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Bata India Ltd.

BSE: 500043 Sector: Others
NSE: BATAINDIA ISIN Code: INE176A01028
BSE 00:00 | 08 Aug 1901.70 0.10
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1901.00

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1917.30

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1885.60

NSE 00:00 | 08 Aug 1902.20 0.70
(0.04%)
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1905.60

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1918.70

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1886.50

OPEN 1901.00
PREVIOUS CLOSE 1901.60
VOLUME 19745
52-Week high 2261.65
52-Week low 1608.00
P/E 243.50
Mkt Cap.(Rs cr) 24,441
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1901.00
CLOSE 1901.60
VOLUME 19745
52-Week high 2261.65
52-Week low 1608.00
P/E 243.50
Mkt Cap.(Rs cr) 24,441
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bata India Ltd. (BATAINDIA) - Auditors Report

Company auditors report

To the Members of Bata India Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of Bata India Limited ("theCompany") which comprises the standalone balance sheet as at 31 March 2022 and thestandalone statement of profit and loss (including other comprehensive income) standalonestatement of changes in equity and standalone statement of cash flows for the year thenended and notes to the standalone financial statements including a summary of thesignificant accounting policies and other explanatory information. In our opinion and tothe best of our information and according to the explanations given to us the aforesaidstandalone financial statements give the information required by the Companies Act 2013("Act") 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 31 March 2022 and its profit and other comprehensive income changes inequity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed 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 by us 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 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 standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Description of Key Audit Matter

The key audit matter How the matter was addressed in our audit
Revenue recognition 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:
See note 2.2(h) and note 18 to the standalone financial statements A) Assessed the appropriateness of the accounting policy for revenue recognition as per relevant accounting standard.
Revenue from the sale of goods is recognised when control in goods is transferred to the customer and is measured net of rebates discounts and returns. B) Evaluated the design and implementation of key internal financial controls with respect to the revenue recognition and tested the operating effectiveness of such controls including those related to the reconciliation of sales records to cash / credit card / online receipts preparation posting and approval of journal entries on the basis of selected transactions.
A substantial part of Company’s revenue relates to retail sales through a large number of company owned outlets and comprises high volume of individually small transactions which increases the risk of revenue being recognised inappropriately and which highlights the criticality of sound internal processes of summarising and recording sales revenue to mitigate error and fraud risk. C) For samples selected using statistical sampling performed detailed testing of retail sale transactions during the year by examining the underlying documents and agreeing them with the cash / credit card / online receipts and deposit of cash amounts recorded in daily cash reports with bank deposits.
Standards on Auditing presume that there is fraud risk with regard to revenue recognition. We focused on this area since there is a risk that revenue may be overstated because of fraud resulting due to the pressure from Management and Board of Directors who may strive to achieve performance targets. Also revenue is a key performance indicator for the Company which makes it susceptible to misstatement. D) Tested on sample basis the periodic reconciliation of the retail sales recognised during the period with the underlying collections made by the Company and sales as per indirect tax records.
In view of the above we have identified revenue recognition as a key audit matter. E) Performed cash counts on a test basis at selected stores and examined whether the cash balances are in agreement with the cash receipts reported in the daily collection report.
F) Tested sample journal entries affecting revenue recognised during the year selected based on specified risk-based criteria to identify unusual items.
G) Involved our IT specialists to assist us in testing of general IT controls and key IT application controls relating to retail revenue recognition.
H) Carried out analytical procedures on revenue recognised during the year to identify unusual variances.
Net realisable value (NRV) of Inventories of finished goods 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:
See note 2.2(g) and note 8 to the standalone financial statements A) Assessed the appropriateness of the accounting policy for inventories as per relevant accounting standards.
The major part Company’s inventory comprises finished goods which are geographically spread across multiple locations such as retail stores depots and factories. These inventories are counted by the Company on a cyclical basis and determination of NRV is made based on various estimates (including those related to obsolescence of slow and non-moving inventory) by the Company as at end of reporting period. B) Evaluated the design and implementation of key internal financial controls with respect to determination of NRV for slow and non-moving inventory as well as inventory with low or negative gross margins and tested the operating effectiveness of such controls on selected transactions
The Company manufactures and sells goods which are subject to changing consumer demands and fashion trends. Significant degree of judgment is thereby required to assess the NRV of the inventories and appropriate write down of items which may be ultimately sold below their cost. Such judgment includes Company’s expectations for future sale volumes inventory liquidation plans and future selling prices less cost to sell. C) On a sample basis assessed whether items in the inventory ageing report prepared by the Company were classified within the appropriate ageing bracket
In view of the above assessment of NRV and its consequential impact if any on the carrying value of inventories of finished goods has been identified as a key audit matter. D) Assessed the methodology and assumptions adopted by the management including retrospective review of the write down of slow and non-moving inventory by comparing the selling prices of goods sold during the year with opening carrying values.
E) Assessed on a sample basis the net realisable value of slow-moving and obsolete inventories and inventories with low or negative gross margins as calculated by the Company by comparing the carrying value with their subsequent selling prices and costs to sell subsequent to the year-end.
F) Carried out analytical procedures on inventory to identify unusual variances.

Other Information

The Company’s management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in theCompany’s annual report but does not include the standalone financial statements andour 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 in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

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

The Company’s Management and Board of Directors are responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the state of affairs profit/ lossand other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring accuracy and completeness of the accounting recordsrelevant to the preparation and presentation of the standalone financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company’s ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financialreporting process.

Auditor’s Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements. As part of an auditin accordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone 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 to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the Management and Board ofDirectors.

Conclude on the appropriateness of the Management and Board of Directors use of thegoing concern basis of accounting in preparation of standalone financial statements andbased on the audit evidence obtained whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor’s report to the related disclosures in thestandalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However future events or conditions may cause the Company to ceaseto continue as a going concern.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor’s report unless law or regulation precludes public disclosure aboutthe matter or when in extremely rare circumstances we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably be 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 2020 ("theOrder") issued by the Central Government in terms of section 143 (11) of the Act wegive in the "Annexure A" a statement on the matters specified in paragraphs 3and 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 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 standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2022 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 withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) 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 as at 31 March 2022 onits financial position in its standalone financial statements - Refer Note 30 to thestandalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses. iii. There has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the Company.

iv. a) The management has represented that to the best of its knowledge and beliefother than as disclosed in the notes to the accounts no funds have been advancedor 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 indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Company ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries. b) The management hasrepresented that to the best of its knowledge and belief other than as disclosed in thenotes to the accounts no funds have been received by the Company from any persons orentities including foreign entities ("Funding Parties") with theunderstanding whether recorded in writing or otherwise that the Company shall: directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries. c)Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (iv) (a) and (iv) (b) contain any material mis-statement.v. The dividend declared or paid during the year by the Company is in compliance withSection 123 of the Act.

(C) With respect to the matter to be included in the Auditor’s Report undersection 197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants

ICAI Firm Registration No.- 101248W/W-100022
Rajiv Goyal

Partner

Place: Gurugram Membership No.: 094549
Date: 25 May 2022 ICAI UDIN - 22094549AJOZTJ9009

Annexure A referred to in our Independent Auditor’s Report to the Members of BataIndia Limited on the standalone financial statements for the year ended 31 March 2022

(i) (a) (A) According to the information and explanations given to us the Company hasmaintained proper records showing full particulars including quantitative detailsand situation of Property Plant and Equipment.

(B) According to the information and explanations given to us the Company hasmaintained proper records showing full particulars of intangible assets.

(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 a regular programme of physicalverification of its Property Plant and Equipment (including right of use assets) by whichall property plant and equipment (including right of use asset) are verified in a phasedmanner over a period of three years. In accordance with this programme certain propertyplant and equipment (including right of use asssets) were verified during the year. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its assets. No material discrepancies were noticed onsuch verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of the immovable propertiesdisclosed as Property plant and equipment in the standalone financial statements are heldin the name of the Company. In respect of the immovable properties (leasehold land) wherethe Company is the lessee and disclosed as right-of-use-assets in the standalone financialstatements the lease agreements are duly executed in the favor of the Company.

(d) 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 revalued its PropertyPlant and Equipment (including Right of Use assets) or intangible assets or both duringthe year.

(e) According to information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

(ii) (a) According to the information and explanations given to us the inventoryexcept goods-in-transit and stocks lying with third parties has been physically verifiedby the management during the year. For stocks lying with third parties at the year-endwritten confirmations have been obtained and for goods-in-transit subsequent evidence ofreceipts has been linked with inventory records. In our opinion the frequency of suchverification is reasonable and procedures and coverage as followed by management wereappropriate. No discrepancies were noticed on verification between the physical stocks andthe book records that were more than 10% in the aggregate of each class of inventory.

(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 been sanctioned working capitallimit in excess of five crore rupees in aggregate from its banker on the basis ofsecurity of current assets. However the Company has obtained waiver for filing ofquarterly statements or return in respect of such working capital limits. Furtheraccording 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 sanctioned any workingcapital limits in excess of five crore rupees in aggregate from any financial institutionon the basis of security of current assets at any point of time of the year. Accordinglyclause 3(ii)(b) of the Order is not applicable to the Company.

(iii) 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 investmentsprovided guarantee or security to companies firms limited liability partnership or anyother parties during the year. The Company has also not granted any loans or advances inthe nature of loans secured or unsecured to companies firms or limited liabilitypartnership during the year. Further the Company has not given any loans to otherparties secured or unsecured during the year. However the Company has granted advancesin the nature of loans during the year in respect of which the requisite information isas below.

(a) Based on the audit procedures carried out by us and as per the information andexplanations given to us the Company has granted advances in the nature of loans asbelow:

Particulars Amount of loan
(in INR millions)
Aggregate amount during the year –Employee advances 0.72
Balance outstanding as at balance sheet date – Employee advances 0.38

(b) According to the information and explanations given to us and based on the auditprocedures conducted by us we are of the opinion that the terms and conditions of thegrant of advances in the nature of loans provided are prima facie not prejudicial to theinterest of the Company. Further the Company has not given any loans to other partiesduring the year.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in the case of advances in the nature of loansgiven the repayment of principal has been stipulated and the receipts have been regular.However payment of interest has not been stipulated on account of advances in the natureof loans being interest free. Further the Company has not given any loans to otherparties during the year. (d) According to the information and explanations given to us andon the basis of our examination of the records of the Company there is no overdue amountfor more than ninety days in respect of advances in the nature of loans given. Furtherthe Company has not given any loans to other parties during the year.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no loan or advance in the nature ofloan granted falling due during the year which has been renewed or extended or freshloans granted to settle the overdues of existing loans given to same parties. (f)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 granted any loans oradvances in the nature of loans either repayable on demand or without specifying any termsor period of repayment.

(iv) According to the information and explanations given to us the Company has notprovided any guarantee or security as specified under Section 185 and 186 of the CompaniesAct 2013. Further in respect of the loans given and investments made by the Companyrequirements of Section 185 and 186 of the Companies Act 2013 have been complied with.(v) According to the information and explanations given to us the Company has notaccepted any deposits or amounts which are deemed to be deposits from the public.Accordingly clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under Section 148(1) of the Act for theproducts manufactured by it. Accordingly clause 3(vi) of the Order is not applicable.

(vii) (a) The Company does not have liability in respect of Service tax Duty ofexcise Sales tax and Value added tax during the year since effective 1 July 2017these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion amounts deducted / accrued inthe books of account in respect of undisputed statutory dues including Goods and ServicesTax (‘GST’) Provident fund Employees’ State Insurance Income-Tax Dutyof Customs Cess and other statutory dues have been regularly deposited by the Companywith the appropriate authorities.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no undisputed amounts payable in respect ofGoods and Services Tax (‘GST’) Provident fund Employees’ State InsuranceIncome-Tax Duty of Customs Cess and other statutory dues were in arrears as at 31 March2022 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of therecords of the company examined by us there are no dues of income-tax sales-tax servicetax duty of customs duty of excise value added tax and GST which have not beendeposited with the appropriate authorities on account of any dispute except as mentionedbelow:-

Name of the Statue Nature of dues Amount of demand (in INR millions)* Period to which the amount relates Forum where dispute is pending
Kerala Sales tax Revenue recovery against non- payment of demand in assessment 1994-1995
6.70 1998-1999 High Court Kerala
Central Excise Act1944 Duty demanded for sale of footwear at domestic tariff area. 2000-2001
3.35 1997-99 CESTAT Chennai
Central Excise Act1944 Non-compliance of the condition of the notification for marking MRP on factory seconds cleared on payment of appropriate C.E. duty 21.48 July 2004 to Jan 2008 CESTAT-Kolkata
Finance Act 1994 Disallowance of service tax input credit on input service availed for outward transportation 4.34 2006-2010 CESTAT-Kolkata
Customs Act1942 Wrong availment of concessional rate of customs duty etc. 81.20 1998-2003 Commissioner of Custom- Kolkata
Sales tax Act Unutilized E-way bills 178.48 2014-15 Special Commissioner of State Tax Bihar
Sales tax Act Unutilized E-way bills 129.01 2015-16 Special Commissioner of State Tax Bihar
Entry tax Levy of Interest on delay in payment of entry tax 1.57 2010-11 Commissioner (Appeals) MP
Sales tax Act Assessment u/s 25(1) of the K-VAT Act 2003 1.83 2015-16 Deputy Commissioner K-VAT
Sales tax Act Exempted purchase not considered in assessment order 1.84 2014-152015- 16 and 2016-17 AO Telangana
ESIC ESI contribution on assumed wages 15.09 2007-2009 Employees Insurance Court West Bengal
ESIC ESI contribution 2.42 2014 Employee State Insurance Court Bangalore

* Amount as per demand orders including interest and penalty wherever indicated in theorder and is net of amount deposited.

(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 did not have any loansor borrowings from any lender during the year. Accordingly clause 3(ix)(a) of theOrder is not applicable to the Company.

(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) According to the information and explanations given to us by the management theCompany has not obtained any term loans during the year. Accordingly clause 3(ix)(c) ofthe Order is not applicable.

(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. Further the Company doesn’t hold any investment inassociates or joint ventures 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 joint ventures or associate companies (as definedunder 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 Orderis 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 material fraud by the Company oron the Company has 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 Companies (Audit and Auditors) Rules 2014 with theCentral Government.

(c) We have taken into consideration the whistle blower complaints received by theCompany during the year while determining the nature timing and extent of our auditprocedures.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii)(a)(b)(c) 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 Ind AS standalone financial statements as required by the applicableaccounting standards. (xiv) (a) Based on information and explanations provided to us andour audit procedures in our opinion the Company has an internal audit systemcommensurate with the size 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) According to information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act1934. Accordingly clause 3(xvi)(a) of the Order is not applicable.

(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) According to the information and explanations given to us the Company is not aCore Investment Company (CIC) as defined in the regulations made by the Reserve Bank ofIndia. Accordingly clause 3(xvi)(c) of the Order is not applicable.

(d) Based on the information and explanations provided by the management of theCompany the Group (as per the provisions of the Core Investment Companies (Reserve Bank)Directions 2016) does not have any CIC. For reporting on this clause / sub clause whilewe have performed audit procedures set out in the Guidance Note on Companies(Auditor’s Report) Order 2020 we have relied on and not been able to independentlyvalidate the information provided to us by the management of the Company with respect toentities outside the consolidated Group but covered in the Core Investment Companies(Reserve Bank) Directions 2016.

(xvii) According to the information and explanations given to us the Company has notincurred cash losses in the current and in the immediately preceding 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 accompanying 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.

(xx) In our opinion and according to the information and explanations given to usthere is no unspent amount under subsection (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 & Co. LLP

Chartered Accountants

ICAI Firm Registration No.- 101248W/W-100022
Rajiv Goyal

Partner

Place: Gurugram Membership No.: 094549
Date: 25 May 2022 ICAI UDIN - 22094549AJOZTJ9009

Annexure B to the Independent Auditor’s report on the standalone financialstatements of Bata India Limited for the period ended 31 March 2022 Report on the internalfinancial controls with reference to the aforesaid standalone financial statements underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (Referred to inparagraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statementsof Bata India Limited ("the Company") as of 31 March 2022 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31 March 2022 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (the "Guidance Note").

Management’s Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing 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 judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 controlswith reference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company’s internal financial controls with reference to financial statements isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal financialcontrols with reference to financial statements include 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) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company’s assets that could have a material effect on theStandalone financial statements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to Standalone financial statements to future periods are subject to the riskthat the internal financial controls with reference to standalone financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

ICAI Firm Registration No.- 101248W/W-100022
Rajiv Goyal

Partner

Place: Gurugram Membership No.: 094549
Date: 25 May 2022 ICAI UDIN - 22094549AJOZTJ9009

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