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Kopran Ltd.

BSE: 524280 Sector: Health care
NSE: KOPRAN ISIN Code: INE082A01010
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VOLUME 28595
52-Week high 369.35
52-Week low 131.30
P/E 28.21
Mkt Cap.(Rs cr) 812
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 169.00
CLOSE 168.80
VOLUME 28595
52-Week high 369.35
52-Week low 131.30
P/E 28.21
Mkt Cap.(Rs cr) 812
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kopran Ltd. (KOPRAN) - Auditors Report

Company auditors report

TO THE MEMBERS OF KOPRAN LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS Opinion

We have audited the standalone financial statements of Kopran Limited("the Company") which comprise the Balance Sheet as at March 31 2022 theStatement of Profit and Loss (including other comprehensive income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and notes to thestandalone financial statements including a summary of significant accounting policiesand other explanatory information (hereinafter referred to as "the standalonefinancial 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 accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 312022and its profit (including other comprehensive income) its cash flows and changes inequity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the standalonefinancial statements.

Key Audit Matters

Key audit matters ('KAM') are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

We have determined the matters described below to be the key auditmatters to be Communicated in our report. For each matter below the description of howour audit addressed the matter is provided in the above context.

Sr. Key audit matter description No. How the scope of our audit addressed the key audit matter
1 Evaluation of Provision and Contingent Liabilities
As at the Balance Sheet date the Company has significant open litigation and other contingent liabilities as disclosed in note no. 33(a). The assessment of the existence of the present legal or constructive obligation analysis of the probability or possibility of the related payment require the management to make judgement and estimates in relation to the issues of each matter. We have reviewed and held discussions with the management to understand their processes to identify new possible obligations and changes in existing obligations for compliance with the requirements of Ind AS 37 on Provisions Contingent Liabilities and Contingent Assets.
The management with the help of opinion and advise of its experts have made such judgements and estimates relating to the likelihood of an obligation arising and whether there is a need to recognise a provision or disclose a contingent liability. We have also discussed with the management significant changes from prior periods and obtained a detailed understanding of these items and assumptions applied. We have held meetings with the management and key legal personnel responsible for handling legal matters.
Due to the level of judgement relating to recognition valuation and presentation of provision and contingent liabilities this is considered to be a key audit matter. In addition we have reviewed:
• the details of the proceedings before the relevant authorities including communication from the advocates / experts;
• legal advises / opinions obtained by the management if any from experts in the field of law on the legal cases;
• status of each of the material matters as on the date of the balance sheet.
We have assessed the appropriateness of provisioning based on assumptions made by the management and the disclosure and presentation of the significant contingent liabilities in the financial statements.

2 Valuation of inventory:

Inventory comprises of Raw Materials Finished Goods Stock in process and Stores and Spares. There is an inherent risk around the accuracy of the valuation of the closing stocks. We have reviewed the stock records and held discussions with the management with regard to determination of slow moving and obsolete items and valuation of realisable values of such items. We verified arithmetical accuracy of valuation records / reports.
Inventories are valued at lower of cost and net realisable value. These involve significant management judgement to determine the obsolete or slow moving items of inventory and to evaluate the realisable values. Further Amoxicillin Trihydrate is the main raw material for the Company which is partly imported and is subject to high price fluctuation risk as well as foreign currency risk. The volatility in the prices of Amoxicillin Trihydrate may significantly impact the valuation of not only Raw material but also other items of inventory. For a sample of inventory items we have verified that the First in First out (FIFO) Method for valuation in case of inventory is appropriate.
In determining the net realisable value the management uses data of sales of finished good available which is a management estimate. We have reviewed the price movement of Amoxicillin Trihydrate with respect to cost to the Company.
We have considered this as a key audit matter due to the significance in the amount of inventory and volatility in the prices of Amoxicillin Trihydrate. Compared such prices with the recent selling prices. Compared the value of Finished Goods with the last selling prices of the respective product to determine the basis of valuation adopted.

3 Allowance of trade receivables/ Credit Losses:

The Trade receivables forms a significant part of the Group's total assets. The estimated allowance of trade receivables / credit losses is identified as key audit matter due to the use of significant judgement and estimates with respect to the recoverability of overdue trade receivables. Our audit procedures in relation to the estimated allowance of trade receivables / credit losses included:
As detailed in note no. 49(b) of the standalone financial statements the management reviews and assesses the recoverability of the carrying value of all overdue trade receivables individually by considering the credit history including default or delay in payments settlement records and subsequent settlements. • Understanding how allowance for doubtful debts is estimated by the management;
The Company also considers other related information including credit reports to estimate the probability of default in future. • Testing the subsequent settlements of trade receivables on a sample basis to the source documents including bank statements and bank-in slips/ remittance advices.
Allowance for doubtful debts be provided for the amount of trade receivables that are considered as irrecoverable. • Discussing with the management and evaluating the basis of trade debtors that are overdue and without/ with little settlements subsequent to the end of the reporting period identified by the management and their assessment on the recoverability of overdue trade receivables.
• Computation of the allowance for expected credit losses.

Information Other than the Financial Statements and Auditor's Reportthereon

The Company's management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theAnnual Report but does not include the standalone financial statements and ourauditor's report thereon. The Annual Report is expected to be made available to usafter the date of this auditor's report. Our opinion on the standalone financialstatements does not cover the other information and we will not express any form ofassurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether such other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. When we read the annual reportif based on the work we have performed we conclude that there is a material misstatementtherein we are required to report that fact and communicate the matter to those chargedwith governance.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management and Boardof Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to standalonefinancial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management andBoard of Directors.

• Conclude on the appropriateness of management's 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 theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditors' report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

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 we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit 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 precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2020("the Order") issued by the Central Government of India in terms of Section143(11) of the Act we give in "Annexure A" a statement on the matters specifiedin paragraphs 3 and 4 of the Order to the extent applicable.

2(A) 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 othercomprehensive income) the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from theDirectors as on March 312022 and taken on record by the Board of Directors none of theDirectors is disqualified as on March 312022 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 B" to this Report. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting of the Company.

g) With respect to the other matters to be included in the Auditors'Report in accordance with the requirements of section 197(16) of the Act as amended:

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act.

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 in our opinion and to the best of ourinformation and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations as atMarch 312022 on its financial position in its standalone financial statements - ReferNote 33(a) to the 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 - Refer Note 46(a) to the standalone financialstatements;

iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company - Refer Note46(b) to the standalone financial statements.

iv) a) The Management has represented that to the best of itsknowledge and belief other than as disclosed in

the notes to the accounts no funds (which are material eitherindividually or in the aggregate) have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other person or entity including foreign entities (Intermediaries) with theunderstanding whether recorded in writing or otherwise that the intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide anyguarantee 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) havebeen received by the Company from any person or entity including foreign entities(Funding Parties) with the understanding whether recorded in writing or otherwise thatthe Company shall directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party (UltimateBeneficiaries) or provide any guarantee security or the like on behalf of the ultimatebeneficiaries.

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 No. 54 to the standalone financial statements

a) The final dividend proposed in the previous year declared and paidby the Company during the year is in accordance with section 123 of the Act asapplicable.

b) The interim dividend declared and paid by the Company during theprevious year is in compliance with Section 123 of the Act.

c) 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.

For Khandelwal Jain & Co.

Chartered Accountants Firm

Registration No.: 105049W (S. S. Shah)

Partner Membership No.: 033632

UDIN: 22033632AJSXXM9932

Place : Mumbai

Date : May 27 2022

Annexure "A" to the Independent Auditors' Report

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date to the Members of KopranLimited on the standalone financial statements for the year ended March 31 2022)

To the best of our information and explanations provided to us by theCompany and the books of account and records examined by us in the normal course of auditwe state that:

i) (a) In respect of the Property Plant and Equipment and intangibleassets of the Company:-

(A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

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

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the fixed assets werephysically verified during the year by the Management in accordance with a regularprogramme of verification which provides for physical verification of all the fixed assetsat reasonable intervals. According to the information and explanations given to us nomaterial discrepancies were noticed on such verification. In our opinion the periodicityof physical verification is reasonable having regard to the size of the Company and natureof its assets.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leaseagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company.

(d) The Company has not revalued any of its Property Plant andEquipment and Intangible assets during the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there are no proceedingsinitiated or are pending against the Company as at March 312022 for holding any benamiproperty under the Benami Transactions (Prohibition) Act 1988 (as amended in 2016) andRules made thereunder.

ii) (a) The inventory has been physically verified by the managementduring the year. In our opinion the frequency of such verification is reasonable andprocedures and the coverage as followed by management were appropriate. No discrepancieswere noticed on such verification between the physical stocks and the book records thatwere 10% or more in the aggregate for each class of inventories.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has beensanctioned working capital limits in excess of five Crs rupees in aggregate from banksor financial institutions on the basis of security of current assets. In our opinion thedifferences between the quarterly returns or statements (comprising stock statements bookdebt statements and other stipulated financial information) filed by the Company with suchbanks or financial institutions and the unaudited books of account of the Company of therespective quarters were not material (Refer Note No. 57(xi) of the standalone financialstatements)

iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has madeinvestments in provided guarantee or security or granted any advances in the nature ofloans secured or unsecured in respect of which:

(a) (A) The Company has made investment in granted loans and has alsogiven guarantee to Banks for its subsidiaries.

Particulars Amount (Rs in Lacs)
Loan to Subsidiary: Kopran Research Laboratories Limited
Loans given during the year 15537.65
Balance as at the year end (converted in credit balance of Rs 78619801) NIL
Maximum amount outstanding at any time during the year 11739.83
Corporate guarantee given
For loans sanctioned to Kopran Research Laboratories Limited as at the year end 6425.00
Investment in shares of the subsidiary company during the year
Kopran Research Laboratories Limited (4959999 shares) 10000.00
Investments in subsidiaries outstanding as at March 31 2022
Kopran (H.K.) Limited Hong Kong 100.06
Kopran Lifesciences Limited 5.00
Kopran Research Laboratories Limited. 25831.76

(B) Based on the audit procedures carried out by us and as per theinformation and explanations given to us the Company has not granted loans to any partyother than subsidiaries.

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion the investments made and theterms and conditions of the loans given and guarantees provided are prima facie notprejudicial to the interest of the Company.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of loans giventhe repayment of principal has not been stipulated as they are repayable on demand andpayment of interest has been stipulated which have been regular.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan given fallingdue during the year which has been renewed or extended or fresh loans given to settle theoverdues of existing loans given to the same party.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has granted Loanswhich are either repayable on demand or without specifying any terms or period ofrepayment as stated below:-

Particulars Aggregate amount of Loans granted during the year (Rs in Lacs) Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Subsidiaries 15537.65 100%

iv) According to the information and explanations given to us and onthe basis of our examination of the records the Company has not given any loans orprovided any guarantee or security as specified under Section 185 of the Companies Act2013 and the Company has not provided any security as specified under Section 186 of theCompanies Act 2013. Further the Company has complied with the provisions of Section 186of the Companies Act 2013 in relation to loans and guarantee given and investments made.

v) According to the information and explanations given to us theCompany has not accepted any deposits during the year from the public within the meaningof section 73 to 76 of the Act and rules framed thereunder. Accordingly clause 3(v) ofthe Order is not applicable.

vi) The maintenance of cost records has been specified by the CentralGovernment under sub-section (1) of Section 148 of the Act in respect of theCompany's products. We have broadly reviewed the cost records maintained by theCompany pursuant to the Companies (Cost Records and Audit) Rules 2014 as amendedprescribed by the Central Government under sub-section (1) of Section 148 of the Act andare of the opinion that prima facie the prescribed cost records have been made andmaintained. We have however not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

vii) (a) According to the information and explanations given to us andrecords examined by us the Company is generally regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-taxGoods and Service tax duty of customs Cess and any other material statutory dues asapplicable to it with the appropriate authorities.

(b) According to information and explanations given to us there wereno undisputed amounts payable in respect of Provident Fund Employees' StateInsurance Income Tax Sales Tax Goods and Service Tax duty of Customs Cess and othermaterial statutory dues in arrears as at March 312022 for a period of more than sixmonths from the date they became payable.

(c) According to the information and explanations given to us and therecords of the Company the dues of Income tax Sales tax Service tax Goods and Servicetax duty of Customs duty of Excise Value added tax which have not been deposited onaccount of any dispute amount involved and the forum where dispute is pending are asunder:

(Rs in Lacs)

Name of the Statute Nature of Dues Amount Involved Period to which amount relates Forum where dispute is pending
Central Excise Act 1944 Excise Duty 0.44 FY 2014-15 Commissioner of Central Excise
Service Tax Act Chapter V of the Finance Service Tax 32.95 FY 2001-02 High Court Mumbai
Act 1994 475.00 FY 2006-07 High Court Mumbai
Drug Price Control Order-95 (DPCO - 95) Difference in Pricing 591.34 FY 2002-03 High Court Mumbai
MVAT Act 1956 MVAT 17.85 FY 2017-18 Deputy commissioner of state tax
Income Tax Act 1961 Income Tax 206.32 FY 2016-17 Commissioner of Income Tax (Appeals)
1.24 FY 2017-18

viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income-tax Act 1961 as income during the year.

ix) (a) According to the information and explanations given to us andon the basis of our examination of the records of

the Company the Company has not defaulted in repayment of loans orother borrowings or in payment of interest thereon to any lender.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a wilful defaulter by any bank or financial institution or government orgovernment authority.

(c) In our opinion and according to the information and explanationsgiven to us the Company has utilised the money obtained by way of term loans during theyear for the purposes for which they were obtained.

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

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries as defined under the Companies Act 2013. Accordingly clause 3(ix)(e)of the Order is not applicable.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries as defined under the CompaniesAct 2013. Accordingly clause 3(ix)(f) of the Order is not applicable.

x) (a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments). Accordingly clause 3(x)(a) ofthe Order is not applicable.

(b) The Company has made preferential allotment of equity shares duringthe year and has complied with the requirements of section 62 of the Companies Act 2013.The Company has partly utilised the funds for the purposes for which the funds were raisedand pending the utilisation of balance untilised funds the same are lying in fixeddeposits / balance with scheduled commercial banks as interim use of fund. The Company hasnot made any private placement of shares or convertible debentures (fully partially oroptionally convertible) during the year.

(Rs in Lacs)

Nature of Securities viz. Equity shares / Preference Shares / Convertible Debentures Purpose for which funds were raised Total Amount Raised / Opening Unutilised balance Amount Utilised for the other purpose Unutilised balance as at balance sheet date Remark if any
Equity shares The Company and its subsidiary plans to grow their business by expanding capacities through organic / inorganic routes. The Company and its subsidiary are developing new products to grow their product portfolio and are also enhancing capacities through expansion/ acquisition to meet their growth plans. The Capital raised by the Company shall be utilised to augment existing manufacturing capacities and to meet increasing working capital requirements owing to growth in business. 12648 5126.41 Refer Note '53' of the standalone financial statements for the FY 2021-22.

xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to us considering the principlesof materiality outlined in Standards on Auditing we report that no fraud by the Companyor on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Companies Act 2013 has been filed bythe auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government.

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

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

xiii) In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Sections 177 and188 of the Companies Act 2013 where applicable and the details of the related partytransactions have been disclosed in the standalone financial statements as required by theapplicable Indian Accounting Standards.

xiv) (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of theCompanies Act 2013 are not applicable to the Company.

xvi) (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Orderis not applicable.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) According to the information and explanations provided to us duringthe course of audit the Group does not have any CIC. Accordingly the requirements ofclause 3(xvi)(d) are not applicable.

xvii) The Company has not incurred cash losses in the current and inthe immediately preceding financial year.

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

xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

xx) In our opinion and according to the information and explanationsgiven to us there is no unspent amount under subsection (5) of Section 135 of theCompanies Act 2013 pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) ofthe Order are not applicable.

For Khandelwal Jain & Co.

Chartered Accountants

Firm Registration No.: 105049W (S. S. Shah)

Partner Membership No.: 033632

UDIN: 22033632AJSXXM9932

Place : Mumbai

Date : May 27 2022

Annexure "B" to the Independent Auditors' Report

(Referred to in paragraph 2A(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date to the Members of KopranLimited on the standalone financial statements for the year ended March 312022)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (‘theAct')

We have audited the internal financial controls over financialreporting of KOPRAN LIMITED ("the Company") as of March 31 2022 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date. Management's Responsibility for Internal Financial Controls

The Company's 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 Control overFinancial Reporting issued by the Institute of Chartered Accountants of India. 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 the Company's policies the safeguardingof its 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 Act. Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting with reference to the standalone financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon audit of Internal Financial Controls over Financial Reporting ("the GuidanceNote") issued by the Institute of Chartered Accountants of India ("ICAI")and the Standards on Auditing as specified under Section 143 (10) of the Act to theextent applicable to an audit of internal financial controls. Those standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting were established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols over financial reporting with reference to the standalone financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting withreference to the standalone financial statements is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally acceptedaccounting principles. A Company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of records inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the Company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with the generallyaccepted accounting principles and that receipts and expenditures of the Company arebeing made only in accordance with authorisations of management and directors of theCompany; (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 financial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to the standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto the standalone financial statements to future periods are subject to the risk that theinternal financial control over financial reporting with reference to the standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls over financial reporting with reference to these standalone financialstatements and such internal financial controls over financial reporting with reference tothese standalone financial statements were operating effectively as at March 312022based on the criteria for internal control over financial reporting established by theCompany considering the essential components of internal controls stated in the GuidanceNote issued by ICAI.

For Khandelwal Jain & Co.

Chartered Accountants

Firm Registration No.: 105049W (S. S. Shah)

Partner Membership No.: 033632

UDIN: 22033632AJSXXM9932

Place : Mumbai

Date : May 27 2022

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