The Members of
Lords Chloro Alkali Limited
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of Lords ChloroAlkali Limited ("the Company") which comprise the Balance Sheet as at March 312022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year then endedand notes to the financial statements including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as "the financialstatements").
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2022 and its profit including othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the financial statements in accordance withthe Standards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditors ?Responsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the financial statements under the provisions of the Act and theRules made there under and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.
Emphasis of Matters
We draw attention to:
a) Note No. 45 of the financial statements which describes thepossible effect of uncertainties relating to COVID-19 pandemic on the Company?sfinancial performance as assessed by the management.
Our opinion is not modified in respect of the above stated matters.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a
separate opinion on these matters. We have determined the matterdescribed below to be the key audit matters to be communicated in our report.
|Key Audit Matter ||Auditor?s Response |
|Borrowings || |
|As at March 31 2022 the Company had a borrowing liability of Rs. 3477.68 Lakhs representing 41.43 % of total liabilities. Borrowings as a percentage of the total assets size of the Company is 17.38% as at March 31 2022. ||Our audit procedures in respect of this area included: |
|The borrowings are under agreements with terms and conditions detailed in || We read the agreements between the Company and its financiers to understand the terms associated with the facilities. |
|Note No. 17 of the financial statements. || We obtained confirmations from the Company?s banks/financial institutions to confirm all significant borrowings including amounts tenure and conditions. |
|Given the size of the borrowings balance and the importance of the capital structure for continued growth the accounting for the Company?s borrowings is considered a key audit matter. || Where debt is regarded as non-current we tested whether the Company has the unconditional right to defer payment such that there were no repayments required within 12 months from the balance date. |
| || We further considered whether the disclosures related to the borrowings in the financial statements are appropriate in all material respects. |
Information Other than the Financial Statements and Auditors?Report Thereon
The Company?s Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Annual Report but does not include the financial statements and ourauditors? report thereon. The Annual Report is expected to be made available to usafter the date of this auditors? report.
Our opinion on the financial statements does not cover the otherinformation and we will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained during the course of our audit orotherwise appears to be materially misstated.
When we read the Annual Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance.
Management?s Responsibility for the 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 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 theIndian accounting Standards (Ind AS) specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand 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 ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the financial statements the management is responsiblefor assessing the Company?s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing theCompany?s financial reporting process. Auditors? Responsibilities for theAudit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditors? report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these 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 risk of material misstatement of thefinancial 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 financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management?s use of thegoing 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 amaterial uncertainty exists we are required to draw attention in our auditors?report to the related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditors? report. However future events or conditionsmay cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese 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 in terms of Section 143(11) ofthe Act we give in "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act we report 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 Statement of Changes in Equity and the Statement of Cash Flowdealt with by this Report are in agreement with the books of account.
d) In our opinion the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended.
e) On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls withreference to the financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate Report in "Annexure B" to this report.
g) In our opinion and to the best of our information and according tothe explanations given to us the remuneration paid by the Company to its directors duringthe year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in theAuditors? Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules 2014 as amended in ouropinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements- Refer Note No. 43 A to the financialstatements.
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.
iii. There has been delay in transferring the amounts which wasrequired to be transferred to the investor education and protection fund by the company-Refer Note No. 44 to the financial statements.
iv. (a)The Management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement.
v. The company has not declared or proposed dividend during the year.
ANNEXURE A? TO THE INDEPENDENT AUDITOR?S REPORT
(Referred to in paragraph 1 under Report on Other Legal andRegulatory Requirements? section of our report to the Members of Lords Chloro AlkaliLimited of even date)
To the best of our information and according to the explanationsprovided to us by the Company and the books of account and records examined by us in thenormal course of audit we state that:
i. In respect of the Company?s Property Plant and Equipment andIntangible Assets:
(a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant and Equipmentand relevant details of right-of-use assets.
(B) The Company has maintained proper records showing full particularsof intangible assets.
(b) The Company has a program of physical verification of PropertyPlant and Equipment and right-of-use assets so to cover all the assets once every threeyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the program certain Property Plant and Equipmentwere due for verification during the year and were physically verified by the Managementduring the year. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.
(c) Based on our examination of the property tax receipts and leaseagreement for land on which building is constructed registered sale deed / transfer deed/ conveyance deed provided to us we report that the title in respect of self-constructedbuildings and title deeds of all other immovable properties (other than properties wherethe company is the lessee and the lease agreements are duly executed in favour of thelessee) disclosed in the financial statements included under Property Plant andEquipment are held in the name of the Company as at the balance sheet date.
(d) The Company has not revalued any of its Property Plant andEquipment (including right- of-use assets) and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pendingagainst the Company as at March 31 2022 for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.
ii. (a) Physical verification of inventory has been conducted atreasonable intervals by the management and in our opinion the coverage and procedure ofsuch verification by the management is appropriate and any discrepancies of 10%or more inthe aggregate for each class of inventory have been properly dealt with in the books ofaccount
(b) The Company has sanction of working capital limits in excess ofRs.5 crore in aggregate during the year from banks or financial institutions on thebasis of security of current assets and quarterly returns or statements filed by thecompany with banks are in agreement with the books of accounts of the Company.
iii. The Company has not made investments in companies firms LimitedLiability Partnerships and has not granted unsecured loans to other parties during theyear hence reporting under clause 3(iii) (a) to (f)of the order are not applicable to thecompany.
iv. The Company has complied with the provisions of Sections 185 and186 of the Companies Act 2013 in respect of loans granted investments made andguarantees and securities provided as applicable.
v. The Company has not accepted any deposit or amounts which are deemedto be deposits. Hence reporting under clause 3(v) of the Order is not applicable.
vi. The maintenance of cost records has been specified by the CentralGovernment under subsection (1) of section 148 of the Companies Act 2013 for the businessactivities carried out by the Company. We have broadly reviewed the books of accountsmaintained by the company pursuant to the rules prescribed by the Central Government forthe maintenance of cost records under subsection (1) of section 148 of the Act and are ofthe opinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the records.
vii. In respect of statutory dues:
(a) In our opinion the Company has generally been regular indepositing undisputed statutory dues including Goods and Services tax Provident FundEmployees? State Insurance Income Tax Sales Tax Service Tax duty of Custom dutyof Excise Value Added Tax Cess and other material statutory dues applicable to it withthe appropriate authorities.
There were no undisputed amounts payable in respect of Goods andService tax Provident Fund Employees? State Insurance Income Tax Sales TaxService Tax duty of Custom duty of Excise Value Added Tax Cess and other materialstatutory dues in arrears as at March 31 2022 for a period of more than six months fromthe date they became payable.
(b) Details of statutory dues referred to in sub-clause (a) above whichhave not been deposited as on March 31 2022 on account of disputes are given below:
|Nature of the statute ||Nature of dues ||Forum where Dispute is Pending ||Period to which the Amount Relates ||Amount (Rs in lac) |
|Companies Act ||Investor Education and Protection Fund ||Details of dues not available ||N.A. ||11.64 |
viii. There were no transactions relating to previously unrecordedincome that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961
(43 of 1961).
ix. (a) The Company has not defaulted in repayment of loans or otherborrowings or in the payment of interest from any lender.
(b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.
(c) The Company has applied the term loan for the purpose for which theloans were obtained..
(d) On an overall examination of the financial statements of theCompany funds raised on shortterm basis have prima facie not been used during the yearfor long-term purposes by the Company.
(e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries associates or joint ventures.
(f) The Company has not raised any loans on the pledge of securitiesheld in its subsidiary joint ventures or associates companies.
x. (a) The Company has not raised moneys by way of initial public offeror further public offer (including debt instruments) during the year and hence reportingunder clause 3(x)(a) of the Order is not applicable.
(b) During the year the Company has not made any preferentialallotment or private placement of shares or convertible debentures (fully or partly oroptionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
xi. (a) No fraud by the Company and no material fraud on the Companyhas been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the CompaniesAct has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government during the year and up to the date ofthis report.
(c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year (and up to the date of this report) whiledetermining the nature timing and extent of our audit procedures.
xii. The Company is not a Nidhi Company and hence reporting underclause (xii) of the Order is not applicable.
xiii. In our opinion the Company is in compliance with Section 177 and188 of the Companies Act 2013 with respect to applicable transactions with the relatedparties and the details of related party transactions have been disclosed in thestandalone financial statements as required by the applicable accounting standards.
xiv. (a) In our opinion the Company has an adequate internal auditsystem commensurate with the size and the nature of its business.
(b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.
xv. In our opinion during the year the Company has not entered into anynon-cash transactions with its Directors or persons connected with its directors. andhence provisions of section 192 of the Companies Act 2013 are not applicable to theCompany.
xvi. (a) In our opinion the Company is not required to be registeredunder section 45-IA of the
Reserve Bank of India Act 1934. Hence reporting under clause3(xvi)(a) (b) and (c) of the Order is not applicable.
(b) In our opinion there is no core investment company within theGroup (as defined in the Core Investment Companies (Reserve Bank) Directions 2016) andaccordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. The Company has not incurred cash loss during the financial yearcovered by our audit and during the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of theCompany during the year. However the Statutory auditor was changed during the year due tocompletion of period for compulsorily Rotation of Auditor prescribed by the Companies Act
xix. On the basis of the financial ratios ageing and expected dates ofrealization of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report indicating that Company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We however state thatthis is not an assurance as to the future viability of the Company. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will get discharged by the Company as and when they falldue.
xx. (a) There are no unspent amounts towards Corporate SocialResponsibility (CSR) on other than ongoing projects requiring a transfer to a Fundspecified in Schedule VII to the Companies Act in compliance with second proviso tosub-section (5) of Section 135 of the said Act. Accordingly reporting under clause3(xx)(a) of the Order is not applicable for the year.
(b) No amount unspent under sub section (5) of section 135 of CompaniesAct pursuant to any ongoing project for CSR amount was outstanding for transfer to specialAccount in compliance with the provision of sub section (6) of section 135 of CompaniesAct at the end of the Financial Year.
Annexure ?B? To the Independent Auditors? Report
(Referred to in paragraph 2(f) under Report on Other Legal andRegulatory Requirements? section of our report of even date to the Members of LordsChloro Alkali Limited)
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls with reference tofinancial statements of Lords Chloro Alkali Limited ("the Company") as of March31 2022 in conjunction with our audit of the financial statements of the Company for theyear ended on that date.
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 system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 31 2022 based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.
Management?s Responsibility for Internal Financial Controls
The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal controls with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia ('ICAl'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note on audit of Internal Financial Controlsover Financial Reporting (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 Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements wasestablished and maintained and if such controls operated effectively in all materialrespects.
Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to 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 auditors? judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system with reference to financial statements.
Meaning of Internal Financial Controls with reference to FinancialStatements
A company's internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial control with reference to financial statements includes those policies andprocedures that
(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;
(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and
(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference toFinancial Statements
Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.
|For Nemani Garg Agarwal & Co. |
|Chartered Accountants |
|Firm?s Registration Number:-010192N |
|(CA. SK Nemani) |
|Membership Number: 037222 |
|UDIN: 22037222AJIOLL7281 |
|Place of Signature: New Delhi |
|Date: 20 May 2022 |
|UDIN No 22037222AJIOLL7281 |