 21065252AAAAEC5936

Annexure "A" to the Independent Auditors' Report

Annexure to the Independent Auditors' Report to the Members of TAYO Rolls Limitedreferred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in ourReport of even date

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

b) The Company has not done physical verification of its fixed assets during thefinancial year. However the Resolution Professional had carried out the physicalverification of assets and also got the valuation done once through Registered IBBI'svaluer as per IBC2016 on 4th July 2019.However no accounting impact was given in thefinancial statements based on the outcome of the valuation and physical verification offixed assets. (Refer to the basis of qualified opinion of our main report.).

c) According to the information and explanations given to us the title deeds ofimmovable properties are in the name of the Company. However as the company is underCIRP The Resolution Professional communicated vide letter dated 22.11.2019 to the KeyManagerial Personnel to collect the information of the Fixed Assets of the company anddirected to handover all the movable and immovable assets in the possession of ResolutionProfessional. The Resolution Professional could not take the possession of the factorypremises as the factory of the company has no separate access and the same is surroundedby Tata Growth Shop (TGS) whose security is managed by TATA Steel Limited. The RP hasphysical possession of only Guest House and Registered office of the company which is inKolkata and Jamshedpur respectively. Regarding the possession of the factory premises ofthe company the RP has already filed 19(2) applications under the IBC before the Hon'bleNCLT Kolkata bench on 19.12.2019 which is still pending for disposal.

(ii) The Company has not done physical verification of its inventory during thefinancial year. However the Resolution Professional had carried out the physicalverification of assets and also got the valuation done once through Registered IBBI'svaluer as per IBC2016 on 4th July 2019.However no accounting impact was given in thefinancial statements based on the outcome of the valuation and physical verification offixed assets. (Refer tothe basis of qualified opinion of our main report.)

(iii) According to the information and explanations given to us the Company has notgranted loans secured or unsecured to companies firms limited liability partnerships orother parties covered in the register maintained under Section 189 of the Act.Accordingly the Paragraph 3(iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us the Company has notgranted any loan or given any guarantees or provided any security to the parties coveredunder Section 185 of the Act. Further the Company has not made any investment or givenany loan or given any guarantee or provided any security within the meaning of Section 186of the Act. Accordingly the Paragraph 3(iv) of the Order is not applicable to theCompany.

(v) The Company has not accepted any deposits from the public during the year to whichthe directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76and other relevant provisions of the Act and the rules framed thereunder apply.

The company has accepted deposits in past of which Rs 0.11 lakh has matured but thesame has not been paid.

(vi) The maintenance of cost records has been specified by the Central Government underSection 148(1) of the Act. As informed to us the Company is not required to maintain thecost records during the financial year ended 31st March 2021. Although the Company wererequired to do so in the earlier periods which being out of our scope and period have notbeen examined.

(vii) a) According to the information and explanations given to us the Company isgenerally regular in depositing undisputed statutory dues including income tax duty ofcustoms goods and services tax except under RCM payment method for advocate fees cessand any other statutory dues except provident fund employees' state insurance which havebeen suspended due to suspension of operations and ongoing CIRP (Refer Note 1 and 2.2 tothe standalone financial statements and our observations under paragraph Key Matter of ourmain report) where applicable to the appropriate authorities.

b) According to the information and explanations given to us there are no arrears ofoutstanding statutory dues booked as liability as at the last day of the financial yearfor a period of more than six months from the date they became payable.

c) As on 5th April 2019 (i.e. date of commencement of CIRP) the company had contingentliabilities towards Excise & Service Tax Sales Tax and I ncome Tax departments. Afterthe date of commencement of Corporate Insolvency Resolution Process (CIRP) Excise &Service tax and Sales Tax department had filed their claims and on admission of the claimamount they became the members of COC. Such statutory dues which were not deposited onaccount of dispute and the amount involved and the forum where dispute were pending (ReferNote 33 to the standalone financial statements) and their status thereof is as below:

Particulars Appealed at Amount Admitted amount under CIRP after Claim Remarks
Excise and Service Tax Asst. Commissioner & Commissioner Appeals 357.18 281.38 These contingent liabilities existed on the date of commencement of CIRP. However they became COC members after filing and admitting their claim. Hence they ceased to be contingent liability.
Sales Tax Jharkhand Commercial Taxes Tribunal & Jt. Commissioner (Appeals) 803.14 760.31
Income Tax Commissioner (Appeals) & High Court 180.61 - These contingent liabilities existed on the date of commencement of CIRP. However it did not file any claim upon commencement of CIRP. Hence the liability became un tenable and hence ceased to be contingent liability.
Total 1340.93 1041.69

(viii) According to the information and explanations given to us the Company has notdefaulted in repayment of loans or borrowings to financial institutions and banks. TheCompany has not taken any loans or borrowings from Government. The Company has not issuedredeemable debentures and hence there has not been any default in repayment .

(ix) According to the information and explanations given to us the Company has notraised monies by way of initial public offer or further public offer (including debtinstruments) and term loans during the year.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyfraud by the Company or any fraud on the Company by its officers or employees noticed orreported during the year nor have we been informed of such case by management.

(xi) The Company has not paid any managerial remuneration during the current financialyear. Accordingly paragraph 3 (xi) of the Order is not applicable

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

(xiii) According to the information and explanations given to us all the transactionswith the related parties are in compliance with Sections 177 and 188 of the Act whereapplicable. The relevant details of such related party transactions have been disclosed inthe standalone financial statements etc. as required under Indian Accounting Standard(Ind AS) 24 Related Party Disclosures specified under Section 133 of the Act. (Refer Note32 to the standalone financial statements)

(xiv) According to the information and explanations given to us the Company had notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year. Accordingly the Paragraph 3(xiv) of the Order isnot applicable to the Company.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with him duringthe year. Accordingly the Paragraph 3 (xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For R U B S & CO.
Chartered Accountants
FRN. 014560C
By the hand of
Satya Narayan Prasad
Partner
Place. Ranchi (Membership No. 065252)
Date. 30th June 2021 UDIN. 21065252AAAAEC5936

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirementsof our report of even date)

Report on the Internal Financial Controls under Section 143(3)(I) of the Companies Act2013

We have audited the internal financial controls over financial reporting of Tayo RollsLimited (the ‘Company') as of 31st March 2021 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.

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 by the Company considering the essential components of internal control statedin 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 adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to 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 (the‘Act').

Auditor's 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 and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. 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 theadequacy 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 judgement 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 internal financialcontrols system over 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 standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that: (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and Directors/Resolution Professional of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the standalone 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 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 conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

In our opinion to the best of our information and according to the explanations givento us read together with the basis of qualified report under our main report to thestandalone financial statements and our observations under paragraph Emphasis of Matter ofour main report the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as of 31st March 2021 based on theinternal control over financial reporting criteria established by the Company consideringthe ongoing CIRP and the essential components of internal control stated in the GuidanceNote issued by the ICAI except on the following matters:

a. Pending CIRP the company has not carried out impairment testing of tangible assetsin its entirety as at the balance sheet date. Basis the information and explanationprovided to us RP had carried out the physical verification of assets and also got thevaluation done once through Registered I BBI's valuer as per IBC 2016 on 4th July 2019.

However no accounting impact was given based on the outcome of the valuation andphysical verification pending CIRP.

b. Pending CIRP the company has not carried out physical verification of its assets inits entirety as at the balance sheet date.

c. As per IND AS-107 109 32 36 16- Fair Value of assets and liabilities is to bedetermined at each reporting date or the circumstances as mentioned in those standards.For the fair valuation of assets and liabilities the fair value is to be calculated asper IND AS -113-Fair Value measurement. Since inception of CIRP the company has not donethe fair valuation of assets and liabilities in the financial statements during thecurrent financial year.

For R U B S & CO.
Chartered Accountants
FRN: 014560C
By the hand of
Satya Narayan Prasad
Partner
Place: Ranchi (Membership No. 065252)
Date: 30th June 2021 UDIN: 21065252AAAAEC5936

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