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Kokuyo Camlin Ltd.

BSE: 523207 Sector: Services
NSE: KOKUYOCMLN ISIN Code: INE760A01029
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VOLUME 5212
52-Week high 89.80
52-Week low 50.50
P/E 46.66
Mkt Cap.(Rs cr) 819
Buy Price 81.65
Buy Qty 115.00
Sell Price 81.90
Sell Qty 8.00
OPEN 82.00
CLOSE 82.00
VOLUME 5212
52-Week high 89.80
52-Week low 50.50
P/E 46.66
Mkt Cap.(Rs cr) 819
Buy Price 81.65
Buy Qty 115.00
Sell Price 81.90
Sell Qty 8.00

Kokuyo Camlin Ltd. (KOKUYOCMLN) - Auditors Report

Company auditors report

To the Members of Kokuyo Camlin Limited

Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of Kokuyo Camlin Limited ("theCompany") which comprise the balance sheet as at 31 March 2022 and the statement ofprofit and loss (including other comprehensive income) statement of changes in equity andstatement of cash flows for the year then ended and notes to the financial statementsincluding a summary of the significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2022 and loss and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Description of Key Audit Matter

The key audit matter How the matter was addressed in our audit
Revenue recognition (refer note 3.01 and 43 - to the financial statements) Our audit procedures included the following:
• Accounting policies: Assessed the Company's accounting policies with respect to revenue recognition discounts incentives and rebates by comparing with applicable accounting standards.
Revenue from the sale of goods is recognised when the control of the goods has passed to the customers which is on dispatch/delivery of the goods. There is a risk that revenue may be overstated throughout the year and as at the year end to achieve performance targets.
Revenue is measured net of discounts incentives and rebates earned by customers on the Company's sales. The estimation of discounts incentives and rebates is significant and considered to be complex and requires significant degree of judgment. There is a risk that revenue may be overstated through incorrect estimation of the discounts incentives and rebates recognised to achieve performance targets throughout the year and as at the year end. • Control testing: Tested the design implementation and operating effectiveness of the Company's controls over recording revenue and estimating and recording the amount of provisions for schemes and discounts.
• Tests of details:
Accordingly revenue recognition is a key audit matter. Tested by selecting statistical samples underlying documentation/records for sales transactions recorded throughout the year and as at year end to determine whether revenue has been recognised in the correct period.
Tested by selecting statistical samples the underlying documentation for discounts incentives and rebates recorded and disbursed during the year.
Assessed the Company's computations for accrual of discounts incentives and rebates on a sample basis and compared the accruals made with the approved schemes and underlying documents.
Assessed manual journals posted to revenue to identify unusual or irregular items.
Compared past trends of payments and reversals of provisions for discounts incentives and rebates to evaluate the historical accuracy of provisions made.
Provisioning for slow moving inventory Our audit procedures included the following:
(refer note 09 - to the financial statements) • Accounting policies: Assessed the Company's accounting policies for inventory provisioning.
The Company makes provisions for slow moving / non- moving inventories based on certain specific percentages assigned to the inventory ageing. The Company also makes specific provisions for slow moving items. Due to the significant number of stock keeping units (SKUs) in the various categories of inventories significant judgment is required by the Company in determining the inventory provisioning.
• Control testing: Tested the effectiveness of the Company's controls over the assessment and recording of slow moving inventory provision.
• Tests of details:
There is a risk that inventory may be overstated on account of inappropriate provisioning for non-moving inventories. Tested the sales of slow moving inventory during the period and assessed the Company's plans for future disposal of such stocks.
Accordingly provisioning for inventory is a key audit matter.
Tested the estimated future sales values less estimated costs to sell against the carrying value of the inventories.
Compared the historical trend of Company's estimates against actual outcomes to assess the impact of provision of slow moving inventory.
Tested the inventory written off against the provisions recorded.
• Considered the adequacy of the Company's disclosures in respect of provisions for inventory.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Management's and Board of Directors' Responsibility for the Financial Statements

The Company's Management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the state of affairs profit/ loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the financial statements the Management and Board of Directors areresponsible 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.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• 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 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 the reasonablenessof accounting estimates and related disclosures in the financial statements made by theManagement and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If

we conclude that a material uncertainty exists we are required to draw attention inour auditor's report to the related disclosures in the financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves 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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditors' report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

2. (A) As required by Section 143(3) of the Act we report

that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The balance sheet the statement of profit and loss (including other comprehensiveincome) the statement of changes in equity and the statement of cash flows dealt with bythis Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the I nd AS specifiedunder section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2022 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors' 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:

a) The Company has disclosed the impact of pending litigations as at 31 March 2022 onits financial position in its financial statements - Refer Note 31 to the financialstatements;

b) The Company has made provision as required under the applicable law or accountingstandards for material

foreseeable losses if any on long-term contracts including derivative contracts -Refer Note 41 to the financial statements;

c) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company; and

d) (i) As explained in Note 46 to the financial

statements the management has represented that to the best of its knowledge andbelief no funds have been advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds) by the Company to or in any otherpersons or entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Companyor

• provide any guarantee security or the like to or on behalf of the UltimateBeneficiaries.

(ii) As explained in Note 46 to the financial statements the management hasrepresented that to the best of its knowledge and belief no funds have been received bythe Company from any persons or entities including foreign entities ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall:

• directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of theFunding Party or

• provide any guarantee security or the like from or on behalf of the UltimateBeneficiaries.

(iii) Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause

(d) (i) and (d) (ii) contain any material mis-statement.

e) The Company has neither declared nor paid any dividend during the year.

(C) With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) of the Act whichare required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.101248W/W-100022
Vijay Mathur
Place: Mumbai Partner
Date: 06 May 2022 Membership No. 046476
UDIN: 22046476AIMYPB7647

Annexure A to the Independent Auditors' report on the financial statements of KokuyoCamlin Limited for the year ended 31 March 2022

(Referred to in our report of even date)

(i) (a) (A) The Company has maintained proper

records showing full particulars including quantitative details and situation ofProperty Plant and Equipment.

(a) (B) The Company has maintained proper

records showing full particulars of intangible assets.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has a regular programme of physicalverification of its Property Plant and Equipment by which all Property Plant andEquipment are verified by the management over one year. In accordance with this programmeall property plant and equipment were physically verified during the year. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its assets. No discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties (otherthan immovable properties where the Company is the lessee and the lease agreements areduly executed in favour of the lessee) disclosed in the financial statements are held inthe name of the Company.

(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 or both duringthe year.

(e) According to information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory except goods-in-transit and stocks

lying with third parties has been physically verified by the management during theyear. For stocks lying with third parties at the year-end written confirmations have beenobtained and for goods- in-transit subsequent evidence of receipts has been linked withinventory records. In our opinion the frequency of such verification is reasonable andprocedures and coverage as followed by management were appropriate. No discrepancies werenoticed on verification between the physical stocks and the book records that were morethan 10% in the aggregate of each class of inventory.

(b) 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 been sanctioned any workingcapital limits in excess of five crore rupees in aggregate from banks and financialinstitutions on the basis of security of current assets at any point of time of the year.Accordingly clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) 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 made any investmentsprovided guarantee or security or granted any loans or advances in the nature of loanssecured or unsecured to companies firms limited liability partnerships or any otherparties during the year. Accordingly provisions of clauses 3(iii)(a) to 3(iii)(f) of theOrder are not applicable to the Company.

(iv) 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 given any loans orprovided any guarantee or security as specified under Section 185 and 186 of the CompaniesAct 2013 ("the Act"). In respect of the investments made by the Company in ouropinion the provisions of Section 186 of the Act have been complied with.

(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) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under Section 148(1) of the CompaniesAct 2013 for the products manufactured by it. Accordingly clause 3(vi) of the Order isnot applicable.

(vii) (a) The Company does not have liability in respect of

Service tax Duty of excise Sales tax and Value added tax during the year sinceeffective 1 July 2017 these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion amounts deducted / accrued inthe books of account in respect of undisputed statutory dues including Goods and ServicesTax ('GST') Provident fund Employees' State Insurance Income-Tax Duty of Customs Cessand other statutory dues have been regularly deposited by

the company with the appropriate authorities though there have been slight delays in afew cases.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no undisputed amounts payable in respect ofGoods and Services Tax ('GST') Provident fund Employees' State Insurance Income-TaxDuty of Customs Cess and other statutory dues were in arrears as at 31 March 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 duesrelating to Goods and Services Tax ('GST') Provident fund Employees' State InsuranceIncome-Tax Duty of Customs Cess and other statutory dues which have not been depositedwith appropriate authorities on account of any dispute except as follows:

Name of the Statute Nature of dues Amount Demanded Rs in lakhs Amount Paid Rs in lakhs Period to which the amount relates Forum where dispute is pending
The Income tax Act 1961 Income tax 2026.25 - AY 2018-19 CIT (Appeals)
Central Excise Act 1944 Excise duty Interest and applicable) (including penalty if 53.60 32.97 1990-95 Mumbai High court
Central Excise Act 1944 Excise duty Interest and applicable) (including penalty if 9.05 Jan 1991 to June 1991 The Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Sales Tax Act 1956 and Local Sales Tax Act Sales tax interest and applicable) (including penalty if 827.57 204.12 1995-96 1998-99 to 2001-02 2004-05 to 2005-06 2007-08 2009-10 to 2013-14 2014-15 to 2018-19 First Appellate
Central Sales Tax Act 1956 and Local Sales Tax Act Sales tax interest and applicable) (including penalty if 39.70 37.92 1996-97 1997-98 2001-02 2005-06 2006-07 2007-08 2008-09 Sales Tax- Tribunal
Central Sales Tax Act 1956 and Local Sales Tax Act Sales tax interest and applicable) (including penalty if 1.17 - 2016-17 Assessing officer
Goods and Service Tax Act 2017 Goods and Service Tax Act 2.92 0.67 2018-19 First Appellate
Customs Act 1962 Customs Duty interest and applicable) (including penalty if 73.83 - 2017-18 to 2020-21 The Commissioner of Customs

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations

given to us and on the basis of our examination of the records of the Company theCompany has not defaulted in repayment of loans and borrowing or in the payment ofinterest thereon to any lender.

(b) 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 been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) According to the information and explanations given to us by the management theCompany has not obtained any term loans during the year. Accordingly clause 3(ix)(c) ofthe Order is not applicable.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) The Company does not hold any investment in any subsidiary associate or jointventure (as defined under the Act) during the year ended 31 March 2022. Accordinglyclause 3(ix)(e) is not applicable.

(f) According to the information and explanations given to us and procedures performedby us we report that the Company does not hold any investment in any subsidiaryassociate or joint venture (as defined under the Act) during the year ended 31 March 2022.Accordingly clause 3(ix)(f) is not applicable.

(x) (a) The Company has not raised any moneys by

way of initial public offer or further public offer (including debt instruments)Accordingly clause 3(x)(a) of the Order is not applicable.

(b) 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 made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe 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 the information and explanations given to usconsidering the principles of materiality outlined in Standards on Auditing we reportthat no fraud by the Company or on the Company has been noticed or reported during thecourse of the audit.

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 asprescribed under Rule 13 of the Companies (Audit and Auditors) Rules 2014 with theCentral Government.

(c) We have taken into consideration the whistle blower complaints received by theCompany

during the year while determining the nature timing and extent of our auditprocedures.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii)(a) 3(xii) (b) and 3(xii) (c) of the Order isnot applicable.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with related parties are in compliance with Section 177 and 188 of theCompanies Act 2013 where applicable and the details of the related party transactionshave been disclosed in the financial statements as required by the applicable accountingstandards.

(xiv) (a) Based on information and explanations provided

to us and our audit procedures in our opinion the Company has an internal auditsystem commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Companies Act 2013are not applicable to the Company.

(xvi) (a) The Company is not required to be registered

under Section 45-IA of the Reserve Bank of India Act 1934. Accordingly clause3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the ReserveBank 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 in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi) (c) of the Order is notapplicable.

(d) The Company is not part of any group as per the provisions of the Core InvestmentCompanies (Reserve Bank) Directions 2016 as amended. Accordingly the requirements ofclause 3(xvi)(d) are not applicable.

(xvii) The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

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

(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 based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due.

(xx) (a) In our opinion and according to the information

and explanations given to us there is no unspent amount under sub-section (5) ofsection 135 of the Companies Act 2013 pursuant to other than ongoing projects.Accordingly clauses 3(xx)(a) of the Order are not applicable.

(b) In our opinion and according to the information and explanations given to us thereis no unspent amount under sub-section (5) of section 135 of the Companies Act 2013pursuant to any ongoing project. Accordingly clause 3(xx)(b) of the Order is notapplicable.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.101248W/W-100022
Vijay Mathur
Place: Mumbai Partner
Date: 06 May 2022 Membership No. 046476
ICAI UDIN: 22046476AIMYPB7647

Annexure B to the Independent Auditors' report on the financial statements of KokuyoCamlin Limited for the year ended 31 March 2022

Report on the internal financial controls with reference to the aforesaid financialstatements under Clause (i) of Subsection 3 of Section 143 of the Companies Act 2013

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statementsof Kokuyo Camlin Limited ("the Company") as of 31 March 2022 in conjunction withour audit of the financial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31 March 2022 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation 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 internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include 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 with authorisations of management and directors ofthe company; and (3) provide reasonable assurance regarding prevention or timely detectionof unauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 with reference to financial statements tofuture periods are subject to the risk that the internal financial controls with referenceto financial statements may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.101248W/W-100022
Vijay Mathur
Place: Mumbai Partner
Date: 06 May 2022 Membership No. 046476
ICAI UDIN: 22046476AIMYPB7647

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