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K P R Mill Ltd.

BSE: 532889 Sector: Industrials
NSE: KPRMILL ISIN Code: INE930H01031
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VOLUME 18435
52-Week high 771.80
52-Week low 479.60
P/E 23.79
Mkt Cap.(Rs cr) 18,780
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 556.05
CLOSE 558.65
VOLUME 18435
52-Week high 771.80
52-Week low 479.60
P/E 23.79
Mkt Cap.(Rs cr) 18,780
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K P R Mill Ltd. (KPRMILL) - Auditors Report

Company auditors report

To the Members of K.P.R. Mill Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of K.P.R. MillLimited (the "Company") which comprise the standalone balance sheet as at 31March 2022 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year ended and notes to the standalone financial statements including a summaryof significant accounting policies and other explanatory information.

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 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and its profit and other comprehensive income changes in equity and its cash flows forthe year ended on that date.

Basis for Opinion

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 underthe provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional 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 ouropinion thereon and we do not providea separate opinion on these matters.

Revenue recognition

The key audit matter How the matter was addressed in our audit
See notes 3 and 26 to the standalone financial statements. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
Company' s revenue is derived primarily from sale of goods. Revenue from sale of goods is recognised when control of the products being sold is transferred to the customer and there are no longer any unfulfilled performance obligations. The performance obligations in the contracts are fulfilled at the time of dispatch delivery or upon formal customer acceptance depending on customer terms. • Assessing the appropriateness of the accounting policy for revenue recognition with relevant accounting standards;
Inappropriate assessment could lead to risk of revenue being recognized before transfer of control. Evaluating the design and implementation of Company's key internal financial controls in relation to timing of revenue recognition and tested the operating effectiveness of such controls for selected samples;
In view of the above and since revenue is a key performance indicator of the Company we have identified timing of revenue recognition from sale of goods as a key audit matter.
• Performing detailed testing by selecting samples of revenue transactions recorded during the year and around the year end date using statistical sampling. We assessed fulfilment of performance obligations during the year by verifying the underlying documents. These documents included contract specifying terms of sale invoices goods dispatch notes customer acceptances and shipping documents;
• Testing on a sample basis using specified risk based criteria journal entries affecting revenue recognised during the yearto identify unusual items.

Valuation of Inventories

The key audit matter How the matter was addressed in our audit
See notes 3 and 9 to the standalone financial statements. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
The Company is an integrated textile manufacturer and the inventory primarily comprises of yarn fabric and garments. Inventories are valued at lower of cost and net realisable value. The Company maintains its inventory levels based on forecast demand and expected future selling prices. There is a risk of inventories being measured at values which are not representative of the lower of costs and net realisable value (‘NRV'). • Assessing the appropriateness of the accounting policy for inventories with relevant accounting standards;
The Company exercises high degree of judgment in assessing the NRV of the inventories on account of estimation of future and economic market conditions. The carrying value of inventories is material in the context of total assets of the Company. We identified the valuation of inventories as a key audit matter. • Evaluating the design and implementation of the Company's key internal financial controls over valuation of inventories and testing the operating effectiveness of such controls for selected samples;
• Observing the physical verification of inventory on a sample basis. In this regard we have considered the physical condition of inventory by way of obsolescence or wear and tear wherever relevant and applicable in determining the valuation of such inventory.
• For NRV testing selecting inventory items on a sample basis at reporting date and compared their carrying value to their subsequent selling prices as indicated in sales invoices subsequent to the reporting date.

Description of Key Audit Matter

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 andourauditor'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 forthe Standalone Financial Statements

The Company's Management and Board of Directors are responsiblefor the matters stated in Section 134(5) of the Act with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaffairs profit/loss and other comprehensive income changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted In Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due 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 theCompany's financial 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 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 with reference to financial statements inplace 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 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 mannerthatachieves fair presentation.

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

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 ofthe 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.

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 matters specified inparagraphs 3 and 4 ofthe Order to the extent applicable.

2. (A) As required by Section 143(3) oftheAct we reportthat:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept 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) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 oftheAct.

e) On the basis ofthe written representations received from thedirectors as on 1 April 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) oftheAct.

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refertoourseparate Report in "Annexure B".

(B) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit andAuditor's) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31March 2022 on its financial position in its standalone financial statements - Refer Note35 to the standalone financial statements.

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 itsknowledge and belief as disclosed in the note 49 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 personsor entities 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 ("Ultimate Beneficiaries") by or on behalf of the Company orprovide any guarantee security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief as disclosed in the note 49 to the standalone financial statements 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 directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever ("Ultimate Beneficiaries") by oron behalf of the Funding Party orprovide any guarantee security or the like from or onbehalf of the Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (d) (i) and (d) (ii) contain anymaterial mis-statement.

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 appl ies to payment of d ividend.

As stated in note 48 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 No. 101248W/W-100022
K Sudhakar
Place: Coimbatore Partner
Date : April 27 2022 Membership No. 214150
ICAI UDIN: 22214150AHXEXO2335

Annexure A to the Independent Auditor's Report on StandaloneFinancial Statements of K.P.R. Mill Limited for the year ended March 312022(Referred to in our report of even date)

(I) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

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

(b) According to the information and explanations given to us and onthe basis of our examination ofthe records ofthe Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified in a phased manner over a period of threeyears. In accordance with this programme certain property plant and equipment wereverified during the year. In our opinion this periodicity of physical verification isreasonable having regard to the size ofthe Company and the nature of its assets. Nodiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination ofthe records ofthe Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leasesagreements are duly executed in favour ofthe lessee) disclosed in the standalone financialstatements are held in the name ofthe Company except for the following which are not heldin the name ofthe Company:

Description of property Gross carrying value (Rs. in lakhs) 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
Freehold land located at Kittampalayam and Tirunelveli admeasuring 19 acres and 8 acres respectively 66.76 K.P.R. Spinning Mill Private Limited NO April 12005 The title deeds are in the name of K.P.R. Spinning Mill Private Limited erstwhile Company that was merged with the Company under section 391 to 394 ofthe Companies Act 1956 in terms of the approval of Honourable High Court(s) of judicature.
Freehold land located atArasur Bogampatti Thenkasi Tirunelveli admeasuring 40.65 acres 18.20 acres 57.63 acres and 6 acres respectively 64.47 K.P.R. Mill Private Limited NO April 12005 The title deeds are in the name of K.P.R. Mill Private Limited erstwhile Company that was merged with the Company under section 391 to 394 of the Companies Act 1956 in terms of the approval of Honourable High Court(s) of judicature.
Freehold land located at Tirunelveli admeasuring 2 acres 9.61 K.P.R. Knits NO April 1 2005 The title deeds are in the name of K.P.R. Knits erstwhile Company that was acquired through out-right purchase.

Immovable properties whose title deeds have been charged as securityfor loans are held in the name of the Company based on the confirmations directly receivedby us from lenders.

(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 inventory except goods-in-transit has been physicallyverified by the management during the year. In our opinion the frequency of suchverification is reasonable and procedures and coverage as followed by management wereappropriate. No discrepancies were noticed on verification between the physical stocks andthe book records that were more than 10% in the aggregate of each class of inventory.

(b) According to the information and explanations given to us and 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. In ouropinion thequarterly returns or statements filed by the Company with such banks or financialinstitutions are in agreement with the books of account of the Company.

(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 or security granted loans and advances in the nature ofloans secured or unsecured to companies limited liability partnership and other partiesin respect of which the requisite information is as below:

(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 providedadvances in the nature of loans or stood guarantee or provided security to entities asset out below:

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion the investments made guaranteesprovided security given during the year and the terms and conditions of the grant ofloans and advances in the nature of loans and guarantees provided during the year areprima facie not prejudicial to the interest of the Company.

(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 repayment of principal and payment of interest has been stipulated and therepayments or receipts have been regular where applicable. Also refer Note 47 to thestandalone financial statements.

Further the Company has not given any advance in the nature of loan toany 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 there is no overdue amount formore than ninety days in respect of loans given.

Also refer Note 47 to the standalone financial statements. Further theCompany has not given any advances in the nature of loans 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 the Company has not grantedany loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

Particulars Guarantees Security Loans Advances in nature of loans
Aggregate amount during the year
* -Subsidiaries 71500
-Joint ventures * - - - -
-Associates * - - - -
-Others 3300 - - -
Balance outstanding as at balance sheet date
-Subsidiaries * 179045 204
-Joint * ventures - - - -
* -Associates - - - -
-Others 3629 - - -

(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 guarantees and security given by the Company in our opinion the provisions ofSection 185 and 186 of the Companies Act 2013 ("the Act") have been compliedwith. (v) The Company has not accepted any deposits or amounts which are deemed to bedeposits from the public.

Accordingly clause 3(v) of the Order is not applicable. (vi) We havebroadly reviewed the books of accounts maintained by the Company pursuant to the rulesprescribed by the Central Government for maintenance of cost records under Section 148(1)of the Act in respect of its manufactured goods and services provided by it and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not carried out a detailed examination of the records with aview to determine whetherthese are accurate or complete.

(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 Services 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 Iaccrued in the books of account in respect of undisputed statutory dues including GSTProvident fund Employees' State Insurance Income-Tax Duty of Customs Cess andother statutory dues have been regularly deposited by the Company with the appropriateauthorities; (b) According to the information and explanations given to us and on thebasis 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 except as follows:

Name of the statute Nature of the dues Amount (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 2.68 2016-17 Commissioner of Income Tax (Appeals) Coimbatore.

(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 term loans were applied for the purpose for which the loanswere obtained.

(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 onshortL term 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 associates or joint ventures 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 joint ventures or associatecompanies (as defined 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 clause 3(x)(a) ofthe Order is not applicable.

(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 clause 3(x)(b) of the Order is not applicable. (xi) (a)Based on examination of the books and records of the Company and according to theinformation and explanations given to us no fraud by the Company or on the Company hasbeen 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 Act has been filed by the auditors inForm ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules 2014with the Central Government.

(c) As represented to us by the management there are no whistle blowercomplaints received by the Company during the year.

(xii) According to the information and explanations given to us theCompany is not a Nldhl Company. Accordingly clause 3(xii) ofthe Order is not applicable.

(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 oftheAct where applicable and the details of the related party transactions havebeen disclosed in the standalone financial statements as required by the applicableaccounting 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 the Act arenot applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934.

Accordingly clause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934.

Accordingly clause 3(xvi)(b) of the Order is not applicable.

(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) oftheOrder is not applicable.

(d) The Company is not part of any group (as per the provisions oftheCore Investment Companies (Reserve Bank) Directions 2016 as amended). Accordingly therequirements of clause 3(xvi)(d) are not applicable (xvii) The Company has not incurredcash losses in the current and in the immediately preceding financial year.

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

(xix) According to the information and explanations given to us and onthe basis ofthe financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that the Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by 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 No. 101248W/W100022
K Sudhakar
Partner
Place : Coimbatore Membership No. 214150
Date : April 27 2022 ICAI UDIN: 22214150AHXEXO2335

Annexure B to the Independent Auditors' report on the audit ofthe standalone financial statements of K.P.R. Mill Limited for the year ended March312022

Report on the internal financial controls with reference to the aforesaidstandalone financial statements under Clause (i) of Sub-section 3 of Section 143 ofthe Companies Act 2013

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legaland Regulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of K.P.R. Mill Limited ("the Company") as of March 31 2022in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at March 31 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's and Board of Directors' Responsibility for InternalFinancial Controls

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to financial statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note. These responsibilities include the design implementation and maintenanceof adequate 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(hereinafter referred to as "the Act").

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 ofthe risks 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 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 standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

for B S R & Co. LLP
Chartered Accountants
Firm's Registration No. 101248W/W-100022
K Sudhakar
Partner
Place: Coimbatore Membership No. 214150
Date : April 27 2022 ICAI UDIN: 22214150AHXEXO2335

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