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Gillanders Arbuthnot & Company Ltd.

BSE: 532716 Sector: Others
NSE: GILLANDERS ISIN Code: INE047B01011
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OPEN 68.10
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VOLUME 335
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P/E 10.94
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OPEN 68.10
CLOSE 69.25
VOLUME 335
52-Week high 93.70
52-Week low 43.60
P/E 10.94
Mkt Cap.(Rs cr) 144
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gillanders Arbuthnot & Company Ltd. (GILLANDERS) - Auditors Report

Company auditors report

TO THE MEMBERS OF GILLANDERS ARBUTHNOT AND COMPANY LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of GillandersArbuthnot and Company Limited ("the Company") which comprise the BalanceSheet as at March 31 2022 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Cash Flows Statement forthe year ended on that date and a summary of the significant accounting policies andother explanatory information in which are included the financial statements for the yearended on that date audited by the branch auditors of the Company?s unit"MICCO" (hereinafter referred to as "the standalone financialstatements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022the profit and total comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act(SAs). Our responsibilities under those Standards are further described in the"Auditor?s Responsibilities for the Audit of the Standalone FinancialStatements" section of our report. We are independent of the Company in accordancewith the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)together with the independence requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules madethereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI?s Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial 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. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matter How our audit addressed the key audit matter
1. Revenue Recognition
Revenue recognition is significant audit risk within the Company. Our audit consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
The revenue standard establishes a comprehensive framework for determining whether how much and when revenue is recognized. This involves certain key judgments relating to identification of distinct performance obligations determination of transaction price of identified performance obligation the appropriateness of the basis used to measure revenue recognized over a period. Evaluated the design and tested the operative effectiveness of the internal controls relating to revenue recognition discounts and rebates.
Additionally the standard mandates robust disclosures in respect of revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Tested sample of sale transactions to their respective customer contracts underlying invoices and related documents.
Risk exists that revenue is recognized without substantial transfer of control and is not in accordance with Ind AS-115 "Revenue from Contracts with Customers". Obtained confirmations from customers on sample basis to support existence assertion of trade receivables and assessed the relevant disclosures made in the financial statements; to ensure revenue from contracts with customers are in accordance with the requirements of relevant accounting standards.
In case of construction contracts reviewed the Company?s estimation process (including the approval of project budget monitoring of project costs and activities and management?s review and customer?s approval of project?s stage of completion and milestones achieved) used in determining the amounts of revenue and costs recognised in Company?s financial statements.
2. Impairment of Assets
Significant judgement is involved in assessing property plant and equipment for impairment. Our audit procedures included considering the Company?s accounting policies with respect to impairment in accordance with Ind AS 36 "Impairment of Assets".
At the end of every reporting period the Company assesses whether there is any indication that an asset or cash generating unit (CGU) may be impaired. We performed test of controls over impairment process through inspection of evidence of performance of these controls.
If any such indication exists the Company estimates the recoverable amount of the asset or CGU. We performed the following tests of details:
The determination of recoverable amount being the higher of fair value less costs to sell and value- in-use involves significant estimates assumptions and judgements of the long-term financial projections. We obtained the management?s impairment assessment.
Impairment of assets is a key audit matter considering the significance of the carrying value long term estimation and the significant judgements involved in the impairment assessment. We evaluated the key assumptions including projected cash flows.
In determining future cash flows management is required to make assumptions relating to future profitability including revenue growth and operating margins and the determination of an appropriate discount rate all of which are subject to management override as the outcome of the impairment assessments could vary significantly if different judgements are applied.
We have tested the workings of management for ascertaining fair value and costs of disposal of CGU for ascertaining recoverable amount.
3. Expected Credit Loss
The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS – 109 requires expected credit losses to be measured through a loss allowance. Our Audit procedure on evaluation of Expected credit loss model include:
The company recognizes impairment loss for trade receivables that do not constitute a financing transaction using expected credit loss model which involves use of a provision matrix constructed on the basis of historical credit loss experience. For all other financial assets expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. Obtained an understanding of the Company?s process for estimating the ECL of various eligible assets included in the Standalone Financial Statements.
Evaluated the detailed analysis performed by management on revenue by selecting samples for the existing contracts with customers.
Evaluated the calculation of historical loss rate on the basis of historical trends industry practices business environment in which company operates & forward-looking information.

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

The Company?s Board of Directors is responsible for thepresentation of the other information. The other information comprises the informationincluded in the Annual Report but does not include the standalone financial statementsand our auditor?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 whethersuch other information is materially inconsistent with the standalone financial statementsor our knowledge obtained during the course of our audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information; we are required to report that fact. Wehave nothing to report in this regard.

Management?s Responsibility for the Standalone FinancialStatements

The Company?s Board of Directors is 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 financial position financialperformance including other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in India includingthe accounting standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 Board ofDirectors is responsible for assessing the Company?s ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany?s financial reporting process.

Auditor?s Responsibility 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 controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness 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 the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany?s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor?s report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor?s report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the resultsof our work; and

(ii) to evaluate the effect of any identified misstatements in thestandalone financial statements.

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

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

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

Other Matter

We did not audit the financial statements and other financialinformation of the Company's Engineering (MICCO) Division whose financial statementsreflect total assets of Rs. 11604.19 lakhs as at 31st March 2022 and total revenue of Rs.2314.59 lakhs for the year ended on that date. This financial statements/ financialinformation have been audited by other auditors and whose reports have been furnished tous by the management. Our opinion on the Statement in so far as it relates to the affairsof such division is based solely on the reports of the other auditors.

Our opinion is not modified in respect of this matter.

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 Section143(11) of the Act we give in the Annexure "A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act based on our audit wereport that: a) We have sought and obtained all the information and explanations which tothe best of 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 report on the financial statements of Engineering (MICCO) Division of theCompany audited under section 143(8) of the Act by branch auditors has been sent to us andhas been properly dealt with us in preparing this report.

d) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

e) In our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act read with the relevant Rulesthereon.

f) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct.

g) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company with reference to these standalone financialstatements and the operating effectiveness of such controls refer to our separate Reportin Annexure "B" to this report. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company?s internal financial controlswith reference to these standalone financial statements.

h) With respect to the other matters to be included in the Auditor?s Report inaccordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

i) 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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations as at March 31 2022 onits financial position in its Standalone financial statements - Refer Note No. 40 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 in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. a. The management has represented that to the best of itsknowledge and belief other than as disclosed in the notes to accounts during the year nofunds 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 personsor entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or behalf of the Company (Ultimate beneficiaries) or provide anyguarantee security or the like on behalf of the ultimate beneficiaries. Refer Note No. 56(v) to the Standalone financial statements

b. The management has represented that to the best of its knowledgeand belief other than as disclosed in the notes to the accounts during the year no fundshave been received by the Company from any persons or entities including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the company shall whether 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. Refer Note No. 56 (vi) to the Standalonefinancial statements

c. Based on such audit procedures that we have considered reasonableand appropriate in the circumstances; nothing has come to our attention that cause us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder clause (iv) (a) and (iv) (b) above contain any material mis-statement.

v. The Company has not declared or paid any dividend during the year.Hence the clause is not applicable.

For J K V S & Co.
Chartered Accountants
Firm‘s Registration No. 318086E
Ajay Kumar
Partner
Place: Kolkata Membership No. 068756
Date: 12th May 2022 UDIN: 22068756AIWWFQ2155

Annexure ‘A? to the Independent Auditor?s Report

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements? section of our report of even date)

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

(B) The company has maintained proper records showing full particularsof intangible assets.

(b) As per the information and explanations given to us physicalverification of property plant and equipment and right-of use assets have been carriedout periodically in a phased manner by the Company and no material discrepancies werenoticed on such verification. In our opinion the frequency of verification is reasonablehaving regard to size of the Company and nature of its business.

(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 favor of the lessee) are held in the name of the Company.

(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 asset) and intangible assetduring 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 are no proceedingsinitiated or are pending against the Company for holding any benami property under theProhibition of Benami Property Transaction Act 1988 and rules made thereunder.

ii. (a) The inventory except goods-in-transit and stocks lying withthird parties has been physically verified by the management during the year. For stockslying with third parties at the year-end written confirmations have been obtained and forgoods-in-transit subsequent evidence of receipts have been linked with inventory records.In our opinion the frequency of such verification is reasonable and procedure andcoverage as followed by management were appropriate. No discrepancies were noted onverification between the physical stocks and book records that were more than 10% in theaggregate of each class of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the company has beensanctioned working capital limits in excess of Rs. five crores in aggregate from banksduring the year on the basis of security of current asset of the Company. The quarterlyreturns/ statements filed by the company with such banks are in agreement with the booksof accounts.

iii. (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company during the year the Companyhas not provided any guarantee or security nor granted any loans or advances in the natureof loans secured or unsecured to companies firms and limited liability partnership orany other parties. Accordingly reporting under clause (iii) (a) to (f) of the Order arenot applicable to the company.

(b) According to the informations and explanations given to us and onbasis of our examination of the record of the Company we are opinion that the investmentsmade during the year are not prejudicial to the interest of the Company. iv. During theyear the company has not granted any loans or made any investments or provided anyguarantee or security to the parties covered under section 185 and 186 of the Act.Accordingly clause (iv) of the Order is not applicable to the company.

v. According to information and explanations given to us the companyhas complied with the directives issued by Reserve Bank of India and the provisions ofSection 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder with respect to deposits (from public). According to the information andexplanation?s given to us no order has been passed by the Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunalon the Company in respect of the aforesaid deposits.

vi. We have broadly reviewed the cost records maintained by the Companyin respect of its products (Tea and Textile) pursuant to the rules prescribed by theCentral Government of India under section 148 (1) of the Act and are of the opinion thatprima facie the prescribed records have been so made and maintained. We have howevernot made a detailed examination of the cost records with a view to determine whether theyare accurate or complete.

vii. (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company is generallyregular in depositing undisputed statutory dues including provident fund employees?state insurance income tax duty of customs Goods & Service Tax cess and othermaterial statutory dues during the year by the Company with the appropriate authorities.According to the information and explanations given to us no undisputed amounts payablein respect of provident fund employees? state insurance income tax duty ofcustoms Goods & Service Tax cess and other material statutory dues were in arrearsas at March 31 2022 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us the duesoutstanding in respect of income tax or sales tax or wealth tax or duty of customs or dutyof excise or value added tax or goods and service tax on account of disputes are asfollows:

Name of the Statute Nature of Dues Amount Involved (Rs. in Lakhs) Period to which the amount relates Forum where Dispute is Pending
The Central Sales Tax Act1956 Sales Tax 1.62 2011-12 West Bengal Commercial Taxes Appellate and Revisional Board Kolkata
194.45 2004-05 Joint Commissioner Commercial Taxes
254.13 (pre-deposit amount Rs. 29.99) 2015-16 Sales tax Commissioner (Appeal)
The West Bengal Value Added Tax Act 2005 Sales Tax 28.68 (Net of amount paid under protest RS.3.28) 2013-14 WBCT Appellate and Revisional Board
79.20 (Pre-deposit amount Rs. 12.58) 2015-16 Sales tax Commissioner (Appeal)
80.12 2004-05 Joint Commissioner Commercial Taxes
Orissa Sales Tax Act 1947 Sales Tax 11.91 1998-99 Additional Commissioner of Sales Tax Cuttack
Central Sales Tax (Orissa) Rules 1957 Sales Tax 1998-99 & 1999-2000 Additional Commissioner of Sales Tax Cuttack
Assam Sales Tax Sales Tax 5.08(Pre-deposit amount Rs. 1.68) 2011-12 to 2014- 15 Deputy Commissioner of Commercial Taxes Assam
Chennai Sales Tax Sales Tax 5.13 2006-07 Sales Tax Tribunal Chennai
Jharkhand VAT Act 2005 VAT 1.16 2015-16 Sales Tax Tribunal Ranchi
51.38 2009-10 Sales Tax Tribunal Ranchi
0.10 2016-17 Sales Tax Tribunal Ranchi
0.08 2017-18 Sales Tax Tribunal Ranchi
Chhattisgarh Vat Act 2005 VAT 3.76 2014-15 Commissioner of commercial Taxes Durg
1.17 2015-16 Commissioner of commercial Taxes Durg
Finance Act 1994 Service Tax 101.56 (Net of amount paid under Protest Rs. 11.00) 2006-07 to 2011- 12 CESTAT Kolkata
26.32 (Net of amount paid under Protest Rs. 2.47) 2018-19 Commissioner (Appeal) Jharkhand
Income Tax Act 1961 Income Tax 8.36 2007-08 to 2017-18 Asst. commissioner of I.T -CPC (TDS)
5.86 1987-88 Hon ?ble High Court at Calcutta
1.31 2007-08 to 2017-18 Income Tax Department Siliguri

viii. According to the information and explanations given to usCompany has not surrendered or disclosed any transactions previously unrecorded in thebooks of accounts in the tax assessments under the Income Tax Act 1961 as income duringthe year. Accordingly the requirement to report on clause 3(viii) of the Order is notapplicable to the Company.

ix. (a) According to the records of the Company examined by us and theinformation and explanation given to us the company has not defaulted in repayment ofloans or borrowing or in the payment of interest thereon to any financial institution orbanks or Government.

(b) According to the information and explanations given to us and therecords of the Company examined by us including representation received from themanagement the Company has not been declared willful defaulter by any bank financialinstitution or other lenders or government or any government authority.

(c) In our opinion and according to the information and explanationgiven to us by the management term Loans were applied for the purpose for which the loanswere obtained.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company we report that no funds raisedon short-term basis have been used for long-term purpose by the Company.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company we report that the company hasnot taken any funds from any entity or person on account of or to meet the obligations ofits subsidiaries or joint ventures as defined under companies Act 2013.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company we report that the company hasnot raised loans during the year on the pledge of securities held in its subsidiariesjoint venture or associate companies defined under companies Act 2013.

x. (a) According to the information and explanations give to us andbased on our examination of the records of the Company the Company has not raised anymoney by way of initial public offer or further public offer (including debt instrument).Accordingly reporting under clause (x) (a) of the Order is not applicable to the Company.

(b) According to the information and explanations give to us and basedon 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 clause (x) (b) of the Order is not applicable tothe Company.

xi. (a) According to the information and explanations given to us nofraud by the Company or on the Company by its officers or employees has been noticed orreported during the course of our audit.

(b) According to the information and explanation given to us no reportunder sub-section (12) of Section 143 of Companies Act 2013 has been filed by theauditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with Central Government.

(c) According to the information and explanations and representationsmade by the management no whistle-blower complaints have been received during the year(and upto date of report) by the company.

xii. According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause (xii) (a) to (c) of the Order is notapplicable to the company.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

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

(b) The internal audit reports of the Company issued till the date ofthe audit report for the period under audit has been considered by us.

xv. In our opinion and according to the information and explanationgiven to us the company has not entered into any non-cash transactions with directors orpersons connected with him and hence requirement to report on clause 3(xv) of the Order isnot applicable on the Company.

xvi. (a) The provisions of section 45-IA of the Reserve Bank of IndiaAct 1934 (2 of 1934) are not applicable to the Company. Accordingly the requirement toreport on clause (xvi) (a) to (c) of the Order is not applicable to the Company.

(b) In our opinion there is no core investment company within theGroup (as defined in the Core Investment Companies (Reserve Bank) Directions 2016) andaccordingly reporting under Clause 3 (xvi) (d) of the Order is not applicable.

xvii. In our opinion and according to the information and explanationsprovided to us The Company has not incurred cash losses in the current financial year andin the immediately preceding financial year.

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

xix. According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realization 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. According to the records of the Company examined by us and theinformation and explanation given to us the average net profits of the Company during thethree immediately preceding financial years is negative hence the company did not spendany amount in CSR activities. Accordingly provisions of clause (xx) (a) and (b) of theOrder are not applicable to the Company. Refer Note No. 56 (xii) to the Standalonefinancial statements.

xxi. According to the information and explanation given to us and basedon the audit report of component auditors no qualifications or adverse remarks has beenreported by them. Accordingly provision of clause (xxi) of the Order are not applicableon the company.

For J K V S & Co.
Chartered Accountants
Firm‘s Registration No. 318086E
Ajay Kumar
Partner
Place: Kolkata Membership No. 068756
Date: 12th May 2022 UDIN: 22068756AIWWFQ2155

Annexure ‘B? to the Independent Auditor?s Report

(Referred to in paragraph 2(g) under ‘Report on Other Legal andRegulatory Requirements? section of our report of even date) Report on the InternalFinancial Controls with reference to financial statements under Clause (i) of Sub-section3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference tofinancial statements of Gillanders Arbuthnot And Company Limited ("theCompany") as of March 31 2022 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

Management?s Responsibility for Internal Financial Controls

The Company?s management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tofinancial 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. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company?spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor?s Responsibility

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 Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the Instituteof Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls. 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 wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor?s judgement including the assessment of the risks of materialmisstatement of the standalone financial statements whether due to fraud or error.

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

Meaning of Internal Financial Controls With reference to financialstatements

A company?s internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles. A company?sinternal financial control with reference to financial statements includes those policiesand procedures 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 standalone 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 unauthorized acquisition use or disposition of the company?s assetsthat could have a material effect on the standalone 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 control 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

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 31 2022 based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.

Other Matter

Our aforesaid reports u/s 143(3)(i) of the Act on the adequacy andoperating effectiveness of the internal financial controls with reference to financialstatements in so far as it relates to one unit of the Company?s Engineering (MICCO)Division is based on the corresponding report of the branch auditor of such unit.

For J K V S & Co.
Chartered Accountants
Firm‘s Registration No. 318086E
Ajay Kumar
Partner
Place: Kolkata Membership No. 068756
Date: 12th May 2022 UDIN: 22068756AIWWFQ2155

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