<dhhead>INDEPENDENT AUDITOR sREPORT</dhhead>
TO THE MEMBERS OF KAMDHENU LIMITED
REPORT ON THE AUDIT OF THE STANDALONE FINANCIALSTATEMENTS
We have audited the accompanying standalone financial statements ofKAMDHENU LIMITED ("the Company") which comprise the Balance Sheet as at March31 2022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year ended on thatdate and a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to theexplanations given to us 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 of 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'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAIs Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of thestandalone 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 that there are no key auditmatters to be communicated in our report.
Information Other than the Standalone FinancialStatements and Auditor sReport Thereon
The Companys Management and Board of Directors are responsiblefor the preparation of the other information. The other information comprises theinformation included in the Management Discussion and Analysis Boards Reportincluding Annexures to Boards Report Business Responsibility Report CorporateGovernance and Shareholders Information but does not include the standalonefinancial statements and our auditors report thereon. The other information isexpected to be made available to us after the date of this Auditor report.
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 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.
Managements Responsibility for theStandalone Financial Statements
The Companys 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 financialposition financial performance total comprehensive income changes in equity and cashflows of the Company in accordance with the Ind AS and other accounting principlesgenerally accepted in India. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and
prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
In preparing the standalone financial statements management isresponsible for assessing the Companys ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing theCompanys financial reporting process
Auditor's Responsibilities for the Audit of theStandalone Financial Statements
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 auditors 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 skepticis m 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 financial controls relevant tothe audit in order to design audit procedures that are appropriate in the circumstances.Under section 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and thereasonable ness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of managements 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 theCompanys ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditors 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 auditors 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 event s 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) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the 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 ofmost significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors 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 Section 143(3) of the Act based on our audit wereport that:
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 our examination of those books.
c) The Balance Sheet the Statement of Profit and
Loss including Other Comprehensive Income Statement of Changes inEquity and the Statement of Cash Flow dealt with by this Report are in agreement with therelevant books of account.
d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified 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 thedirectors as on March 312022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Companys internalfinancial controls over financial reporting.
g) With respect to the other matters to be included in theAuditors Report in accordance with the requirements of section 197(16) of the Actas amended:
In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in theAuditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and according tothe explanations given to us:
i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements.
ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts.
iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented thatto the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate)have beenreceived by the Company from any person or entity including foreign entity ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder(a) and (b) above contain any material misstatement.
v. As stated in Note 14 (d) and 55 to the standalone financialstatements (a) The final dividend proposed in the previous year declared and paid bytheCompany during the year is in accordance with Section 123 of the Act as applicable.
(b) The Board of Directors of the Company have proposed final dividendfor the year which is subject to the approval of the members at the ensuing Annual GeneralMeeting. The amount of dividend proposed is in accordance with section 123 of the Act asapplicable.
As required by the Companies (Auditors Report) Order 2020("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.
For BSD & Co.
Firms registration number: 000312S
Membership number: 070804
Date: 30th May 2022
TO THE AUDITOR sREPORT
REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDERCLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 ("THEACT")
We have audited the internal financial controls over financialreporting of Kamdhenu Limited ("the Company") as of 31st March 2022in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.
Managements Responsibility for InternalFinancial Controls
The Companys management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India('ICAI). 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 companyspolicies 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 Companysinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. 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 over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operatingeffectiveness. Ouraudit of internal financial controls over financial reporting 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 auditors 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 andappropriate to provide a basis for our audit opinion on the Companys internalfinancial controls system over financial reporting.
Meaning of Internal Financial Controls overFinancial Reporting
A companys internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of Standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A companys internalfinancial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorizations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the Companys assets that could have a material effect on theStandalone financial statements.
Inherent Limitations of Internal financialControls over financial Reporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March2022 based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India.
For BSD & Co.
Firms registration number: 000312S
Membership number: 070804
Date: 30th May 2022
TO THE INDEPENDENT AUDITOR'S REPORT
(REFERRED TO IN PARAGRAPH 2 UNDER 'REPORT ONOTHER LEGAL AND REGULATORY REQUIREMENT sSECTION OF OUR REPORT TO THE MEMBERS OFKAMDHENU LIMITED OF EVEN DATE)
To the best of our information and according to the explanationsprovided to us by the Company and the books of account and records examined by us in thenormal course of audit we state that :
i) In respect of the Company Property Plant and Equipment:
(a) (A) The Company has maintained proper records
showing full particulars including quantitative details and situationof Property Plant and Equipment and relevant details of right -of- use assets.
(B) The Company do not have any intangible assets.
(b) The Company has a program of physical verification of PropertyPlant and Equipment and right-of-use of assets so as to cover all the assets once everythree years which in our opinion is reasonable having regard to the size of the Companyand the nature of its assets. Pursuant to the program certain Property Plant andEquipment were due for verification during the year and were physically verified by theManagement during the year. According to the information and explanations given to us nomaterial discrepancies were noticed on such verification.
(c) Based on our examination of the property tax receipts and leaseagreement for land on which building is constructed registered sale deed/ transfer deed/conveyance deed provided to us we report that the title in respect of self - constructedbuildings and title deeds of all other immovable properties (other than properties wherethe Company is the lessee and the lease agreements are duly executed in favor of thelessee) disclosed in the financial statements included under Property Plant andEquipment are held in the name of the Company as at the balance sheet date.
(d) The Company has not revalued any of its Property Plant andEquipment (including right-of-use of assets) and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pendingagainst the Company as at 31st March 2022 for holding any benami propertyunder the Benami Transactions (Prohibition) Act 1988 (as amended in 2016)" and rulesmade thereunder.
ii) (a) According to the information and explanations given to us andon the basis of our examination of records of the Company physical verification of theinventory has been conducted at reasonable intervals by the management and the coverageand procedure of such verification by the management is appropriate. There are nodiscrepancies of 10% or more in the aggregate for each class of inventory and have beenproperly dealt with in the books of accounts
(b) The Company has been sanctioned working capital limits in excess ofRs.5 crore in aggregate at any points of time during the year from banks or financialinstitutions on the basis of security of current assets and the quarterly return orstatements filed by the Company with such banks or financial institutions are in agreementwith the books of accounts of the Company.
iii) The Company has made investments in subsidiary and also in mutualfunds and has not granted unsecured loans to other parties during the year. Theinvestments made earlier/ during the year in subsidiary company and in mutual fund is notprejudicial to the interest of the Company.
The Company has not provided any guarantee or security or granted anyadvances in the nature of loans secured or unsecured to companies firms LimitedLiability Partnerships or any other parties.
iv) In our opinion and according to the information and explanationsgiven to us there are no loans investments guarantees and securities granted during theyear in respect of which provisions of section 185 and 186 of the Companies Act 2013 areapplicable.
v) The Company has not accepted any deposits or amounts which aredeemed to be deposits. Hence reporting under clause 3(v) of the Order is not applicable.
vi) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148 (i) of the Companies Act 2013 and are of the opinion that primafacie the prescribed accounts and records have been made and maintained however we havenot made a detailed examination of such cost records.
vii) In respect of Statutory Dues:
a) In our opinion the Company has generally beenregular in depositingundisputed statutory dues including Goods and services tax provident fund EmployeesState insurance Income tax Sales Tax duty of Custom duty of Excise value Added TaxCess and other material statutory dues applicable to it with the appropriate authorities.
There were no undisputed amounts payable in respect of Goods andServices Tax provident Fund Employees State Insurance Income Tax sales Tax ServiceTax duty of custom duty of Excise Value Added Tax Cess and other material statutorydues in arrears as at March 312022 for a period of more than six months from the datethey became payable.
b) Details of statutory dues referred to in sub-clause (a) above whichhave not been deposited as on March 31 2022 on account of disputes are given below:
|Nature of the statute || |
Nature of dues
Amount Rs. in Lakhs
Period to which the amount relates
Forum where dispute is pending
|Central Excise Act 1944 || |
CESTAT- Mumbai/Delhi /Allahabad
|Central Excise Act 1944 || |
Appeal to be filed
|Income Tax Act 1961 || |
Income Tax Demand
National Faceless Appeal Centre (NFAC)
|Income Tax Act 1961 || |
Income Tax Demand
National Faceless Appeal Centre (NFAC)
viii) There were no transactions relating to previously unrecordedincome that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961).
ix) a) The Company has not defaulted in repayment ofloans or otherborrowings or in the payment of interest thereon to any lender.
b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any other authority.
c) The term loans were applied for the purpose for which the loan wasobtained.
d) On an overall examination of the financial statements of theCompany funds raised on short- term basis have prima facie not been used during theyear for long- term purposes by the Company.
e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries.
f) The Company has not raised any loans duringthe year on the pledge ofsecurities held in its subsidiary company.
x) a) The Company has not raised money by initial public offer orfurther public offer (including debt instruments) during the year and hence reportingunder clause 3(x)(a) of the Order is not applicable. b) During the year the Company hasnot made any preferential allotment or private placement of shares or convertibledebentures (fully or partly or optionally) and hence reporting under clause 3(x) (b) ofthe Order is not applicable.
xi) a) No fraud by the Company and no material fraudon the Company hasbeen noticed or reported during the year.
b) No report under sub section (12) of section 143 of the Companies Acthas been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government during the year upto the date of this report.
c) In our opinion and on the basis of information and explanation givento us no whistle blower complaints has been received by the Company during the year (andupto the date of this report).
xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of the Order is not applicable.
xiii) In our opinion the Company is in compliance with the Section 177and 188 of the Companies Act 2013 with respect to applicable transactions with therelated parties and the details of related party transactions have been disclosed in thestandalone financial statements as required by the applicable accounting standards.
xiv) a) In our opinion the Company has an adequateinternal audit systemcommensurate with the size and the nature of its business. b) We have considered theinternal audit reports for the year under audit issued to the Company during the year andtill date in determining the nature timing and extent of our audit procedures.
xv) In our opinion during the year the Company has not entered into anynon-cash transactions with its Directors or persons connected with its directors and henceprovisions of section 192 of the Companies Act 2013 are not applicable to the Company.
xvi) a) In our opinion the Company is not required to beregisteredunder section 45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause3(xvi)(a)(b) and (c) of the Order is not applicable. b) In our opinion there is no coreinvestment company within the Group (as defined in the Core Investment Companies (ReserveBank) Directions 2016) and accordingly reporting under clause 3(xvi)(d) of the Order isnot applicable.
xvii) The Company has not incurred cash losses during the financialyear covered by our audit and the immediately preceding financial year.
xviii) There has been no resignation of statutory auditors of theCompany during the year.
xix) On the basis of the financial ratios ageing and expected dates ofrealization of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of audit report indicating that company is not capableof meeting its liabilities existing at the date of balance sheet as and when they fall duewithin a period of one year from the balance sheet date. We however state that this isnot an assurance as to the future viability of the Company. We further state that ourreporting is based on the facts up to the date of the audit report and we neither give anyguarantee nor any assurance that all liabilities falling due within a period of one yearfrom the balance sheet date will get discharged by the Company as and when they fall due.
xx) a) There are no unspent amounts towards Corporate SocialResponsibility (CSR) on other than ongoing projects requiring a transfer to a Fundspecified in Schedule VII of the Companies Act in compliance with second proviso tosub-section (5) of section 153 of the said Act.
Accordingly reporting under clause 3(xx)(a) of the Order is notapplicable for the year. b) In respect of ongoing projects the Company has transferredunspent Corporate Social Responsibility (CSR) amount as at the end of financial year to aspecial account within a period of 30 days from the end of the said financial year
in compliance with the provision of section 135(6) of the Act.
For BSD & Co.
Firms registration number: 000312S
Membership number: 070804
Date: 30th May 2022