We have audited the accompanying financial statements
of Insilco Limited (Under Liquidation) (“the Company"),
which comprise 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, and the profit, total
comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis for Qualified Opinion

We draw your attention to the following matters:

a) Refer Note 30 (a) to the financial statement is regarding
suspension of the Company’s manufacturing
operations due to rejection of the Company’s
applications for water and air consent approvals by
the U.P. Pollution Control Board (UPPCB) vide its order
dated October 22, 2019. The Company’s appeals
before the Special Secretary, Department of
Environment, UP have been dismissed by the Special
Secretary vide orders dated December 4, 2020. As
stated in the said note, the Board of Directors
recommended voluntary liquidation of the Company
and accordingly, use of the going concern basis of
accounting in the preparation of the financial
statements is considered inappropriate as there are
no realistic alternatives for resumption of the
Company’s operations and accordingly, the financial
statement for the year ended March 31, 2024 have
not been prepared on a going concern basis. Further,
as stated in Note 30 (b), with effect from June 25, 2021
the Company is under Voluntary Liquidation Process
subsequent to consent of the Board on May 31,2021
and approval of the shareholders and creditors of the
Company to voluntarily liquidate the Company and
appointment of a Liquidator in accordance with Section
59 of the Insolvency & Bankruptcy Code, 2016
(“Code”). Further, as described in notes 30 (c) to the
financial statement, future course of action, during the
voluntary liquidation process, being adopted for
realisation of the Company’s assets and settlement of

its liabilities might affect the classification and
consequential adjustments to the carrying values of
assets and liabilities of the Company, the impact of
which on the financial Statement cannot be ascertained
at this stage.

b) Refer Note 31 to the Statement regarding ongoing
proceedings before the Office of Deputy Labour
Commissioner/ Assistant Labour Commissioner (DLC/
ALC) in connection with claims of thirty-six ex¬
employees of the Company seeking their reinstatement
in the Company along with certain other reliefs from
the Company alleging that their services were illegally
terminated by paying the amount as per the Voluntary
Retirement Scheme (VRS) and that the VRS was not
specifically asked for by the employees.

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (“SA”s) 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
ethical 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 qualified opinion on
the financial statements.

Key Audit Matter

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.
Except for the matters described in the Basis for Qualified
Opinion section above, we have determined that there are
no other key matters to be communicated in our report.

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. The above reports are
expected to be made available to us after the date of this
auditor’s report.

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 identified above
when it becomes available 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.

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 scepticism
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.

• 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.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the financial
statements.

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.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We

describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.

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, except for the indeterminate effect
of the matters described in the Basis for Qualified
Opinion paragraph section of our report, 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, except for the indeterminate effect
of the matters described in the Basis for Qualified
Opinion paragraph section of our report, 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) The matters described in the Basis for Qualified
Opinion section of our report may have an
adverse effect on the functioning of the company.

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

g) The qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in the Basis for Qualified Opinion
section of our report.

h) 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”.

i) In our opinion and to the best of our information
and according to the explanations given to us,
the remuneration paid by the Company to its

directors during the year is in accordance with
the provisions of section 197 of the Act.

j) 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 has disclosed the impact of
pending litigations on its financial position
in its financial statements - Refer Note 24
to the financial statements.

ii. There is no such case for which the
Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses,
if any, on long term contracts including
derivative contracts.

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;

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 Shiv & Associates
Chartered Accountants
Firm Reg. No. 009989N

Sd/-

Manish Gupta
Partner

Membership No. 095518
UDIN: 24095518BKALDU9013

Place: New Delhi
Date: 29.05.2024