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Aspinwall & Company Ltd.

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NSE: ASPINWALL ISIN Code: INE991I01015
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Aspinwall & Company Ltd. (ASPINWALL) - Auditors Report

Company auditors report

To the Members of Aspinwall and Company Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Aspinwall andCompany Limited ("the Company") which comprise the standalone balance sheet asat 31 March 2022 and the standalone statement of profit and loss (including othercomprehensive loss) standalone statement of changes in equity and standalone statement ofcash flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and profit and other comprehensive loss changes in equity and its cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial 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 thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence obtained issufficient and appropriate to provide a basis for our opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Revenue recognition
See note 18 to the standalone financial statements
The key audit matter How the matter was addressed in our audit
Refer Note 2.15 of the summary of significant accounting policies to the standalone financial statements. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
The Company has diversified business activities including coffee processing and trading logistics services. 1 We assessed the appropriateness of the revenue recognition accounting policies and compliance with applicable accounting standards;
We have identified timing of revenue recognition as a key audit matter because there are variations in differ- ent sale contracts and consequently there is a risk of revenue being overstated on account of recognition before transfer of control particularly due to pressures for achieving the performance target at the reporting period end. 2 We evaluated the design and implementation of key internal financial controls with respect to revenue recognition and tested operating effectiveness of controls on selected transactions;
3 We performed substantive testing on samples se- lected using statistical sampling of revenue trans- actions recorded during the year by testing the underlying documents to assess whether criteria for revenue recognition are met;
4 We tested sample journal entries selected based on specified risk-based criteria to identify unusual items;
5 We tested on a sample basis specific revenue transactions recorded around the year-end date to check whether the revenue had been recognised in the correct reporting period; and
6 We carried out analytical procedures on revenue recognised during the year to identify unusual vari- ances.

Other information

The Company's management and Board of Directors are responsiblefor the other information. The other information comprises of Management Reports such asBoard's Report (but does not include the standalone financial statements and ourauditors' report thereon) which we obtained prior to the date of this auditor'sreport and the remaining sections of Annual Report which are expected to be made availableto us after that date.

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

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

If based on the work we have performed on the other information thatwe obtained prior to the date of this auditor's report we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

When we read the other sections of Annual Report (other than thosementioned above) if we conclude that there is a material misstatement therein we arerequired to communicate the matter to those charged with governance and take necessaryactions as applicable under the applicable laws and regulations.

Management's and Board of Directors' Responsibility for the StandaloneFinancial Statements

The Company's Management and Board of Directors are responsiblefor the matters stated in section 134(5) of the Act with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaffairs profit/loss and other comprehensive income changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

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

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

Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls with reference to financial statements inplace and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the Management andBoard of Directors.

Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting in preparation of standalonefinancial statements and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order2020 ("the Order") issued by the Central Government of India in terms of Section143 (11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

(c) The standalone balance sheet the standalone statement of profitand loss (including other comprehensive income) the standalone statement of changes inequity and the standalone statement of cash flows dealt with by this Report are inagreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Ind AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2022 from being appointed as a director in termsof Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit andAuditor's) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31March 2022 on its financial position in its standalone financial statements - Refer Note27 to the standalone financial statements.

b) Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses – Refer Note 46 to thestandalone financial statements.

c) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that to the best of itsknowledge and belief as disclosed in the Note 43 to the accounts no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other persons or entities includingforeign entities ("Intermediaries") with the understanding whether recorded inwriting or otherwise that the Intermediary shall directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries.

(ii)The management has represented that to the best of its knowledgeand belief as disclosed in the Note 44 to the accounts no funds have been received bythe Company from any persons or entities including foreign entities ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf of theUltimate Beneficiaries.

(iii) Based on the audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)contain any material mis-statement.

e) The final dividend paid by the Company during the year in respect ofthe same declared for the previous year is in accordance with Section 123 of the CompaniesAct 2013 to the extent it applies to payment of dividend. As stated in note 41 to thefinancial statements the Board of Directors of the Company have proposed final dividendfor the year which is subject to the approval of the members at the ensuing Annual GeneralMeeting. The dividend declared is in accordance with Section 123 of the Act to the extentit applies to declaration of dividend.

(C) With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act:

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) ofthe Act which are required to be commented upon by us.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm Registration No.: 116231W/W-100024
Sd/-
Baby Paul
Partner
Membership No.: 218255
ICAI Unique Document Identification Number: 22218255AJAZWV5050
Place:Kochi
Date:16 May 2022

Annexure A to the Independent Auditor's Report on StandaloneFinancial Statements of Aspinwall and Company Limited for the year ended 31 March 2022

The Annexure referred to in our Independent Auditor's Report tothe Members of the Aspinwall and Company Limited ("the Company") on thestandalone financial statements for the year ended 31 March 2022. We report that:

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company doesn't have any intangible assets. Accordinglyclause 3(i)(a)(B) of the Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified in a phased manner over a period of threeyears. In accordance with this programme certain property plant and equipment wereverified during the year. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leasesagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company except for the following whichare not held in the name of the Company/ under dispute:

Description of property Gross carrying value Held in the name of Whether promoter director or their relative or employee Period held- indicate range where appropriate Reason for not being held in the name of the Company / under dispute
Rubber estate at Pullangode INR 0.11 lakhs Aspinwall and Company Limited No NA The title of land included in Plantation Land and Development that was taken on long term lease is under dispute (refer Note 27(2) to the standalone financial statements)
Shasthaman galam freehold Land

INR Nil (Net-off provision for reduction in recoverable value INR 527 lakhs)

Aspinwall and Company Limited

No

NA

The Company is in the process of rectifying the defects in the title to 60.50 cents of land parcel in Shasthamangalam which is currently disclosed under assets held for sale in Note 42 to the standalone financial statements.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits Property Plant and Equipment (including Right of Use assets) or both during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made there-under.

(ii) (a) The inventory except stocks lying with third parties hasbeen physically verified by the management during the year. For stocks lying with thirdparties at the year-end written confirmations have been obtained. In our opinion thefrequency of such verification is reasonable and procedures and coverage as followed bymanagement were appropriate. No discrepancies were noticed on verification between thephysical stocks and the book records that were more than 10% in the aggregate of eachclass of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has beensanctioned working capital limits in excess of five crore rupees in aggregate from banksor financial institutions on the basis of security of current assets. In our opinion thequarterly returns or statements filed by the Company with such banks or financialinstitutions are in agreement with the books of account of the Company except as follows:

All amounts in INR Lakhs

Quarter ended Name of bank Particulars Amount as per books of account Amount as reported in the quarterly return / statement Amount of difference Whether return/ statement subsequently rectified
30 June 2021 Canara Bank HDFC Bank Limited Federal Bank Limited Inventory of raw materials finished goods stock in trade and stores (including goods for export) of coffee division at Mangalore 7446 7329 117 No. Refer Note 13 to the standalone financial statements.
30 September 2021 Canara Bank HDFC Bank Limited Federal Bank Limited Inventory of raw materi- als finished goods stock in trade and stores (including goods for ex- port) of coffee division at Mangalore 8634 8532 102 No. Refer Note 13 to the standalone financial statements.
31 December 2021 Canara Bank HDFC Bank Limited Federal Bank Limited Inventory of raw materi- als finished goods stock in trade and stores (including goods for ex- port) of coffee division at Mangalore 6318 6187 131 No. Refer Note 13 to the statements.
31 March 2022 Canara Bank HDFC Bank Limited Federal Bank Limited Inventory of raw materials finished goods stock in trade and stores (includ- ing goods for export) of cof- fee division at Mangalore 7806 7696 110 No. Refer Note 13 to the standalone financial statements.

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anysecurity or granted any advances in the nature of loans secured or unsecured tocompanies firms limited liability partnership or any other parties during the year. TheCompany has made investments provided guarantee and granted loans secured or unsecuredto companies in respect of which the requisite information is as below. The Company hasnot made any investments provided guarantee and granted loans in firms limited liabilitypartnership or any other parties.

(a) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has provided loans or stoodguarantee as below:

Particulars Guarantees Loans
(In INR Lakhs) (In INR Lakhs)
Aggregate amount during the year
- Subsidiaries* - 94
Balance outstanding as at balance sheet date
- Subsidiaries* 100 154

*As per the Companies Act 2013

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion the investments made andguarantees provided during the year and the terms and conditions of the grant of loans andguarantees provided during the year are prima facie not prejudicial to the interest ofthe Company.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of loans given inour opinion the repayment of principal and payment of interest has been stipulated and therepayments or receipts have been regular. Further the Company has not given any advancein the nature of loan to any party during the year.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given.

Further the Company has not given any advances in the nature of loansto any party during the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan or advance inthe nature of loan granted falling due during the year which has been renewed or extendedor fresh loans granted to settle the overdues of existing loans given to same parties.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not grantedany loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

(iv) According to the information and explanations given to us and onthe basis of our examination of records of the Company in respect of investments made andloans guarantees given by the Company in our opinion the provisions of Section 185 and186 of the Companies Act 2013 ("the Act") have been complied with.

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable.

(vi) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for maintenance of costrecords under Section 148(1) of the Act in respect of its manufactured goods and servicesprovided by it and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained. However we have not carried out a detailedexamination of the records with a view to determine whether these are accurate orcomplete.

(vii) (a) The Company does not have liability in respect of Servicetax Duty of excise Sales tax and Value added tax during the year since effective 1 July2017 these statutory dues has been subsumed into GST.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in our opinion amountsdeducted / accrued in the books of account in respect of undisputed statutory duesincluding Goods and Services Tax (‘GST') Provident fund Employees' StateInsurance Income-Tax Duty of Customs Cess and other statutory dues have generally beenregularly deposited with the appropriate authorities though there have been slight delaysin a few cases.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company no undisputed amounts payable inrespect of Goods and Services Tax (‘GST') Provident fund Employees' StateInsurance Income-Tax Duty of Customs Cess and other statutory dues were in arrears asat 31 March 2022 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there are no statutory duesrelating to Provident Fund Employees State Insurance Duty of Customs or Cess which havenot been deposited with the appropriate authorities on account of any dispute.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company statutory dues relating to Goodsand Service Tax Income-Tax or other statutory dues which have not been deposited onaccount of any dispute are as follows:

Name of the statute Nature of dues Amount (in INR lakhs) Period to which the amount relates Forum where dispute is pending
Finance Act 1994 and Service Tax Rules 1994 Service Tax (Demand) 9 April 2006 to March 2010 Customs Excise and Service Tax Appellate Tribunal Bangalore
717# (57)* April 2004 to March 2012 Customs Excise and Service Tax Appellate Tribunal Chennai
23# (1)* April 2007 to March 2012 Commissioner (Appeals) Chennai
The Kerala Agricultural Income Tax Act 1991 Agricultural Income Tax 98 # FY 2011-12 and FY 2012-13 Kerala Sales Tax Appellate Tribunal Ernakulam
The Kerala Agricultural Income Tax Act 1991 Agricultural Income Tax 114# FY 2013-14 and FY 2014-15 Kerala Sales Tax and Agricultural Income Tax Appellate Tribunal
Income-tax Act 1961 Income-tax 64 (13)* FY 2016-17 Commissioner Income-tax Appellate Tribunal

* The amount represents the payments made under protest # Includesinterest and penalty on demand

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not defaulted in repaymentof loans and borrowing or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by themanagement term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overallexamination of the standalone financial statements of the Company we report that theCompany has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries as defined under the Act.

(f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries as defined under the Act.

(x) (a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including

debt instruments) Accordingly clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according tothe information and explanations given to us no fraud by the Company or on the Companyhas been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 asprescribed under Rule 13 of the Compa- nies (Audit and Auditors) Rules 2014 with theCentral Government.

(c) As represented to us by the management there are no whistle blower complaintsreceived by the Com- pany during the year.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with related parties are in compliance with Section 177 and 188 of theAct where applicable and the details of the related party transactions have beendisclosed in the standalone financial statements as required by the applicable accountingstandards.

(xiv) (a) Based on information and explanations provided to us and our auditprocedures in our opinion the Company has an internal audit system commensurate with thesize and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Act are notapplicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Order is notapplicable.

(b) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(d) The Company is not part of any group (as per the provisions of the Core InvestmentCompanies (Reserve Bank) Directions 2016 as amended). Accordingly the requirements ofclause 3(xvi)(d) are not applicable

(xvii) The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompa- nying the standalone financialstatements. Our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due. Also refer to the Other Informationparagraph of our main audit report which explains that the other information comprisingthe information included in the remaining sections of Annual Report is expected to be madeavailable to us after the date of this auditor's report.

(xx) (a) In our opinion and according to the information and explanations given to usthere is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to anyproject. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm's Registration No.: 116231W/ W-100024
Sd/-
Baby Paul
Partner
Membership No.: 218255
ICAI Unique Document Identification Number: 22218255AJAZWV5050
Place : Kochi
Date : 16 May 2022

Annexure B to the Independent Auditor's report on the standalonefinancial statements of Aspinwall and Company Limited for the year ended 31 March 2022

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013 (Referred to in paragraph 2A(f) under ‘Report on OtherLegal and Regulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tostandalone financial statements of Aspinwall and Company Limited (‘the Company')as of 31 March 2022 in conjunction with our audit of the standalone financial statementsof the Company for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchinternal financial controls were operating effectively as at 31 March 2022 based on theinternal financial controls with reference to standalone financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (the "Guidance Note").

Management's and Board of Directors Responsibility for InternalFinancial Controls

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to standalone financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to standalone financial statements based on our audit.We conducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofsuch internal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgementincluding the assessment of the risks of material misstatement of the standalone financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to standalone financial statements.

Annexure B to the Independent Auditor's report on the standalonefinancial statements of Aspinwall and Company Limited for the year ended 31 March 2022(continued)

Meaning of Internal Financial Controls with Reference to StandaloneFinancial Statements

A company's internal financial controls with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sinternal financial controls with reference to standalone financial statements includethose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; 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 standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm's Registration No.: 116231W/ W-100024
Sd/-
Baby Paul
Partner
Membership No.: 218255
ICAI Unique Document Identification Number: 22218255AJAZWV5050
Place : Kochi
Date : 16 May 2022

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