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Devyani International Ltd.

BSE: 543330 Sector: Services
NSE: DEVYANI ISIN Code: INE872J01023
BSE 00:00 | 07 Dec 160.80 13.00
(8.80%)
OPEN

148.00

HIGH

164.50

LOW

148.00

NSE 00:00 | 07 Dec 160.70 13.00
(8.80%)
OPEN

149.00

HIGH

164.70

LOW

149.00

OPEN 148.00
PREVIOUS CLOSE 147.80
VOLUME 796515
52-Week high 171.00
52-Week low 107.70
P/E
Mkt Cap.(Rs cr) 19,336
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 148.00
CLOSE 147.80
VOLUME 796515
52-Week high 171.00
52-Week low 107.70
P/E
Mkt Cap.(Rs cr) 19,336
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Devyani International Ltd. (DEVYANI) - Auditors Report

Company auditors report

To the Members of Devyani International Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements ofDevyani International Limited (‘the Company') which comprise the Balance Sheetas at 31 March 2021 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

2. In our opinion and to the best of our information and according tothe explanations 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 including Indian Accounting Standards (‘Ind AS')specified under section 133 of the Act of the state of affairs of the Company as at 31March 2021 and its loss (including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Our responsibilities under those standards arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India(‘ICAI') together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Act and the rules thereunder andwe have 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 qualified opinion.

Emphasis of Matter

4. We draw attention to Note 55 of the accompanying standalonefinancial statements which describes the uncertainties relating to the effect of COVID-19pandemic outbreak and the management's evaluation of the impact on the standalonefinancial statements of the Company as at the balance sheet date. The extent of the impactof these uncertainties on the Company's operations is significantly dependent onfuture developments.

Our opinion is not modified in respect of this matter.

Information other than the Financial Statements and Auditor'sReport thereon

5. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone financial statements and our auditor'sreport thereon.

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.

The Annual Report is not made available to us at the date of thisauditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

6. The accompanying standalone financial statements have been approvedby the Company's Board of Directors. The Company's Board of Directors isresponsible for the matters stated in section 134(5) of the Act with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income changes inequity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the 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 ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

7 In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

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

Auditor's Responsibilities for the Audit of the FinancialStatements

9. Our objectives are to obtain reasonable assurance about whether thefinancial 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 Standards on Auditing 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 financial statements.

10. As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol;

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opiniep-pnwhether the Company has adequate internal

financial controls with reference to financial statements in place andthe operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the 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 thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation;

11. 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.

Report on Other Legal and Regulatory Requirements

12. As required by section 197(16) of the Act based on our audit wereport that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.

13. As required by the Companies (Auditor's Report) Order 2016(‘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 matters specified inparagraphs 3 and 4 of the Order

14. Further to our comments in Annexure A as required by section143(3) of the Act based on our audit we report to the extent applicable that:

a) we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our auditof the accompanying standalone financial statements;

b) in our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are inagreement with the books of account;

d) in our opinion the aforesaid standalone financial statements complywith Ind AS specified under section 133 of the Act;

e) on the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 from being appointed as a director in terms of section164(2) of the Act;

f) we have also audited the internal financial controls with referenceto financial statements of the Company as on 31 March 2021 in conjunction with our auditof the standalone financial statements of the Company for the year eadedon that date andour report dated 21 April 2021 as per Annexure B expressed unmodified pimoFi^apd

g) with respect to the other matters to be included in theAuditor's Report in accordance with rule 11 of the Companies (Audit and Auditors)Rules 2014 (as amended) in our opinion and to the best of our information and accordingto the explanations given to us:

i. the Company as detailed in note 39 to the standalone financialstatements has disclosed the impact of pending litigations on its financial position asat 31 March 2021;

ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2021;

iii. there were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended 31 March 2021;and

iv. the disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from 8 November 2016 to 30December 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.

For Walker Chandiok & Co LLP For APAS & Co.
Chartered Accountants Chartered Accountants
Firm's Registration No.: 001076N/N500013 Firm Reqistration No.:
Nitin Toshniwal Sumit Kathuria
Partner Partner
Membership No.: 507568 Membership No.:
UDIN: 21507568AAAABL3044 UDIN: 21520078AAAADD4837
Place: Faridabad Place: Gurugram
Date: 21 April 2021 Date: 21 April 2021

Annexure A

Based on the audit procedures performed for the purpose of reporting atrue and fair view on the standalone financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including

quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of itsfixed assets under which such assets are verified in a phased manner over a period of twoyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. In accordance with this program certain fixed assets in natureof property plant and equipment right of use investment properties and intangibleassets were verified during the year and no material discrepancies were noticed on suchverification.

(c) The title deeds of all the immovable properties (which are includedunder the head ‘Property plant and equipment') are held in the name of theCompany.

(ii) In our opinion the management has conducted physical verificationof inventory at reasonable intervals during the year and no material discrepancies betweenphysical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies covered inthe register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans arenot prima facie prejudicial to the Company's interest;

(b) the schedule of repayment of principal and payment of interest hasbeen stipulated and the repayment/receipts of the principal amount and the interest areregular;

(c) there is no amount which is overdue for more than 90 days inrespect of loans granted to such companies.

(iv) In our opinion the Company has complied with the provisions ofSection 186 in respect of loans and investments . Further in our opinion the Company hasnot entered into any transaction covered under Section 185 and Section 186 of the Act inrespect of guarantees and security.

(v) In our opinion the Company has not accepted any deposits withinthe meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are notapplicable.

vi) The Central Government has not specified maintenance of costrecords under subsection (1) of Section 148 of the Act in respect of Company'sproducts/ services. Accordingly the provisions of clause 3(vi) of the Order are notapplicable.

(vii)(a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of customs dutyof excise value added tax cess and other material statutory dues as applicable havegenerally been regularly deposited to the appropriate authorities though there has been aslight delay in a few caseis. Further no undisputed amounts payable in respect thereofwere outstanding at ttw?''yefirrbnd for a period of more than six months from the datethey became payable.

(b) The dues outstanding in respect of income-tax sales-taxservice-tax duty of customs duty of excise and value added tax on account of anydispute are as follows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount (INR Million) Amount paid under Protest (INR Million) Period to which the amount relates Forum where dispute is pending
Rajasthan Value Added Tax Value Added Tax 9.62 0.73 Financial Year (‘F.Y.') 2009- 10 F.Y. 2010- 11 and F.Y. 2011-12 Hon'ble Rajasthan High Court & Rajasthan Tax Board
Telangana Value Added Tax Value Added Tax 0.70 January 2013 - September 2014 High Court of Judicature at Hyderabad for the State of Telangana and the state of Andhra Pradesh
Gujarat Value Added Tax Value Added Tax 1.84 0.11 F.Y. 2014-15 F.Y. 2015-16 Dy. Commissioner Appeals (First Appellate Authority)
Gujarat Value Added Tax Value Added Tax 0.94 0.06 F.Y. 2016-17 F.Y. 2017-18 Dy. Commissioner Appeals (First Appellate Authority)
Service Tax (Finance Act 1994) Service Tax 6.36 1.11 F.Y. 2007-08 to F.Y. 2012- 13 Excise and Service Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 0.28 Assessment Year (‘A.Y.') 2011-12 Commissioner of Income Tax (Appeals)

(viii) The Company has not defaulted in repayment of loans orborrowings to any financial institution or a bank. The Company did not have outstandingdebentures and loan from government during the year.

(ix) In our opinion the Company has applied the term loans for thepurposes for which these were raised. The Company did not raise moneys by way of initialpublic offer/ further public offer (including debt instruments).

(x) No fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Companyin accordance with the requisite approvals mandated by the provisions of Section 197 ofthe Act read with Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordinglyprovisions of clause 3(xii) of the OrdeLare.not applicable.

(xiii) In our opinion all transactions with the related parties are incompliance with Sections 177 and 188 of Act where applicable and the requisite detailshave been disclosed in the standalone financial statements etc. as required by theapplicable Ind AS.

(xiv) During the year the Company has made private placement of equityshares. In respect of the same in our opinion the Company has complied with therequirement of Section 42 of the Act and the Rules framed thereunder. Further in ouropinion the amounts so raised have been used for the purposes for which the funds wereraised. Further during the year the Company has not made any preferential allotment ofshares or private placement of fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cashtransactions with the directors or persons connected with them covered under Section 192of the Act.

(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.

For Walker Chandiok & Co LLP For APAS & Co.
Chartered Accountants Chartered Accountants
Firm's Registration No.: 001076N/N500013 Firm Registration No.
Nitin Toshniwal Sumit Kathuria
Partner Partner
Membership No.: 507568 Membership No.
UDIN: 21507568AAAABL3044 UDIN: 21520078AAAADD4837
Place: Faridabad Place: Gurugram
Date: 21 April 2021 Date: 21 April 2021

Annexure B

Independent Auditor's Report on the internal financial controlswith reference to the standalone financial statements under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 (‘the Act')

1. In conjunction with our audit of the standalone financial statementsof Devyani International Limited (‘the Company') as at and for the year ended 31March 2021 we have audited the internal financial controls with reference to standalonefinancial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance forInternal Financial Controls

2. The Company's Board of Directors is 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 onAudit of Internal Financial Controls over Financial Reporting (‘Guidance Note')issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of theCompany's business including adherence to the 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 Act.

Auditor's Responsibility for the Audit of the Internal FinancialControls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the ICAIprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements and the Guidance Noteissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

4 Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements includes obtaining an understanding of suchinternal 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 financialstatements whether due to fraud or error.

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

Meaning of Internal Financial Controls with Reference to FinancialStatements

6. A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A <^mpa[iy's internalfinancial controls with reference to financial statements include those policies and^rateedures that (1) pertain to the maintenance of records that in reasonable

Annexure B to the independent Auditor's Report of even date to themembers of Devyani international Limited on the standalone financial statements for theyear ended 31 March

2021

detail accurately and fairly reflect the transactions and dispositionsof the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference toFinancial Statements

7 Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchcontrols were operating effectively as at 31 March 2021 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 Noteissued by ICAI.

For Walker Chandiok & Co LLP For APAS & Co.
Chartered Accountants Chartered Accountants
Firm's Registration No.: 001QZ6N/N500013 Firm Registration No.
/ Nitin Toshniwal Sumit Kathuria
Partner Partner
Membership No.; 507568 Membership No.
UDIN: 21507568AAAABL3044 UDIN: 21520078AAAADD4837
Place; Faridabad Place: Gurugram
Date: 21 April 2021 Date: 21 April 2021

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