You are here » Home » Companies » Company Overview » Kesar Terminals & Infrastructure Ltd

Kesar Terminals & Infrastructure Ltd.

BSE: 533289 Sector: Others
NSE: KTIL ISIN Code: INE096L01025
BSE 00:00 | 25 Nov 26.05 0.80
(3.17%)
OPEN

26.45

HIGH

26.45

LOW

24.60

NSE 05:30 | 01 Jan Kesar Terminals & Infrastructure Ltd
OPEN 26.45
PREVIOUS CLOSE 25.25
VOLUME 1369
52-Week high 51.90
52-Week low 15.65
P/E
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.45
CLOSE 25.25
VOLUME 1369
52-Week high 51.90
52-Week low 15.65
P/E
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kesar Terminals & Infrastructure Ltd. (KTIL) - Auditors Report

Company auditors report

To the Members of

Kesar Terminals and Infrastructure Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Qualified Opinion

We have audited the accompanying standalone Ind AS financial statements of KesarTerminals and Infrastructure Limited ("the Company") which comprise theBalance Sheet as at March 312022 and the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsfor the year then ended and notes to the standalone Ind AS financial statements includinga summary of significant accounting policies and other explanatory information(hereinafter referred to as "Standalone Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matters mentioned in the Basis forQualified Opinion section of our report the aforesaid standalone Ind AS financialstatements give the information required by the Companies Act 2013 ("the Act")in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India including the Indian Accounting Standards("Ind AS") of the state of affairs of the Company as at March 312022 its loss(including other comprehensive income) its changes in equity and its cash flows for theyear ended on that date.

Basis for Qualified Opinion

a. We draw attention to Note 32 of the standalone Ind AS financial statements inrespect of litigation with the Deendayal Port Trust (DPT) in respect of their demand oftransfer/upfront fees and increase in lease rentals for the leasehold lands and renewal ofthe said leases. As stated in Note the Hon'ble Gujarat High Court has issued an orderagainst the Company and the Company is examining the possibility of contesting the same inthe Hon'ble Supreme Court of India. However pending action on the above noprovision/adjustments have been made in the standalone Ind AS financial statements inrespect of incremental liability or any impact on the leased assets recognised in thefinancial statements being the same currently not ascertainable and depreciation on assetsconstructed on lease hold land has been continued to be charged as per the ratesprescribed in Schedule II of the Companies Act 2013 and right to use lease assets arecontinued to be recognised based on the lease period as already determined and recognisedearlier. The final outcome of the matter may have impact on the profits of the Company aswell as the Right to use - Lease assets recognized by the Company.

b. We draw attention to Note 33 of the standalone Ind AS financial statements withregard to Company's noncurrent investment in and other non-current loan to KesarMultimodal Logistics Limited (KMLL) a wholly owned subsidiary company aggregatingRs.9803.04 lakhs and Rs.3913.63 lakhs respectively as at March 31 2022. As stated inthe said note KMLL has incurred substantial losses till current year and the net worth ofKMLL has been fully eroded. In view of loan and interest payment defaults by KMLL thelenders of KMLL have filed a petition against KMLL and the Company (being a corporateguarantor) with the National Company Law Board (NCLT) - Mumbai under the Insolvency andBankruptcy Code (IBC) 2016. The petition against KMLL was admitted on 17th February 2022and Mr. Prashant Jain was aAppointed as the Interim Resolution Professional (IRP) underthe Insolvency and Bankruptcy Code 2016. In view of the above Management is of the viewthat there is an impairment in the value of the above loans to and investments in KMLL.

However the extent of impairment has not been ascertained and an approximate provisionfor impairment of loans and investments of '6858.33 lakhs i.e. 50 % of totalinvestments and loans outstanding as on 31.03.2022 has been made in the financialstatements which is not in accordance with the requirements of Ind AS 36 - 'Impairment ofAssets'. Also during the year the management has taken a decision not to book theNotional Interest Income as per IND AS on investments in KMLL (i.e. 0% preference sharesand Interest free Unsecured Loans) and notional commission on corporate guarantee given onLoans taken by KMLL w.e.f. 01.04.2021. In the absence of sufficient appropriate auditevidence to support Management's assessment as above or any other relevant alternateevidence we are unable to comment upon whether provision for impairment of loans andinvestments made is adequate and adjustments if any that may be required to the carryingvalues of these noncurrent investments and loans and the consequential impact on thestandalone Ind AS financial statements.

c. We draw attention to Note 33 of the standalone Ind AS financial statements inrespect of the petition filed against the Company being a corporate guarantor for theborrowings availed by the Subsidiary Company KMLL from lenders which has been admitted inthe NCLT Mumbai under the Insolvency and Bankruptcy Code (IBC) 2016. As explained in Note33 of the financial statements the One Time Settlement (OTS) proposal been submitted tothe lenders by the Company of the KMLL and an amount of '800 lakhs has been paid to thelenders of the KMLL which shall be adjusted against the OTS amount upon sanction of theOTS by the consortium banks. The said amount has been disclosed as 'Other Current assets'pending sanction of the OTS proposal. However no provision has been made in the books ofaccount in respect of liability if any that may arise out of the invocation of theCorporate Guarantee as stated above and in view of the petition against the Company beingadmitted in the NCLT Mumbai. Further the IBC proceedings admitted against the Companymay have impact on the assets and liabilities of the Company.

We conducted our audit in accordance with Standards on Auditing (SAs) specified undersection 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the standalone Ind ASfinancial 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 ("ICAI") together with the ethical requirements that are relevant to ouraudit of the standalone Ind AS financial statements under the provisions of the Act andRules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements of the currentperiod.

These matters were addressed in the context of our audit of the standalone Ind ASfinancial 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 audit matters to communicate in our report.

Emphasis of Matters

As stated in Note 52 balances of trader receivables trade payables borrowings loansand advances and security deposits are subject to confirmations reconciliations andconsequential adjustments. Further pursuant to commencement of CIRP proceedings for thesubsidiary company and the Company the Resolution Professional (RP) is in the process ofascertaining the claims from all the creditors. Pending completion of the said processthe impact of the above on the financial statements will be accounted on completion of thesaid process.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Directors Report ManagementDiscussion and Analysis Report and Corporate Governance Report but does not include thestandalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information identified above and in doing soconsider whether the other information is materially inconsistent with the standalone IndAS financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone IndAS 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 financial performance(including other comprehensive income) changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including Ind ASspecified under section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements the Board of Directors isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

The Honourable National Company Law Tribunal Mumbai ("NCLT") by order dated7th March 2022 admitted the Corporate Insolvency Resolution Process ("GRP")application filed by Bank of Baroda against the company being the corporate guarantor inrespect of debts of subsidiary company Kesar Multimodal Logistics Ltd who has defaulted inrepaying the outstanding loans. Shri Prashant Jain Registration Number(IBBI/IPA-001/IP-P01368/2018-2019/12131) has been aAppointed as Interim ResolutionProfessional to carry out functions as mentioned under Insolvency & Bankruptcy Code2016.

In view of the ongoing CIRP and suspension of powers of Board of Directors on07/03/2022 the powers of adoption of this standalone financial statement vests with RPunder provisions of the code as the powers of the Board of Directors are suspended.

As per Section 134 of the Companies Act 2013 the financial statements of a Companyare required to be authenticated by the Chairperson of the Board of Directors whereauthorized by the Board or at least two directors of which one shall be managing directoror CEO (being a Director) the CFO and the Company Secretary where they are aAppointed.Under IBC 2016 such powers shall vest with the Resolution Professional Mr. Prashant Jain.

Auditor's Responsibilities 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 this standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to standalone financial statements inplace and the operating effectiveness 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 to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa 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.

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.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein "Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

(2) As required by section 143(3) of the Act we report that:

a. We have sought and obtained except for the possible effects of the mattersdescribed in the Basis for Qualified Opinion section 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 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 Statement of Cash Flows dealt with bythis report are in agreement with the books of account;

d. In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards specified under section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended except as otherwise stated in para(a) of the Basis of Opinion section of this report with regard to the impairment ofnon-current investment in and other non-current loan to Kesar Multimodal Logistics Limited(KMLL) a wholly owned subsidiary company (IND AS 36 - Impairment of Assets);

e. The matters described under the Basis for Qualified Opinion and Emphasis of Mattersection of our report in our opinion may have an adverse effect on the functioning ofthe Company;

f. On the basis of the written representations received from the directors as on March31 2022 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2022 from being a Appointed as a director in terms of section164(2) of the Act. However in view of corporate insolvency Resolution process (CIRP) fromMarch 07 2022 the powers of Board of Directors stand suspended as per section 17 of thecode and such powers are exercised by the Resolution Professional from March 07 2022onwards;

g. With respect to the adequacy of the internal financial controls with reference tostandalone Ind AS financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate Report in "Annexure B".

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

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid/ provided by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act;

i. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

(i) As stated in Note 33 the petition filed by the lenders of the Subsidiary Companyagainst the Company under section 7 of the Insolvency and Bankruptcy Code 2016 has beenadmitted on 7th March 2022 and the CIRP process has started. The impact of theabove on financial statements of the Company cannot be ascertained at present. The Companyhas disclosed the impact of other pending litigations on its financial position in itsstandalone Ind AS financial statements - Refer Note 32 and 33 to the standalone Ind ASfinancial statements;

(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses;

(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

(iv) (a) The management has represented that to the best of it's knowledge and beliefother than as disclosed in the notes to the accounts no funds have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the company to or in any other person(s) or entity(ies) includingforeign entities ("Intermediaries") with the understanding whether recorded inwriting or otherwise that the Intermediary shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe company ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) The management has represented that to the best of it's knowledge and beliefother than as disclosed in the notes to the accounts no funds have been received by thecompany from any person(s) or entity(ies) including foreign entities ("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 such audit procedures that we have considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (a) and (b) contain any material mis-statement.

(v) The dividend declared and paid during the year by the Company is in compliance withsection 123 of the Companies Act 2013.

For Chandabhoy & Jassoobhoy
Chartered Accountants
Firm Registration No. 101647W
Bhupendra T. Nagda
Partner
Membership No. 102580
UDIN: 22102580ANLRVK8915
Place: Mumbai
Date: July 22 2022

ANNEXURE 'A' TO THE INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 1 under the heading 'Report on Other Legal and RegulatoryRequirements' in the Independent

Auditor's Report of even date to the members of Kesar Terminals and InfrastructureLimited on the standalone Ind AS financial statements for the year ended March 31 2022]

(i)(a)(A) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Property Plant and Equipment have beenphysically verified by the management at reasonable interval and no material discrepancieswere noticed on verification between the physical assets and the book records. In ouropinion the frequency of verification of Property Plant and Equipment is reasonablehaving regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us the title deeds of allthe immovable properties (other than properties where the Company is the lessee and thelease agreements are duly executed in favour of the lessee) disclosed in the financialstatements are held in the name of the company.

The leasehold lands have been transferred from Kesar Enterprises Limited to the Companyon account of scheme of demerger sanctioned by Hon'ble High Court of Bombay. HoweverDeendayal Port Trust has raised a demand towards transfer/upfront fees for which Companyhad filed a Letter Patent Appeal (LPA)/ Special Leave Application (SCA) in Hon'ble HighCourt of Gujarat against the demand raised by the DPT. Further for certain portion ofleasehold land where the lease period is expired the Company had filed LPA/ SCA for therenewal of the said lease. However vide Order dated 06.05.2022 the SCA and LCA filed bythe Company has been dismissed by the Hon'ble High Court of Gujarat. The Company isexamining the possibility of contesting the said order in Hon'ble Supreme Court of Indiaagainst the order of Hon'ble High Court of Gujarat. Also Refer Note no. 32 of thestandalone Ind AS financial statements.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not revalued its PropertyPlant and Equipment (including Right of Use assets) or intangible assets during the year.

(e) According to the information and explanations given to us there are no proceedingsinitiated or are pending against the Company for holding any benami property under theBenami Transactions (Prohibition) Act 1988 and Rules made thereunder.

(ii)(a) According to the information and explanations given to us the inventory hasbeen physically verified by the management during the year. In our opinion the frequencyof verification is reasonable and procedures and coverage as followed by management wereappropriate. As informed to us no discrepancies were noticed on verification carried outduring the year between the physical stocks and the book records that were 10% or more inthe aggregate for each class of inventory.

(b) According to the information and explanations given to us the Company has not beensanctioned working capital limits in excess of five crore rupees in aggregate from banksor financial institutions on the basis of security of current assets during any point oftime of the year. Hence clause 3(ii) (b) of the Order is not applicable to the Companyduring the year.

(iii) (a) According to the information and explanations given to us and on the basis ofour examination of the records

of the Company the Company has provided following loans or provided advances in thenature of loans or stood guarantee or provided security during the year: -

(Rupees in Lakhs)
Particulars Guarantees Security Loans Advances in nature of loans
Aggregate amount granted/provided / renewed during the year
- Subsidiaries 3038.79
- Others 3.17
Balance Outstanding as at balance sheet date in respect of above cases 10811.00
- Subsidiaries (Also Refer Note 33 of the standalone Ind AS financial statements) 3913.63
- Others 2.30

(b) According to the information and explanations given to us investments madeguarantees provided security given and the terms and conditions of the grant of all loansand advances in the nature of loans and guarantees provided are not prejudicial to theCompany's interest.

(c) According to the information and explanations given to us in respect of loans andadvances in the nature of loans the schedule of repayment of principal has beenstipulated and the said loans are interest free. Loans aggregating to '2194.74 lakhsconstituting 72.22 % of the aggregate loans granted during the year fell due duringthe year and have not been repaid during the year and the same have been further renewedduring the year.

(d) According to the information and explanations given to us the Company has notgranted any loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

(iv) In our opinion and according to the information and explanations given to us andon the basis of our examination of the records of the Company in respect of loansinvestments guarantees and securities the Company has complied with the provisions ofsections 185 and 186 of the Companies Act.

(v) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not accepted any deposits oramounts which are deemed to be deposits during the year and hence the directives issued byReserve Bank of India and the provisions of Section 73 to 76 or any other relevantprovisions of the Companies Act 2013 and rules framed thereunder are not applicable.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of Section 148 of theCompanies Act 2013.

(vii)(a) According to the information and explanations given to us and the records ofthe Company examined by us the Company has been generally regular in depositing theundisputed statutory dues including Goods and Services Tax provident fund employees'state insurance income-tax sales-tax service tax duty of customs duty of excisevalue added tax cess and any other applicable statutory dues to the appropriateauthorities during the year. According to the information and explanations given to usthere are no material undisputed statutory dues outstanding as at March 31 2022 for aperiod of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no materialstatutory dues referred to in sub-clause (a) above which have not been deposited onaccount of any dispute as at March 31 2022 except as under:

Name of the statute Nature of dues Amount (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending Remarks
Income Tax Act 1961 Income Tax 7.92 Assessment Year 2013-14 Commissioner of Income Tax (Appeals)

-

Income Tax Act 1961 Income Tax 439.33 Assessment Year 2013-14 Commissioner of Income Tax (Appeals)

-

Income Tax Act 1961 Income Tax 15.61 Assessment Year 2014-15 Commissioner of Income Tax (Appeals)

-

Income Tax Act 1961 Income Tax 22.14 Assessment Year 2017-18 Commissioner of Income Tax (Appeals)

-

Income Tax Act 1961 Income Tax 48.90 Assessment Year 2018-19 Commissioner of Income Tax (Appeals)

-

(viii) According to the information and explanations given to us there are no suchtransactions not recorded in the books of account that have been surrendered or disclosedas income during the year in the tax assessments under the Income Tax Act 1961 (43 of1961).

(ix) (a) According to the information and explanations given to us the Company has notdefaulted in repayment of loans or borrowings or in the payment of interest thereon to thelenders except that the Corporate guarantee given by the Company towards borrowingsavailed by Company's wholly owned subsidiary Company has been invoked by the bank againstwhich a dispute had arisen and the NCLT has admitted the case under IBC 2016. Also referNote 33 to the standalone Ind AS financial statements.

(b) According to the information and explanations given to us the Company is notdeclared as wilful defaulter by any banks or financial institution or other lender.

(c) In our opinion and according to the information and explanations given to us theterm loans were applied for the purposes for which they were raised during the year.

(d) In our opinion and according to the information and explanations given to us thefunds raised on short term basis have not been utilized for long term purposes by theCompany during the year.

(e) According to the information and explanations given to us the Company has nottaken any funds from any entity or person on account of or to meet the obligations of itssubsidiaries associates or joint ventures.

(f) According to the information and explanations given to us the Company has notraised loans during the year on the pledge of securities held in its subsidiaries jointventures or associate companies.

(x)(a) According to the information and explanations given to us and the records of theCompany examined by us the Company did not raise any money by way of initial public offeror further public offer (including debt instruments) during the year. Hence Clause3(x)(a) of the Order is not applicable to the Company during the year.

(b) According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or convertible debentures duringthe year.

(xi) (a) Based on the audit procedures performed and the information and explanationsgiven by the management no fraud by the Company or on the Company has been noticed orreported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filedby the auditors during the year in Form ADT-4 as prescribed under rule 13 of Companies(Audit and Auditors) Rules 2014 with the Central Government.

(c) According to the information and explanations given to us no whistle blowercomplaints have been received by the Company during the year.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Hence Clause 3(xii) of the Order is not applicable.

(xiii) According to the information and explanation given to us all transactions withthe related parties are in compliance with sections 177 and 188 of Companies Act whereapplicable and the details have been disclosed in the financial statements as required bythe applicable accounting standards.

(xiv) (a) In our opinion and according to the information and explanations given to usthe Company has internal audit system commensurate with size and nature of its business.

(b) The reports of the internal auditors for the period under audit were considered byus while framing our opinion on the financial statements of the Company.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with themduring the year.

(xvi)(a) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

(b) According to the information and explanations given to us the Company has notconducted any NonBanking Financial or Housing Finance activities during the year. Clause3(xvi)(b) of the Order is therefore not applicable to the Company.

(c) According to the information and explanations given to us the Company is not aCore Investment Company (CIC) as defined in the regulations made by the Reserve Bank ofIndia.

(d) According to the information and explanations given to us the Company does nothave any CIC as a part of the Group.

(xvii) According to the information and explanations given to us the Company has notincurred cash losses in the current financial year and in the immediately precedingfinancial year.

(xviii) There has been no resignation of the statutory auditors during the year.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and further based on ourexamination of the records of the Company except for the possible effects of the mattersmentioned in the Basis for Qualified Opinion section of our report 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 upto 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) According to the information and explanation given to us the Company does nothave any unspent amounts in respect of any ongoing projects or other than any ongoingprojects as specified in section 135 of the Companies Act. Hence clause xx (a) and (b) ofthe order are not applicable to the Company for the year.

For Chandabhoy & Jassoobhoy
Chartered Accountants
Firm Registration No. 101647W
Bhupendra T. Nagda
Partner
Place: Mumbai Membership No. 102580
Date: July 22 2022 UDIN: 22102580ANLRVK8915

ANNEXURE 'B' TO THE INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 2 (g) under 'Report on Other Legal and RegulatoryRequirements' in the Independent Auditor's Report of even date to the members of KesarTerminals and Infrastructure Limited on the standalone Ind AS financial statements for theyear ended March 31 2022

Report on the Internal Financial Controls with reference to the standalone FinancialStatements under clause (i) of sub-section 3 of section 143 of the Companies Act 2013("the Act")

We have audited the internal financial controls with reference to standalone financialstatements of Kesar Terminals and Infrastructure Limited ("the Company") as ofMarch 31 2022 in conjunction with our audit of the standalone Ind AS financial statementsof the Company for the year ended on that date.

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 financialstatements criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India ("ICAI"). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingissued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls both applicableto an audit of Internal Financial Controls and both issued by the ICAI. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols with reference to standalone financial statements was established and maintainedand if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to standalone financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial control with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial control with reference to standalone financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of standalone 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 timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalonefinancial statements

Because of the inherent limitations of internal financial controls with reference tostandalone 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.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls with reference to standalone financial statements and such internalfinancial controls with reference to standalone financial statements were operatingeffectively as at March 31 2022 based on the internal control with reference tostandalone financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note issued by the ICAI.

For Chandabhoy & Jassoobhoy
Chartered Accountants
Firm Registration No. 101647W
Bhupendra T. Nagda
Partner
Place: Mumbai Membership No. 102580
Date: July 22 2022 UDIN: 22102580ANLRVK8915

.