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Dhunseri Ventures Ltd.

BSE: 523736 Sector: Industrials
NSE: DVL ISIN Code: INE477B01010
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OPEN 217.50
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VOLUME 1919
52-Week high 323.60
52-Week low 178.00
P/E 6.49
Mkt Cap.(Rs cr) 755
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 217.50
CLOSE 217.40
VOLUME 1919
52-Week high 323.60
52-Week low 178.00
P/E 6.49
Mkt Cap.(Rs cr) 755
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhunseri Ventures Ltd. (DVL) - Auditors Report

Company auditors report

To

The Members of

DHUNSERI VENTURES LIMITED

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

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

In our opinion and to the best of our information and according to theexplanations given to us except for the possible effects of the matter described in theBasis for Qualified Opinion section of our report the aforesaid standalone financialstatements give the information required by the Companies Act 2013 ("Act") inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31March 2022 and its profit and other comprehensive loss changes in equity and its cashflows for the year ended on that date.

Basis for Qualified Opinion

We draw attention to Note 37 of the accompanying standalone financialstatements which explains that the Company's 'income from financial assets' constitutedmore than 50 percent of the gross income for the financial year ended 31 March 2021.Further the 'financial assets' of the Company were also more than 50 percent of its totalassets as at that date. The Company has obtained independent legal advice and basis thatin its view the situation prevailing on 31 March 2021 is transitory; the financial incomedoes not represent income from ordinary activities of the Company and the Company does notintend to carry on the business as a NBFC. However there can be a view that the Companymeets the "Principal business test" as per the press release by Reserve Bank ofIndia (RBI) vide No. 1998-99/1269 dated April 8 1999 for being classified as aNon-Banking Financial Company (NBFC) from April 1 2021 and is required to obtain acertificate of registration as a NBFC.

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 by us issufficient and appropriate to provide a basis for our qualified opinion on the standalonefinancial statements.

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. In addition to the matter described in the"Basis for Qualified Opinion" section we have determined the matters describedbelow to be the key audit matters to be communicated in our report.

Description of Key Audit Matter

Impairment assessment of investments in subsidiaries and associates Seenote 6 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The carrying value of investments in subsidiaries and associates as at 31 March 2022 was INR 46356.00 lakhs. As stated in Note 1.10 of the financial statements Investment in subsidiaries and associates are stated at cost less provision for impairment loss. Investments are tested for impairment wherever event or changes in circumstances indicate uncertainties over recoverability of the carrying amount of investments. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain audit evidence:
For investments where impairment indicators exist significant judgments and estimates are required to assess the fair value of such investments. • Tested the design implementation and operating effectiveness of key controls in respect of the Company's impairment review process of investments in subsidiaries and associates;
Considering the degree of management judgment involved in the impairment assessment of investments in subsidiaries and associates and the financial quantum of the aforesaid assets we have determined this to be a key audit matter. • Where potential indicators of impairment were identified we evaluated Company's impairment assessments and assumptions associated with fair value measurements of such investments;
• Performed sensitivity analysis and verified reasonableness of the key assumptions applied in calculating the fair value of such investments and considered the resultant impact on the impairment testing;
• Performed a retrospective review to assess the reasonableness of Company's projections by comparing historical forecast to actual results;
• Evaluated the adequacy of the disclosures made in the standalone financial statements with respect to such investments.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements and ourauditor's report 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. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's and Board of Directors' Responsibilities for theStandalone Financial Statements

The Company's Management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss and other comprehensive income changes in equity and cashflows of the Companyin accordance 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 the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing 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 the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

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 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 opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place 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 conditions maycause 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 precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso 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) Order 2020("the Order") issued by the Central Government of India in terms of Section 143(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 except for the matter described in the"Basis for Qualified Opinion" paragraph above obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit.

b) Except for the possible effects of the matter described in the"Basis for Qualified Opinion" paragraph above in our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books.

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) Except for possible effects of the matter described in the"Basis for Qualified Opinion" paragraph above in our opinion the aforesaidstandalone financial statements comply with the Ind AS specified under section 133 of theAct.

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) The qualification relating to maintenance of accounts and othermatters connected therewith are as stated in the "Basis for Qualified Opinion"paragraph above.

g) 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'sReport in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

a) The Company does not have any pending litigations which would impactits financial position.

b) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

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 it'sknowledge and belief as disclosed in the note 39 to the standalone financial statementsno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that to the best of it'sknowledge and belief as disclosed in the note 39 to the standalone financial statementsno funds have been received by the Company from any person(s) or entity(ies) includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the Company shall directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate 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 misstatement.

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 32 to the standalone financial statements the Boardof Directors of the Company have proposed final dividend for the year which is subject tothe approval of the members at the ensuing Annual General Meeting. The dividend declaredis in accordance with section 123 of the Act to the extent it applies to declaration ofdividend.

(C) With respect to the matter to be included in the Auditor's Reportunder 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 & Co. LLP
Chartered Accountants
Firm's Registration Number: 101248W/W-100022
Jayanta Mukhopadhyay
Partner
Place: Kolkata Membership no: 055757
Date: 25 May 2022 UDIN: 22055757AJOBYM5057

Annexure A to the Independent Auditor's Report on the standalonefinancial statements of Dhunseri Ventures Limited for the year ended 31 March 2022

Report on the matters specified in paragraphs 3 and 4 of Companies(Auditor's Report) Order 2020 to the aforesaid financial statements under Section 143(11)of the Companies Act 2013

(Referred to in paragraph 1 under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

We report that:

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment investment property and relevant details of right-of-use assets.

(a) (B) The Company has maintained proper records showing fullparticulars of intangible assets.

(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 investmentproperty and right-of-use assets by which all the aforesaid assets are verified everyyear. In accordance with this programme the aforesaid assets were verified during theyear. In our opinion this periodicity of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. No discrepancies werenoticed 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 leaseagreements 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:

Description of property Gross carrying value (INR Lacs) 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. Also indicate if in dispute
Buildings 1049.17 Naga Dhunseri Group Limited Trimplex Investments Limited Yes 2008 Pending registration

(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 intangible assets orboth 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 thereunder.

(ii) (a) The Company is in treasury business and is not required tohold any inventory. Accordingly the provisions of paragraph 3(ii) of the Order are notapplicable to the Company.

(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. However suchborrowings have been sanctioned based on pledge of Company's current and non-currentinvestments for which no returns are required to be submitted to the banks or financialinstitutions.

(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 madeinvestments provided guarantee granted loans secured or unsecured to companies limitedliability partnership and other parties in respect of which the requisite information isas below. The Company has not provided any security or advances in the nature of loans tocompanies firms limited liability partnership or any other parties during the year.

(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 to any other entity as below:

Particulars Guarantees (D Lacs) Loans (D Lacs)
Aggregate amount during the year - Subsidiaries* 26455.81 25
Balance outstanding as at balance sheet date - Subsidiaries* 26455.81 70

* As defined under 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 and the terms and conditions of the grant of loans are prima facienot prejudicial to the interest of the Company. The Company has not provided any securityor granted any advances in the nature of loans.

(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 loan of H70 lacs given to Dhunseri Infrastructure Limited a wholly ownedsubsidiary is repayable on demand. As informed to us the Company has not demandedrepayment of the loan during the year. Thus there has been no default on the part of theparty to whom the money has been lent. The payment of interest has been regular. Furtherthe Company has not given any advance in 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 in case of loans of H70 lacsgiven to Dhunseri Infrastructure Limited a wholly owned subsidiary the schedule forrepayment of principal and payment of interest have not been stipulated and accordingly weare unable to comment on the amount overdue for more than ninety days. Further theCompany has not given any advance in the nature of loan to 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 in our opinion the Company hasnot granted any loans or advances in the nature of loans either repayable on demand orwithout specifying any terms or period of repayment except for the following loans oradvances in the nature of loans to its Promoters and related parties as defined in Clause(76) of Section 2 of the Companies Act 2013 ("the Act"):

All Parties (D Lacs) Promoters (D Lacs) Related Parties (D Lacs)
Aggregate of loans
- Repayable on demand (A) 70 70
- Agreement does not specify any terms or period of Repayment (B)
Total (A+B) 70 - 70
Percentage of loans 100% - 100%

(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 and guarantees given by the Company in our opinion the provisions of Section 186 ofthe Companies Act 2013 ("the Act") have been complied with. The Company has notprovided any security as specified under Section 185 and 186 of the Act. The Company hasnot provided any guarantee or given loans which requires compliance with Section 185 ofthe Act.

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

(vi) According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under Section 148(1)of the Act for the services provided by it. Accordingly clause 3(vi) of the Order is notapplicable.

(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 Goods and Service Tax (GST).

According to the information and explanations given to us and on thebasis of our examination of the records of the Company in our opinion amounts deducted /accrued in the books of account in respect of undisputed statutory dues including GSTProvident fund Income- Tax Cess and other statutory dues have been regularly depositedby the Company with the appropriate authorities. As explained to us by the management theCompany did not have any dues on account of employees' state insurance and duty ofcustoms.

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 Income-Tax Cess and otherstatutory dues were in arrears as at 31 March 2022 for a period of more than six monthsfrom the date they became payable.

(vii) (b) According to the information and explanations given to us andon the basis of our examination of the records of the Company there are no statutory duesrelating to Goods and Service Tax Provident Fund Employees State Insurance Income-TaxDuty of Customs or Cess or other statutory dues which have not been deposited with theappropriate authorities on account of any dispute.

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company has notdefaulted in repayment of loans and borrowing or in the payment of interest thereon to anylender.

(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 not beendeclared a wilful defaulter by any bank or financial institution or government orgovernment authority.

(c) In our opinion and according to the information and explanationsgiven to us by the management the Company has not availed any term loan during the year.Accordingly provisions of clause 3(ix)(c) of the Order are not applicable to the Company.

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

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

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries or associate companies (asdefined under the Act).

(x) (a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments). Accordingly provisions ofclause 3(x)(a) of the Order are not applicable to the Company.

(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 not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly provisions of clause 3(x)(b) of the Order are notapplicable to the Company.

(xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to us no 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 noreport under sub-section (12) of Section 143 of the Companies Act 2013 has been filed bythe auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year while determining the nature timing and extent ofour audit procedures.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly provisions of clause 3(xii) of the Order arenot applicable to the Company.

(xiii) In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Section 177 and188 of the Companies Act 2013 where applicable and the details of the related partytransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

(xiv) (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of theCompanies Act 2013 are not applicable to the Company.

(xvi) (a) In our opinion and according to the information andexplanation provided to us and as further detailed in "Basis of QualifiedOpinion" section of our main audit report the Company is required to be registeredunder Section 45-IA of the Reserve Bank of India Act 1934 as the Company meets the"Principal business test" as per the press release by Reserve Bank of India(RBI) vide No. 1998-99/1269 dated April 8 1999 for being classified as a Non-BankingFinancial Company (NBFC) from April 1 2021. However the Company has not obtained theregistration for reasons as stated in Note 37 of the standalone financial statements.

(b) In our opinion and according to the information and explanationsgiven to us and as further detailed in "Basis of Qualified Opinion" section ofour main audit report the Company has conducted Non-Banking Financial activities withouta valid Certificate of Registration (CoR) from the Reserve Bank of India as per theReserve Bank of India Act 1934 as the Company meets the "Principal businesstest" as per the press release by Reserve Bank of India (RBI) vide No. 1998-99/1269dated April 8 1999 for being classified as a Non-Banking Financial Company (NBFC) fromApril 1 2021. However the Company has not obtained the Certificate of Registration (CoR)from the Reserve Bank of India as per the Reserve Bank of India Act 1934 for reasons asstated in Note 37 of the standalone financial statements.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) According to the information and explanations provided to us theGroup (as per the provisions of the Core Investment Companies (Reserve Bank) Directions2016) does not have more than one CIC.

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

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly provisions of clause 3(xviii) of the Order are not applicable tothe Company.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the 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 company is not capable of meeting its liabilities existing at the dateof balance sheet as and when they fall due within a period of one year from the balancesheet date. We however state that this is not an assurance as to the future viability ofthe company. We further state that our reporting is based on the facts up to the date ofthe audit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the company as and when they fall due.

(xx) In our opinion and according to the information and explanationsgiven to us there is no unspent amount under sub-section (5) of Section 135 of the Actpursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration Number: 101248W/W-100022
Jayanta Mukhopadhyay
Partner
Place: Kolkata Membership no: 055757
Date: 25 May 2022 UDIN: 22055757AJOBYM5057

Annexure B to the Independent Auditors' report on the standalonefinancial statements of Dhunseri Ventures 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 clause (g) of paragraph 2 under 'Report on Other Legaland Regulatory Requirements' section of our report of even date]

Qualified Opinion

We have audited the internal financial controls with reference tofinancial statements of Dhunseri Ventures Limited ("the Company") as of 31 March2022 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

In our opinion except for the possible effects of the materialweaknesses described below on the achievement of the objectives of the control criteriato the best of our information and according to the explanations given to us the Companyhas maintained in all material respects adequate internal financial controls withreference to financial statements and such internal financial controls were operatingeffectively as at 31 March 2022 based on the internal financial controls with referenceto financial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia (the "Guidance Note").

We have considered the material weaknesses identified and reportedbelow in determining the nature timing and extent of audit tests applied in our audit ofthe standalone financial statements for the year ended 31 March 2022 of the Company andthese material weaknesses has affected our opinion on the said standalone financialstatements of the Company and we have issued a qualified audit opinion on the saidstandalone financial statements.

Basis for Qualified Opinion

As explained in "Basis for Qualified Opinion" section of ourMain Audit Report on the standalone financial statements for the year ended 31 March 2022the Company's 'income from financial assets' constituted more than 50 percent of the grossincome for the financial year ended 31 March 2021. Further the 'financial assets' of theCompany were also more than 50 percent of its total assets as at that date. There can be aview that the Company meets the "Principal business test" as per the pressrelease by Reserve Bank of India (RBI) vide No. 1998-99/1269 dated April 8 1999 for beingclassified as a NonBanking Financial Company (NBFC) from April 1 2021 and is required toobtain a certificate of registration as a NBFC.

Accordingly the above represents a material weakness since theCompany's internal financial controls over identification of meeting the criteria to beclassified as NBFC as per relevant requirements of RBI were not operating effectivelywhich could potentially result in the Company not obtaining a certificate of registrationas a NBFC and consequential non-compliance with related regulations.

A 'material weakness' is a deficiency or a combination ofdeficiencies in internal financial control over financial reportin such that there is areasonable possibility that a material misstatement of the company's annual or interimfinancial statements will not be prevented or detected on a timely basis.

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 ("theAct").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls with reference to financial statements. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements were established and maintained and whether suchcontrols 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 financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud 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 internal financialcontrols with reference to financial statements.

Meaning of Internal Financial controls with Reference to FinancialStatements

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 company's internalfinancial controls with reference to financial statements include those policies andprocedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(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 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

Because of the inherent limitations of internal financial controls withreference 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.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration Number: 101248W/W-100022
Jayanta Mukhopadhyay
Partner
Place: Kolkata Membership no: 055757
Date: 25 May 2022 UDIN: 22055757AJOBYM5057

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