Diksha Greens Ltd Auditor Reports

We have audited the financial statements of Drksha Greens Limited ("the Company") which comprise the balance sheet as at 31st March 2023, the statement of Profit and Loss and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its loss and its cash flows for the year 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 responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to note 25 of the financial statements, which indicates that due to losses the net worth of the Company is fully eroded and current liabilities of the Company exceeded its current assets. These events and conditions along with note 4, 6 and 26, indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Emphasis of Matter

We draw attention to

(i) The note no. 26 of the financial statements, which describes that during the financial year 2018-19 a major fire broke out at the premises of the companys factory on December 9, 2018, and due to fire the company has suffered loss of stock Rs. 146209634/- against which the Company raised the claim with the Insurance Company. As the claim is not accepted by the Insurance Company, the company is exploring the legal remedy for the loss. The company had already made full provision against such losses in the earlier financial year.

(ii) The note no. 4 and 6 of the financial statements, where the lender (Punjab & Sind Bank) has recalled the amount it given to the Company on 3rd June, 2019 and subsequently on 27th August, 2019 take the possession of immovable properties of the Company by issuing the possession notice for immovable property under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (second) Act, 2002.

The Company has also filed a securitization application to Honorable Debt Recovery Tribunal Kolkata (DRT-1) on 22.02.2022. The hearing on the matter is still going on.

(iii) The note no. 11.2 of the financial statements which describe that during the previous financial year, Company sold the current investment of Rs. 58,81,200/- to a related party. The outstanding proceeds of Rs. 44,67,393/- is still pending to recover from a related party.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there no key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report but does not include the financial statements and our auditors report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

Managements Responsibility for the financial statements

The Companys Board of Directors is responsible for the matters stated In section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also Includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the companys financial reporting process.

Auditors Responsibilities for the Audit of the financial statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design aud procedures that are appropriate In the circumstances. Under section 143(3)(l) of tti Companies act, 2013, we are also responsible for expressing our opinion on whether th company has adequate internal financial controls system in place and the operatfn effectiveness of such controls.

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

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

* Evaluate the overall presentation, structure and content of the financial statement: including the disclosures, and whether the financial statements represent the underlyin transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine thos matters that were of most significance in the audit of the financial statements of the currer period and are therefore the key audit matters. We describe these matters in our auditor¹ report unless law or regulation precludes public disclosure about the matter or when, i extremely rare circumstances, we determine that a matter should not be communicated i our report because the adverse consequences of doing so would reasonably be expected t outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued b the Central Government of India in terms of sub-section (11) of section 143 of th Companies Act, 2013, we give in the "Annexure-A" a statement on the matters specified i

(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 best c 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 th Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement deal with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

(e) The going concern matter described in "Material Uncertainty Related to Going Concern paragraph above, which in our opinion, may have an effect on the functioning of th Company as a going concern.

(f) On the basis of the written representations received from the directors as on 31st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as oi 3lst March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting c the Company and the operating effectiveness of such controls, refer to our separate Repor in "Annexure B".

(h) With respect to the other matters to be included in the Auditors 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 the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its Financial positioi in its financial statements - Refer Note 20 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts fo which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Educatioi and Protection Fund by the Company.

iv. (a) The management has represented that, to the best of their knowledge and belief other than as disclosed in the notes to the accounts, no funds have been advanced or loaned o invested (either from borrowed funds or share premium or any other sources or kind of funds by the company to or in any other person(s) or entity(ies), including foreign entitie: ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that th< Intermediary shall, whether, directly or indirectly lend or invest in other persons or entitie:

identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of their knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on audit procedures that has considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

(iv) During the year no dividend declared or paid by the company,

(v) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under rule 11(g) is not applicable to the Company

fnr thp financial vpar

For AMK 8t Associates

Chartered Accountants

FRN: 327817E

 

Bhupendra Kdmar Bhutia

Partner

M. No.: 059363 ,

UDIN: 0 J O* V*

Place: Kolkata

Date: 27th May, 2023

Annexure "A" to the Independent Auditors Report

Annexure to the Independent Auditors Report to the Members of Diksha Greens Limited referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Report of even date

(i) (a) A) The company is maintaining proper records showing full particulars, including

quantitative details and situation of Property, Plant and Equipment;

(B) There is no intangible asset in the Company as at the balance sheet date, hence reporting under clause (i)(a)(B) of the Order is not applicable.

(b) The Property, Plant and Equipment assets were not physically verified during the year by the Management, as the lender (Punjab & Sind Bank) has taken over the possession of the immovable assets after recall of the loan.

Accordingly, we are unable to give us view on any material discrepancies, if any.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of freehold land, are held in the name of the Company as at the balance sheet date, which are now in possession of the lender and updated status of titles are not known to us.

(d) The Company has not revalued any of its Property, Plant and Equipment during the year, hence reporting under clause (i)(d) of the Order is not applicable.

The Company does not have any Right of Use assets or intangible assets or both as at the balance sheet date.

(e) According to the information and explanations given to us, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) (a) There is no inventories in the books of accounts of the Company, as during the financial year a major fire broke out at the premises of the companys factory on December 9, 2018, and due to fire the company has suffered loss of stock Rs. 146209634 against which the Company raised the claim with the Insurance Company. As the claim is not accepted by the Insurance Company, the company is exploring the legal remedy for the loss. The company had alreadjun^de full provision against such losses in the earlier financial year. - fjx*\

(b) According to the information and explanations given to us, Punjab and Sind Bank (lender) had sanctioned working capital limits in excess of five crore rupees to the Company. However, lender has recalled the amount it given to the Company on 3rd June, 2019 and subsequently on 27th August, 2019 take the possession of immovable properties of the Company by issuing the possession notice for immovable property under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (second) Act, 2002, After recall of the loan by the lender, the Company has not filed any quarterly returns or statements to the lender, hence reporting under clause (ii) (b) of the Order is not applicable.

(iii) According to the information and explanations given to us, during the year the company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured to companies, firms, Limited Liability Partnerships or any other parties, hence reporting under clause (iii) of the Order is not applicable.

(iv) According to the information and explanations given to us, the Company has not, given loans, made investments, given guarantees, and provide security, accordingly provisions of sections 185 and 186 of the Companies Act is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

As informed to us, no order has been passed by the Company law Board and National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal against the company for any violation of deposit provisions.

(vi) The maintenance of cost records by the Company has not been specified by the Central Government under section 148(1) of the Companies Act, 2013,

(vii) According to the information and explanations given to us, in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Income tax, Goods and Service Tax, Provident Fund, Cess and other material statutory dues applicable to it to the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund Income- tax, Sales Tax, Service Tax, Goods and Service Tax, Cess and other material statutory dues in arrears as at 31 March, 2023 for a period of more than six months from the date they became payable.

c) Details of dues of Income Tax, Excise Duty and Value Added Tax which have not been deposited as on 31 March 2023 on account of disputes are given below:

Name of the Statue	Nature of Dues	Amount (Rs.) (Net of Deposit)	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	33,66,976/-	A.Y. 2011-12	C. I.T.( Appeal)
Income Tax Act, 1961	Income Tax	26,99,392/-	A.Y. 2012-13	C.I.T.(Appeal)
Central/State/Integrated Goods & Services Tax Act, 2017	Goods and Services Tax	4,43,85,872/-	F.Y. 2018-19	Joint Comm. Of State Tax, GST Appellate Authority, Kolkata, West- Bengal

(viii) According to the information and explanations given to us, not any transactions which are not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), hence reporting under clause (viii) of the Order is not applicable

(ix) (a) The Company had defaulted in repayment of loans and borrowings to the Punjab & Sind bank. The details of outstanding amounts as on 3lst March 2023 (inclusive of estimated interest for the period up to 31st March 2023) as per books of account, are as given below:

Nature of borrowing, including debt securities	Name of lender*		Amount not paid on due date (Rs. In Lakh)		Whether principal or interest		No. of days delay or unpaid		Remarks, if any
Cash Credit and Term Loan	Punjab & Sind bank		3443.48		Principal and Interest both		01.04.2019 to 31.03.2023		The lender (Punjab & Sind Bank) has recalled the amount it given to the Company on 3rd June, 2019 and subsequently on 27th August, 2019 take the possession of immovable properties of the Company by issuing the possession notice for immovable property under Securitisation and
										Reconstruction of Financial Assets and Enforcement of Security Interest (second) Act, 2002. The matter is pending before the Debt Recovery Tribunal, Kolkata.

(b) According to the information and explanation given to us, the company is not a declared willful defaulter by any bank or financial institution or other lender.

(x) According to the information and explanations given to us, no money was raised by way of initial public offer or further public offer (including debt instruments) during the year, hence reporting under clause (x) of the Order is not applicable

(xi) (a) According to the information and explanations given to us no such fraud by the company or any fraud on the company has been noticed or reported during the year.

(b) During the year, no fraud by the company or any fraud on the company has been noticed or reported, accordingly no such report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;

(c) According to the information and explanations given to us, the Company has no mechanism or policy for whistle-blower complaints to lodge. As represented to us by the management, there are no whistle blower complaints received by the company during the year.

(xii) The Company is not a Nidhi Company, hence reporting under clause (xii) of the Order is not applicable.

(xiii) All transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards, except sale of current investments of Rs. 44,67,393/- to a related party by the Company during the financial year.

(xiv) In our opinion and based on our examination, though die company is required to have an internal audit system under section 138 of the Act, it does not have the same established for the year.

(xv) According to information and explanations given to us and based on our examination of the records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with its directors and hence the provisions of section 192 of Companies Act are not applicable to the Company.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. As represented to us by the management, the group has no CIC.

(xvii) The company has incurred cash losses of Rs. 291.11 Lacs in the financial year and Rs. 1915.17 Lacs in the immediately preceding financial year.

(xviii) There has not been any resignation of the statutory auditors during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, the auditor is of the opinion that there is a material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date;

(xx) According to the information and explanations given to us, provisions of section 135 are not applicable to fine Company as the Company is not the meeting the criteria of applicability as prescribed in section 135, hence reporting under clause (xx) of the Order is not applicable.

For AMK & Associates

Chartered Accountants

FRN: 3278176

 

Bhupendra Kumar Bhutia

Partner

M.No.: 059363

UDIN:

Place: Kolkata

Date: 27th May 2023

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

Annexure to the Independent Auditors Report to the Members of Diksha Greens Limited referred to in paragraph 2 (g) of Report on Other Legal and Regulatory Requirements in our Report of even date.

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

We have audited the Internal financial controls over financial reporting of Diksha Greens Limited as of March 31, 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in ail material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding

of interna! financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of interna! control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on "the internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

For AMK & Associates

Chartered Accountants

FRN: 327817E

 

Bhupendra Kumar Bhutia

Partner

M. No.: 059363 ^

Piace: Kolkata

Date: 27th May 2023