India Radiators Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2024

We have audited the accompanying financial statements of India Radiators Limited (“the Company”), which comprised the
Balance Sheet as at March 31,2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting
policies and other explanatory information (hereinafter referred to as “the financial statements”).

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 Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read 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 of the Company as at March 31,2024, the profit and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10)
of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s 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 (ICAI) together with the independence requirements that are relevant to our audit
of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report,
Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the financial
statements and our auditor''s 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 during
the course of our audit or otherwise appears to be materially misstated. Therefore we have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive
income, changes in equity and cash flows of the Company in accordance with the IND AS and other accounting principles
generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate 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 statements 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 Company''s 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.

The Board of Directors are responsible for overseeing the Company''s financial reporting process.

Auditor’s 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 auditor''s 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 financial controls relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such
controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor''s report to the related disclosures in the 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''s report. However,
future 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 statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of 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 the Company so far as it appears from our
examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in
Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

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

e) On the basis of the written representations received from the directors as on March 31,2024 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of
Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section
197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given
to us, no remuneration paid/provided by the Company to its directors during the year, Accordingly, reporting under clause
is not applicable to the Company.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

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

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material

either individually or in the aggregate) have been advanced or loaned or 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 or entity,
including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities 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 its knowledge and belief, no funds (which are material
either individually or in the aggregate) have been received by the Company from any person or entity, including
foreign entity (“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;

Based on the audit procedures that have been 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 (i) and (ii)
of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year Hence we have no comments on the compliance
with section 123 of the Companies Act, 2013.

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

(i) The Company has used an accounting software (Tally Prime Edit Log 3.0.1) for maintaining its books of accounts
for the financial year ended March 31,2024 which has a feature of recording Audit Trail.

(ii) The Audit Trail feature is Configurable and was enabled with effect from 28-04-2023 and thereon operated
throughout the year.

(iii) All the transactions recorded in the software are covered in the Audit Trail feature.

(iv) Further, during the course of our audit we did not come across any instance of the audit trail feature being
tampered with.

2. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of
Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Venkatesh & Co
Chartered Accountants
FR. No 004636S

CA Dasaraty V
Partner

Date:20-05-2024 M. No 026336

Place: Chennai UDIN: 24026336BKCZIR9959

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Sep 30, 2013

We have audited the accompanying financial statements of India Radiators Limited Limited ("the Company", which comprise the Balance Sheet as at September 30 2013, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Qualified Opinion

a. The Company has not evaluated the extent of impairment in the value of the fixed assets in accordance with the provisions of Accounting Standard-28-lmpairment of Assets.

b. The has ceased providing interest on term loan accepted frm PIPDIC from the date the loan becomes NPA. The same is not in accordance with Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent Assets.

Qualified Opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statement 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30,2013;

b) in the case of the Profit and Loss Account, of the Profit forthe year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Emphasis of Matter

Attention of the share holders is invited to the following:

a) Attention is invited to note No. 7 of Notes to the Balance Sheet and Profit and Loss A/c, wherein the company has settled the entire loan due to various banks / Financial institutions Under One Time Settlement scheme except loan due to PIPDIC.

b. Attention is invited to Note No. 1 of Notes to the Balance Sheet and Profit and Loss A/c wherein the company had been referred to the Board for Industrial and Financial Reconstruction due to suspension of operations and consequent erasion of Net -worth. The Company had been declared sick by Board for Industrial and Financial Reconstruction (BIFR) and has issued order for winding up. On appeal the AAIFR has remanded the matter to BIFR and the matter is pending before BIFR. In the meanwhile, the company has identified as investor who is willing to provide funds to settle the dues of all creditors and restart the Company and also brought in funds to settle the dues.

c) Attention is invited to Notes No.3 of notes to the Balance Sheet and Profit Loss A/c wherein the company has reached a settlement with workers union for payment of legal dues before the Labour Authorities. An Amount of Rs. 5.65 Crores has been provided for in the books of Accounts

d) Attention is invited to Note No 5 of notes to the Balance Sheet and Profit and Loss A/c. where by the deposits accepted from various parties have been by the promoters. Hence the entire amount has been classified as Unsecured Loan payable to Estate of Mr. V. Chidambaram.

e) The Balance amount of Rs. 39.176/- in Unclaimed Dividend account, which is outstanding from the period 1995-96 &1996-97 has been transferred to Central Government ''INVESTORS EDUCATION & PROTECTION FUND'' account.

f) The reconciliation of the balance with excise authorities of Rs. 9,78,507/- at Puzhal and Perungudi Unit (vide note 4 (a) is pending.

Report on Other Legal and Regulatory Requirements

1... As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Sub-Section (4A) of section 227 of the Companies Act, we Give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, we report that:

a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the Company in so far as appears from examination of those books;

c) the Balance Sheet, Statement of Profit and Loss dealt with by this report are in agreement with the books of account.

d) except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (32)of section 711 of the act

e) Since the company has not repaid the deposits accepted and interest thereon, the directors attracts disqualification u/s 274 (1)(g).The company has notified Form DDB before ROC. However, it was informed to us that the said deposits have been settled by a promoter viz., Mr. V. Chidambaram and hence the disqualification does not arise.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has its issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFEREDTO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

(i) (a) The company is maintained records, which has in general not been updated for many years. In some cases quantitative particulars and location of Fixed Asset have not been mentioned.

(b) The management has a reasonable system of physical verification at periodic intervals. In the absence of physical verification of assets at Puzhal plant, we are unable to comment on discrepancies and impact, that may arise on physical verification.

(c) Non of the fixed assets has been disposed off during the year.

(ii) The inventories as per books of accounts are nil. Hence this clause does not arise.

(iii) During the year, the company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained U/s. 301 which are prima facie not prejudicial to the interest of the company.

(iv) The company has neither carried out commercial production during the year nor entered into transactions involving purchase of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to sale of goods except on account of minor job works done during the year. Hence, we are unable to comment on the effectiveness of the internal control procedures.

(v) According to the information and explanation given to us, there were no purchase of goods, materials and services and sale of goods and materials made in purchase of contracts of arrangements to be entered in the register maintained under Section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits during the year. In respect of deposits accepted in the prior years, it was informed to us that the promoters had settled the dues with interest and the amount settled by promoters in the books of accounts.

(vii) According to the information and explanations given to us and based on the verification of books of accounts, there is no transaction except for same job works at Pondicherry. Hence, the company has not appointed any external audit firm or any staff to carry out the Internal Audit.

(viii) We are informed that the Central Government has not prescribed maintenance of Cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company.

(ix) According to the information and explanations given to us, and the books and records examined by us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Excise Duty, Customs Duty and Sales Tax were outstanding as at 30.09.2013 for a period pf more than six months from the date they became payable excepting Rs. 22,79,963/- in respect of Dales Tax deducted at source on salaries, contractors and interest.

(x) The accumulated losses of the company as on 30th September 2013 have exceeded 50% of the Net worth of the company. The company has incurred cash loss during the ear. However, there is no cash loss during the immediately preceding previous year.

(xi) During the year, the company has settled the loans accepted from various banks under one time settlement. However, the company has defaulted in repayment of term loan of Rs. 89 Lakhs due to PIPDIC.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Clauses relating to Chit Fund is not applicable to the said Company.

(xiv) The Company does not deal with trading of shares or other securities.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) As per the written representation received from the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) As per the information and explanations given to us the funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, The Company has not made any preferential allotment of shares tp the parties covered in the Register maintained U/s. 301 of the Company.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures and so the question of creating securities in respect of the debentures does not arise.

(xx) The company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

(xxi) As represented to us by the management and based on our examination in the normal course of audit, no material frauds on or by the Company have been noticed or reported during the year.

For P B Vijayaraghavan & Co.,

Charatered Accountants

Place : Chennai Firm Reg. No. 004721S

Dated : 4th October 2013

P.B.Santhanakrisrtnan

Partner,

M.No. 2C3774