TO THE MEMBERS OF GRAUER & WEIL (INDIA) LIMITED
We have audited the accompanying standalone Ind AS financial statements of Grauer& Weil (India) Limited ("the Company") which comprise the Balance Sheetas at March 31 2021 the Statement of Profit and Loss (including Other ComprehensiveIncome) Statement of Changes in Equity and Statement of Cash Flows for the year thenended and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards (Ind AS)prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards)Rules 2015 as amended and other accounting principles generally accepted in India ofthe state of affairs (financial position) of the Company as at March 312021 and itsprofit (financial performance including other comprehensive income) the changes in equityand its cash flows for the year ended on that date.
2. Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Ind AS Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the independence requirements thatare relevant to our audit of the standalone Ind AS financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone Ind AS financial statements.
3. Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.
|Sr. No. Key Audit Matter ||Our Response |
|1 Evaluation of Provisions and Contingent Liabilities w.r.t. litigations and claims ||We performed the following substantive procedures: Testing the design implementation and operating effectiveness of key internal controls around the recognition and measurement of provisions and re-assessment of development of contingent liabilities. We have assessed the value of significant provisions and contingent liabilities in light of the nature of the exposures applicable regulations and related correspondence with the authorities. |
|The Company has uncertain positions including matters under dispute which involves significant judgement to determine the possible outcome of the disputes ||Evaluating judgements made by the Company by comparing the estimates of prior year to the actual outcome. |
| ||Assessing the Company's disclosures in the financial statements in respect of provisions and contingent liabilities. |
|2 Defined benefit obligation ||We have examined the key controls over the process involving member data formulation of assumptions and the financial reporting process in arriving at the provision for retirement benefits. We tested the controls for determining the actuarial assumptions and the approval of those assumptions by senior management. |
|The valuation of the retirement benefit schemes in the Company is determined with reference to various actuarial assumptions including discount rate future salary increases rate of inflation mortality rates and attrition rates. ||We found these key controls were designed implemented and operated effectively and therefore determined that we could place reliance on these key controls for the purposes of our audit. We tested the employee data used in calculating the obligation and where material we also considered the treatment of curtailments settlements past service costs remeasurements benefits paid and any other amendments made to obligations during the year. |
|Due to the size of these schemes small changes in these assumptions can have a material impact on the estimated defined benefit obligation ||From the evidence obtained we found the data and assumptions used by management in the actuarial valuations for retirement benefit obligations to be appropriate. |
4. Information Other than the Standalone Ind AS Financial Statements and Auditor'sReport thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report Management Discussion and Analysis Reporton Corporate Governance Business Responsibility Report but does not include the Ind ASFinancial Statements and our Auditor's Report thereon. Our opinion on the Ind AS FinancialStatements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone Ind AS financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated. If based on the work we have performed we conclude thatthere is a material misstatement of this other information we are required to report thatfact. We have nothing to report in this regard.
5. Management's Responsibility for the Standalone Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with the Ind ASand other accounting principles generally accepted in India. 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 Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reportingprocess.
6. Auditor's Responsibility for the audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial 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. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone Ind ASfinancial 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 financial 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 the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone Ind AS financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.
Evaluate the overall presentation structure and content of the standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
Materiality is the magnitude of misstatements in the standalone Ind AS financialstatements that individually or in aggregate makes it probable that the economicdecisions 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 results of our work; and
(ii) to evaluate the effect of any identified misstatements in the financialstatements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.
7. Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give inAnnexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
As required by Section 143(3) of the Act based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.
d) In our opinion the aforesaid standalone Ind AS financial statements comply with theInd AS prescribed under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.
e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 from being appointed as a director in terms of Section 164 (2) of theAct.
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure B". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
g) As required by section 197(16) of the Act based on our audit we report that theCompany has paid and provided for 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.
h) 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 on its financialposition in its standalone Ind AS financial statements - (Refer Note 34 A) to theStandalone Ind AS financial statements;
ii. The Company has long-term contracts including derivative contracts for which therewere no material foreseeable losses; and
iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.
For SCA AND ASSOCIATES
| ||Chartered Accountants Firm Registration No.l0II74W |
| ||Shivratan Agarwal |
|Place : Mumbai ||Partner |
|Date : June 30 2021 ||Membership No.104180 |
| ||UDIN: 21104180AAAAIK7009 |
"ANNEXURE A" TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE IND AS FINANCIAL STATEMENTS OF GRAUER & WEIL (INDIA) LIMITED
i) In respect of its Property Plant and Equipment
a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment;
b) The assets have been physically verified by the management in accordance with aphased programme of verification which in our opinion is reasonable considering the sizeand the nature of its business. The frequency of verification is reasonable and nomaterial discrepancies have been noticed on such physical verification.
c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties are heldin the name of the Company.
ii) The inventory excluding goods-in-transit has been physically verified by themanagement during the year. In our opinion the frequency of verification is reasonable.No material discrepancies were noticed on such physical verification.
iii) The Company has not granted any loans secured or unsecured during the year tocompanies firms limited liability partnerships or other parties covered in the registermaintained under section 189 of the Act. Accordingly the clauses 3(iii) (a) (b) and (c)of the Order are not applicable to the Company. However in respect of a loan given to anassociate company in an earlier year the receipt of interest is regular. There is nostipulation regarding repayment of principal amount.
iv) The Company has not granted any loan neither made any investments nor given anyguarantee or security during the year covered by the provisions of Sections 185 and 186of the Act. However the company has complied with the provisions of sections 185 and 186of the Act in respect of loans advance to subsidiaries / associates and investments madetherein.
v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable to the Company.
vi) We have broadly reviewed the books of account maintained by the Company pursuant tothe rules made by the Central Government for the maintenance of cost records under section148 (1) of the Act and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained.
vii) a) The Company is regular in depositing undisputed statutory dues includingProvident Fund Employees' State Insurance Income Tax Service Tax Goods and Servicestax Duty of Customs Duty of Excise Value Added Tax Cess and any other statutory dueswith appropriate authorities where applicable. There are no undisputed amounts payable inrespect of such statutory dues which have remained outstanding as at March 312021 for aperiod of more than six months from the date they became payable.
b) According to the records of the Company the dues outstanding of Income-Tax ValueAdded Tax Service Tax Duty of Customs Duty of Excise and Sewerage Tax on account of anydispute are as follows:
|Particulars ||Period to which the amount related ||Forum where the dispute is pending ||Amount (Rs. In Lacs) |
|Income Tax ||2004-05 ||Income Tax Appellant Tribunal ||9.68 |
| ||2011-12 ||Commissioner of Income Tax (Appeals) ||14.59 |
| ||2014-15 to 2016-17 ||Commissioner of Excise & Customs (Appeals) Chandigarh ||35.03 |
| ||2011-12 to 2015-16 ||CESTAT Ahmedabad ||267.38 |
|Excise Duty ||2015-16 to 2017-18 || || |
| ||2006-07 to 2011-12 || || |
| ||2006-07 to 2011-12 ||Additional Commissioner - Excise and Service tax Vapi ||37.58 |
|Service Tax ||2003-04 to 2006-07 ||CESTAT Mumbai ||70.88 |
| ||2010-2011 to 2014-15 ||CESTAT Mumbai ||76.48 |
| ||2015-16 & 2016-17 ||Deputy Commissioner CGST Thane ||30.33 |
|Sales Tax/VAT/CST ||1998-99 ||Deputy Commissioner (Appeal) Jaipur ||11.07 |
| ||2013-14 ||Joint Commissioner of Sales Tax (Appeal) ||194.12 |
| ||2015-16 2016-2017 ||Joint Commissioner of State Tax (Appeal) ||56.89 |
| ||2015-16 2016-2017 ||Deputy Commissioner of State Tax ||21.41 |
|Sewerage Tax ||2007-08 to 2011-12 ||Small Cause Court ||34.00 |
viii) The Company has not defaulted in repayment of its loans or borrowings to banks.The Company does not have any borrowings by way of debentures.
ix) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (Including debt instruments). Moneys raised by way of Term Loan were appliedfor the purpose for which those are raised.
x) On the basis of our examination and according to the information and explanationsgiven to us no fraud by the Company or any material fraud on the Company by its officersor employees has been noticed or reported during the year nor have we been informed ofany such case by the management.
xi) The managerial remuneration has been paid in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii) The Company is not a Nidhi Company and accordingly provisions of clause (xii) ofPara 3 of the order are not applicable to the Company.
xiii) On the basis of our examination and according to the information and explanationsgiven to us we report that all the transaction with the related parties is in compliancewith Section 177 and 188 of the Act and the details have been disclosed in the Financialstatements in Note No. 33(O) as required by the applicable accounting standards.
xiv) The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year and accordingly provisions ofclause (xiv) of Para 3 of the Order are not applicable to the Company.
xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with them. Accordingly provisions ofclause (xv) of Para 3 of the Order are not applicable to the Company.
xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 and accordingly provisions of clause (xvi) of Para 3 of the Orderare not applicable to the Company.
For SCA AND ASSOCIATES
| ||Chartered Accountants |
| ||Firm Registration No.l0II74W |
|Place : Mumbai ||Shivratan Agarwal |
|Date : June 30 2021 ||Partner |
| ||Membership No.104180 |
| ||UDIN: 21104180AAAAIK7009 |
"ANNE XU RE B" TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE IND AS FINANCIAL STATEMENTS OF GRAUER & WEIL (INDIA) LIMITED
Report on the Internal Financial Controls with reference to the aforesaid standaloneInd AS financial statements under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ("the Act")
We have audited the internal financial controls with reference to standalone Ind ASfinancial statements of GRAUER & WEIL (INDIA) LIMITED ("the Company")as of March 312021 in conjunction with our audit of the Standalone Ind AS FinancialStatements of the Company for the year ended on that date.
In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to Financial Statements and such controls wereoperating effectively as at March 312021 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note issued by the Institute of CharteredAccountants of India (ICAI).
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to standalone Ind ASfinancial 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's policiesthe safeguarding 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.
Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone Ind AS 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 Institute ofChartered 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 standalone Ind AS financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to standalone Ind AS financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone Ind AS financial statements included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material 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 judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemwith reference to standalone Ind AS financial statements
Meaning of Internal Financial Controls with reference to standalone Ind AS financialstatements
A Company's internal financial control with reference to standalone Ind AS 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 control with reference to standalone Ind AS financial statements includes thosepolicies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to standalone Ind ASfinancial statements
Because of the inherent limitations of internal financial controls with reference tostandalone Ind AS 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 standalone Ind AS financial statements to future periods aresubject to the risk that the internal financial control with reference to standalone IndAS financial statements may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
For SCA AND ASSOCIATES
| ||Chartered Accountants Firm Registration No.l0II74W |
| ||Shivratan Agarwal |
|Place : Mumbai ||Partner |
|Date : June 30 2021 ||Membership No.104180 |
| ||UDIN: 21104180AAAAIK7009 |