To the Members of APAR Industries Limited
Report on the audit of the standalone Financial Statements
We have audited the accompanying Financial Statements of APAR Industries Limited("the Company") which comprise the Balance Sheet as at 31st March 2021 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year then ended and notes to theFinancial Statements including a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as " Financial Statements").
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 (the "Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2021 the net profit andtotal comprehensive income changes in equity and its cash flows for the year ended onthat date.
Basis for opinion
We conducted our audit of the Financial Statements in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial 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 independence requirements that are relevant to our audit of theFinancial Statements under the provisions of the Act and the Rules thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion on the Financial Statements.
Key audit matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Financial Statements of the current period. These matterswere addressed in the context of our audit of the Financial Statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.
|Sr. no Key audit matters ||Auditor's Response |
|1. Revenue Recognition including related rebates discounts sales returns ||To address this key audit matter our procedure included: |
|We have identified the following key areas for consideration of revenue recognition as key audit matters: || Obtaining an understanding of the accounting processes and relevant controls relating to the accounting of revenue and related costs |
| Cut-off procedures || |
| Accuracy of recognition measurement presentation and disclosures of revenues and other related balances in conformity with Ind AS 115 || Performing walkthroughs of the revenue recognition processes and assessed and tested the design effectiveness as well as operative effectiveness of key controls. |
| Recognition of related rebates discounts sales return etc. || Reviewing significant existing / new contracts/ orders to understand the terms and conditions and their impact on recognition of revenue. |
|The application of the Accounting Standard Ind AS 115 involves certain key judgements relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognised over a period. || Performing cut off tests to ensure appropriate accounting of revenue related to the accounting year under audit. |
|Additionally standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. || Assessing the adequacy of the Company's disclosures on revenue recognition as given in notes 25 and 47 to the Standalone Financial Statements. |
|Revenue is recognised net of accrual for sales returns rebates and discounts etc. The estimates relating to the accruals are important given the significance of revenue and considering the distinctive terms of arrangement with customers. || Performing analytical procedures for reasonableness of revenue disclosed by type and service offerings. With regard to rebates discounts sales returns: |
|These estimates are complex and requires significant judgement and estimation by the Company for establishing an appropriate accrual mechanism. Accuracy of revenues may deviate because of change in judgements and estimates. || We obtained Management's calculations for accruals and assessed the assumptions used with reference to the Company's commercial policies and the terms of the applicable contracts. |
|Revenue from operations (net of rebate discount sales return) for the year ended 31st March 2021 is Rs. 5960.82 crores (Refer Note 25 to the Standalone Financial Statements). || We assessed management analysis of the historical pattern of accruals to validate management's assumption for creation of such provisions and estimates made in the earlier years. |
| || We also performed analytical procedures to test the recording of revenue and the related costs in appropriate period Based on the procedures performed we consider that revenue and the related costs are fairly stated in the Standalone Financial Statements. |
|2. Litigations Provisions and Contingent Liabilities ||To address this key audit matter our procedures included |
|There are several litigations pending before various forums against the Company. These also include matters under various statutes and involves significant management judgement and estimates on the possible outcome of the litigations and consequent provisioning thereof or disclosure as contingent liabilities. ||Obtaining from the management details of matters under disputes including ongoing and completed tax assessments demands and other litigations. |
|We identified this as a key matter as the estimate of these judgement and high estimation uncertainty. (Refer Note 45 to the Standalone Financial Statements) || Evaluation and testing of the design of internal controls followed by the Company relating to litigations and open tax positions for direct and indirect taxes and process followed to decide provisioning or disclosure as Contingent Liabilities; |
| || Discussing with Company's legal team and taxation team for sufficient understanding of on-going and potential legal matters impacting the Company. |
| || We also involved our firms internal experts to evaluate the management's underlying judgements in making their estimates with regard to such matters. |
The Company's Board of Directors is responsible for the Other Information. The OtherInformation comprises the information included in Director's Report including AnnexuresManagement Discussion and Analysis Report Corporate Governance Report and Shareholder'sInformation but does not include the Financial Statements and our auditor's reportthereon.
Our opinion on the Financial Statements does not cover the Other Information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements our responsibility is to readthe Other Information identified above when it becomes available and in doing soconsider whether the Other Information is materially inconsistent with the FinancialStatements or our knowledge obtained in audit or otherwise appears to be materiallymisstated.
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.
Responsibilities of Management and Those Charged with Governance for the FinancialStatements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these Financial Statements that givea true and fair view of the financial position financial performance total comprehensiveincome changes in equity and cash flows of the Company in accordance with the Ind AS andother accounting principles generally accepted in India including the accountingStandards specified under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Financial Statements that give a true and fair viewand are free from material misstatement whether due to fraud or error;
In preparing the Financial Statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeing the company's financialreporting process.
Auditor's Responsibilities for the Audit of 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 FinancialStatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control;
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 onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness 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;
Materiality is the magnitude of misstatements in the Financial Statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the Financial Statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the Financial Statements.
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 with those charged with governance we determine thosematters that were of most significance in the audit of the Financial Statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.
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 (including Other ComprehensiveIncome) the Statement of Changes in Equity and Cash Flow Statement dealt with by thisreport are in agreement with the relevant books of account;
(d) In our opinion the aforesaid Financial Statements comply with the IndianAccounting Standards specified under Section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended.
(e) On the basis of the written representations received from the directors as on 31stMarch 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in terms of Section164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B";
(g) With respect to the other matters to be included in the Auditor's Report inaccordance with 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 explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act;
(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its financialposition in its Financial Statements-Refer Note 45 to the Financial Statements;
ii) The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses;
iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
iv) i. The Management has represented that to the best of it's knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany 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;
ii. The Management has represented that to the best of it's knowledge and belief nofunds have been received by the Company from any person(s) or entity(ies) includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and
iii. Based on such audit procedures that we have considered reasonable and appropriatein the circumstances; nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) contain any material mis-statement.
v. In respect of dividend declared or paid during the year the Company has compliedwith the Section 123 of the Companies Act 2013.
For C N K & Associates LLP
Firm Registration No. 101961W/W-100036
Membership no. 037391
Mumbai 31st May 2021.
Annexure 'A' to the Independent Auditor's Report
(Referred to in Para 1 Report on Other Legal and Regutory Requirements' in ourIndenpendent Auditor's Report to the members of the Company on Standalone FinancialStatement for the year ended 31st march 2021)
(I) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets;
(b) As informed to us physical verification of fixed assets could not be undertaken bythe Company at the year-end in view of the lockdown. We are therefore unable to comment ondiscrepancies if any as compared to book records.
(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the confirmations from the banks provided to us wereport that the title deeds comprising all the immovable properties which are freeholdand leasehold are held in the name of the Company as at the Balance Sheet date;
(II) As per the information and explanations given to us the Company has carried outphysical verification of inventory during the year/at year end. In our opinion thefrequency of verification is at reasonable intervals. The discrepancies observed onphysical verification which in our opinion are not material have been appropriatelydealt with in the books of account.
(III) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theAct. Accordingly para 3(iii) of the Order is not applicable to the Company for the yearunder audit;
(IV) According to the information and explanations given to us the Company hascomplied with the provisions of sections 185 and 186 of the Act in respect of grant ofloans making investments and providing guarantees and securities as applicable.
(v) The Company has not accepted any deposits during the year to which the provisionsof sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and therules framed thereunder are applicable. According to the information and explanationsgiven to us no order has been passed by the Company Law Board or National Company LawTribunal or the Reserve Bank of India or any Court or any other Tribunals in this regardin the case of the Company.;
(VI) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Act. We have broadly reviewed the cost records maintained by theCompany pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended andprescribed by the Central Government under sub-section (1) of Section 148 of the Act andare of the opinion that prima facie the prescribed cost records have been made andmaintained by the Company. We have however not made a detailed examination of theseaccounts and records with a view to determine whether they are accurate or complete.
(VII) According to the information and explanations given to us in respect ofstatutory dues:
(a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund income-tax Goods and Service Tax (GST) customduty cess and other statutory dues. Except for municipal taxes of Rs 0.85 crore thereare no undisputed statutory dues outstanding as at 31st March 2021 for aperiod of more than six months from the date they became payable;
(b) According to the information and explanations given to us and the records examinedby us the statutory dues not deposited on account of disputes pending before appropriateauthorities are as under:
|Name of Statute ||Nature of Dues ||Amount ( Rs .in crore) ||Period to which the amount relates ||Forum from where the dispute is pending |
|The Central Sales Tax Act 1956 ||Value Added Tax/ Sales Tax/Central Sales Tax/Entry Tax ||0.13 ||1998-99 2001-02 to 2004-05 & 2010-11 ||Comm. Tax Officer |
| || ||0.06 ||2011-12 & 2012-13 ||Dy. Comm. (appeal) |
| || ||0.21 ||2015- 16 & 2016- 17 ||Joint comm.(appeal) |
| || ||0.13 ||2013-14 ||Addl. Commissioner |
| || ||5.44 ||2002-03 2004-05 2006-07 2011-12 to 2013-14 ||Commissioner |
| || ||5.81 ||1998-99 2006-07 2008- 09 2009- 10 2015-16 to 2017-18 ||Tribunal |
|Central Excise Act 1944 ||Excise duty (Including interest and penalty thereon) ||0.00 ||2004-05 to 2006-07 ||Comm. (Appeals) |
| || ||1.33 ||2012-13 to 2016-17 ||Tribunals |
| || ||0.02 ||2017-2018 ||Jt. Secretary to GOI |
|Goods and Service Tax Act 2017 ||Goods and Service Tax ||21.73 ||2017-18 to 2020-21 ||Gujarat AAAR |
|Finance Act 1994 (Service Tax) ||Service Tax ||2.40 ||2005-06 to 2007-08 ||Comm. (Appeals) |
|Customs Act 1962 ||Custom Duty ||0.86 ||1999-2000 ||Tribunal |
| || ||1.05 ||1999-2000 to -2005-06 ||High Court |
|Income Tax Act ||Income Tax ||11.03 ||2015-16 to 2016-17 ||Comm. Of Income Tax Appeals |
(VIII) Based on our audit procedure and according to the information and explanationgiven by the management we are of the opinion that the Company has not defaulted inrepayment of dues to banks. The Company has not issued any debentures.
(IX) According to the information and explanations given to us the Company has notraised money by way of initial public offer or further public offer or further publicoffer including debt instruments. In our opinion the term loans availed during the yearhave been applied for the purpose for which they were raised.
(X) During the course of our examination of the books of account and records of theCompany carried out in accordance with the generally accepted auditing practices in Indiaand according to the information and explanations given to us we have neither came acrossany incidence of fraud on or by the Company noticed or reported during the year nor wehave been informed of any such case by the management.
(XI) In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.
(XII) In our opinion and according to the information and explanation given to us theprovisions related to Nidhi Company are not applicable to the Company.
(XIII) In our opinion and according to the information and explanations given to usthe Company 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 Financial Statements as required by the applicableaccounting standards.
(XIV) According to the information and explanations given to us and based on ourexamination of records the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.
(XV) According to the information and explanation given to us and based on ourexamination of the records the Company has not entered into non-cash transactions withthe directors or persons connected with them. Hence the provisions of Section 192 of theAct are not applicable.
(XVI) In our opinion and according to the information and explanations given to us theprovisions of section 45-IA of the Reserve Bank of India Act 1934 are not applicable tothe Company.
For C N K & Associates LLP
Firm's registration no.101961W/W-100036
Membership no. 037391
Mumbai 31st May 2021.
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S 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 the Companyas of 31st March 2021 in conjunction with our audit of the Financial Statements of theCompany for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the company is 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 with reference to Financial Statements of the Company that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.
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 prescribed under section143(10) of the Act to the extent applicable to an audit of internal financial controls.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 with reference to Financial Statements of the company were establishedand maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the internalfinancial controls with reference to financial statements of the company and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks 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 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:
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Financial Statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial 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.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an internal financial controls withreference to Financial Statements of the Company and such internal financial controls overfinancial reporting were operating effectively as at 31st March 2021 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 ICAI.
For C N K & Associates
LLP Chartered Accountants
Firm Registration No. 101961W/W-100036
Membership no. 037391
Mumbai 31st May 2021.