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Ambani Organics Ltd.

BSE: 535097 Sector: Industrials
NSE: AMBANIORG ISIN Code: INE00C501018
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Ambani Organics Ltd. (AMBANIORG) - Auditors Report

Company auditors report

To

The Members of

Ambani Organics Limited

Opinion

We have audited the standalone financial statements of Ambani Organics Limited("the Company") which comprise the balance sheet as at 31st March 2022 and thestatement of profit and loss and statement of cash flows for the year then ended March2022 and a summary of the significant accounting policies and other explanatoryinformation (herein referred to as "financial Statement").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 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 March 31 2022 and its profit and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 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 opinion on the financialstatement.

Key Audit Matter:

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

Key Audit Matter How our Audit addressed the Key Audit Matter
Valuation of Inventories We refer of financial statement's accounting principles on inventories and related disclosure in the Note 15. To Address the risk for material error on inventories our audit procedure included amongst other:-
At the Balance sheet date the value of inventory amounted to INR 21.35 Crores. Inventories were considered as a key audit matter due to the size of balance and because inventory valuation involves management judgment. According to Financial statement inventories are measured at the lower of cost of NRV. • Assessing the compliance of company's accounting policies over inventory with applicable accounting standards.
• Assessing the inventory valuation processes and practices. At Location we tested the effectiveness of the key controls.
• Assessing the analyses and assessment made by management with respect to slow moving and obsolete stock.
We assessed the adequacy of the company's disclosure related to inventory.

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

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone financial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance (changes in equity) and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements the Board of Directors 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 unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the standalonefinancial statements 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. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure 1 statement on the matters specified inparagraphs 3 and 4 of the Order to the 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct.

(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 2". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

(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:

(a) The Company does not have any pending litigations which would impact its financialposition.

(b) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

(c) There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

THE ANNEXURE REFEREED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS

OF THE COMPANY ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31st MARCH 2022

Re: Ambani Organics Limited (‘the Company')

On the basis of such checks as we considered appropriate and in terms of theinformation and explanations given to us during the course of our audit we report that:

I) (a) (A) The company has maintained proper records showing full particularsincluding quantitative details and situation of property plant and equipment;

(B) The company has maintained proper records showing full particulars of intangibleassets;

(b) The Company has a program of verification to cover all the items of fixed assets ina phased manner which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program certain fixed assets werephysically verified by the management during the year. According to the information andexplanations given to us no material discrepancies were noticed on such verification.

(c) According to information & explanations given to us the records examined by usand based on the examination of the conveyance deeds / registered sale deed provided tous we report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate. In respect of immovable properties of land and building that have been taken onlease and disclosed as fixed assets in the standalone financial statements the leaseagreements are in the name of the Company.

(d) The Company has not revalued any of its Property Plant and Equipment (includingright of-use assets) and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending against theCompany as at March 31 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

II) (a) The inventories have been physically verified at reasonable intervals duringthe year by the management. The discrepancies noticed on physical verification between thephysical stock and book records were not material and have been properly dealt with in thebooks of accounts.

(b) During the year Company has sanctioned working capital in excess of five crorerupees from banks or financial institutions on the basis of security of current assets andsubmitted the required returns with the banks which are in agreement of the books ofaccounts of the Company.

III) The Company has made investments in companies and granted unsecured loans to otherparties during year in respect of which:

(a) i) The Company has provided loans or advances to its subsidiaries during the yeardisclosure regarding the same is as given below:

Particulars During the year Total outstanding at year end
To subsidiaries 268808/- 14689641/-

ii) The Company has not provided any loans or advances in nature of loans to otherentities during the year.

(b) In our opinion the investments made and the terms and conditions of the grant ofloans during the year are prima facie not prejudicial to the Company's interest.

(c) There is no repayment schedule for payment of principle and interest between boththe companies hence clause (d) and (e) is not applicable.

(f) The Company has granted loans or advances in the nature of loans without specifyingany terms or period of repayment during the year details of which has been given below:

Aggregate amount % of total loans granted Aggregate amount of loans granted to promoters or other related parties
268808/- 100% 268808/-

IV) In our opinion and according to the information and explanations given to us theCompany has been complied with the provisions of Sections 185 and 186 of the Act inrespect of grant of loans making investments and providing guarantees and securities asapplicable.

V) The Company has not accepted deposits during the year and does not have anyunclaimed deposits as at March 31 2022 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company.

VI) We have broadly reviewed the books of account maintained by the Company pursuant tothe rules prescribed by the Central Government for maintenance of cost records underSection 148(1) of the Act and are of the opinion that prima facie the prescribed accountsand records have been made and maintained. However we have not made a detailedexamination of the records.

VII) (a) The Company has generally been regular in depositing undisputed statutorydues including Provident Fund Employees' State Insurance Income Tax Goods and ServiceTax Customs Duty Cess and other material statutory dues applicable to it with theappropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income Tax Goods and Service Tax Customs Duty Cess and other materialstatutory dues in arrears as at March 31 2022 for a period of more than six months fromthe date they became payable.

VIII) There were no transactions relating to previously unrecorded income that havebeen surrendered or disclosed as income during the year in the tax assessments under theIncome Tax Act 1961 (43 of 1961).

IX) (a) The Company has not defaulted in repayment of loans or other borrowings or inthe payment of interest thereon to any lender hence the reporting under this sub-clause isnot required.

(b) The Company has not been declared wilful defaulter by any bank or financialinstitution or government or any government authority.

(c) No term loans were applied for the purpose other than for which it has beenobtained therefore no reporting under this sub-clause is required.

(d) No funds raised on short term basis has been applied for the long term purposetherefore no reporting under this sub-clause is required.

(e) The company has not taken any funds from any entity or person on account of or tomeet the obligation of its subsidiaries therefore no reporting under this sub-clause isrequired.

(f) The company has not raised any loans during the year on the pledge of securitiesheld in subsidiaries hence no reporting under this sub-clause is required.

X) (a) The Company has not raised money by way of initial public offer or furtherpublic offer (including debt instruments) during the year and hence reporting under clause3(x)(a) of the Order is not applicable.

(b) During the year the Company has made preferential allotment or private placementof shares (fully) and complied with the provision of sections 42 and 62 of the companiesact 2013 and the fund raised have been used for the purpose for which the fund was raised.

XI) (a) No fraud by the Company and no material fraud on the Company has been noticedor reported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filedin Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government during the year and upto the date of this report.

(c) No whistle blower complaints has been received by the Company during the year andup to date of this audit report.

XII) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

XIII) In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

XIV) (a) In our opinion the Company has an adequate internal audit system commensuratewith the size and the nature of its business.

(b) We have considered the internal audit reports for the year under audit issued tothe Company during the year and till date in determining the nature timing and extent ofour audit procedures.

XV) In our opinion during the year the Company has not entered into any non-cashtransactions with its Director or persons connected with its directors and henceprovisions of section 192 of the Companies Act 2013 are not applicable to the Company.

XVI) (a) In our opinion the Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause 3(xvi)(a) (b)and (c) of the Order is not applicable.

(b) In our opinion there is no core investment company within the Group (as defined inthe Core Investment Companies (Reserve Bank) Directions 2016) and accordingly reportingunder clause 3(xvi)(d) of the Order is not applicable.

XVII) The Company has not incurred cash losses during the financial year covered by ouraudit and the immediately preceding financial year.

XVIII) There has been no resignation of the statutory auditors of the Company duringthe year.

XIX) On the basis of the financial ratios ageing and expected dates of realization offinancial assets and Payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting. The assumptions nothing has come toour attention which causes us to believe that any material Uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its Liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tofuture viability of the Company. We further state that our reporting is based on the factsup to the date of the audit report and we neither give any guarantee nor any assurancethat all liabilities falling due within a period of one year from the balance sheet datewill get discharged by the Company as and when they fall due.

XX) The Company is not covered under section 135 of Companies Act 2013 for CorporateSocial Responsibility hence reporting under this clause is not required.

ANNEXURE 2 TO THE AUDITORS' REPORT

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

We have audited the internal financial controls over financial reporting of AmbaniOrganics Limited ("the Company") as of 31 March 2022 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Board of Directors are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance

With generally accepted accounting principles and that receipts and expenditures ofthe company are being made only in accordance with authorizations of management anddirectors of the company and Provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not 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.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Shambhu Gupta & Co. Chartered Accountants
Firm Registration Number: 007234C
CA. Rajkumar Khatod Partner
Membership No: 133612
UDIN: - 223133612AJWLAB9583
Place: Mumbai
Date: May 30th 2022

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