You are here » Home » Companies » Company Overview » Orient Bell Ltd

Orient Bell Ltd.

BSE: 530365 Sector: Consumer
NSE: ORIENTBELL ISIN Code: INE607D01018
BSE 00:00 | 25 Jan 390.20 25.90
(7.11%)
OPEN

363.45

HIGH

393.00

LOW

355.90

NSE 00:00 | 25 Jan 387.90 24.00
(6.60%)
OPEN

385.00

HIGH

392.65

LOW

362.85

OPEN 363.45
PREVIOUS CLOSE 364.30
VOLUME 9628
52-Week high 432.10
52-Week low 200.05
P/E 30.70
Mkt Cap.(Rs cr) 562
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 363.45
CLOSE 364.30
VOLUME 9628
52-Week high 432.10
52-Week low 200.05
P/E 30.70
Mkt Cap.(Rs cr) 562
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Orient Bell Ltd. (ORIENTBELL) - Auditors Report

Company auditors report

To The Members of Orient Bell Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements of Orient Bell Limited("the Company") which comprise the balance sheet as at March 31 2021 and theStatement of Profit and Loss (including Other Comprehensive Income) Statement of Changesin Equity and Statement of Cash Flows for the year then ended and notes to the standalonefinancial statements including a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as "the standalone financialstatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone 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 Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2021 the Profit (financialperformance including other comprehensive income) changes in equity and its cash flowsfor the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report w.r.t the Company:

SL. Key Audit Matters No. How our audit addressed the key audit matter
1 Valuation of inventories Our procedure in relation to appropriateness of judgments estimates and accounting of inventories obsolescence and decline in net realizable value include:
(Refer to the accompanying Note 11 and Note 31 forming integral part of the standalone financial statements)
a) Substantive testing:
As at March 31 2021 the total carrying amount of inventories was Rs 6019.55 Lakh. The Company's inventory comprises of finished goods work-in-progress traded goods raw material and consumables which are geographically spread across • Assessing whether items in the inventory ageing report prepared by the Management were classified within the appropriate ageing bracket;
multiple locations such as depots and factories. The assessment of impairment of inventories involves application of assumptions and judgment. • Performing a review of the provisions for inventories by examining movements in the balance during the current year and new provisions made for inventory balances during the current year to assess the historical accuracy of Management's inventory provisioning process;
Reviews are made periodically by the Management for obsolescence and decline in net realizable value below cost. Allowances are recorded against the inventories based on historical obsolescence and slow-moving history. Key factors considered include the nature of the stock its ageing and turnover rate.
• Attending periodical physical verification and evaluating the results of the periodical counts performed by the Management to assess Management's estimation of the provisioning.
• Assessing on a sample basis the net realizable value of slow-moving and obsolete inventories and inventories with low or negative gross margins as calculated by Management with reference to prices achieved and costs to sell after the financial year end.
• Reviewed the subsequent selling prices in the ordinary course of business and compared against the carrying amounts of the inventories on a sample basis at the reporting date.
b) Control testing: Wherever appropriate our substantive work was supplemented by control testing work which encompassed understanding of and assessing the design implementation and operating effectiveness of Management's key internal controls relating to physical verification of inventories identification of obsolete and slow moving inventories inventories with low or negative gross margins monitoring of inventory ageing and assessment of provisioning and of net realizable values.
Our procedures as mentioned above did not identify any findings that are significant for the financial statements as whole in respect of appropriateness of judgments estimates and accounting of inventories obsolescence.
2 Accounting for Customer Schemes discounts and other trade promotional expenditure (Refer to the accompanying Note 23 forming integral part of the standalone financial statements) Our audit work in respect of accounting for customer schemes discounts and other trade promotional expenditure comprised a combination of substantive testing control testing and an assessment of the Company's disclosures in this regard. The audit procedures include the following steps: a) Substantive testing:
In line with normal industry practice and overall objective of increase in the revenue the Company has varied incentive programs and discount policies in place. These include volume based rebates and schemes and trade spend commitments which are driven by customers achieving sales volume targets agreed with the Company over a pre-determined period.
• Tested a sample of underlying agreements to obtain evidence in support of amount and timing of recognition of both customer rebates & other promotional expenditure. This involved evaluating whether the amount & timing of recognition was consistent with the contractual arrangements.
These rebates and schemes on sales are accounted for as a deduction from revenue and recognized in the period to which it relates in accordance with the customer agreement.
• Critically assessed the judgements taken by the Company in estimating year end accruals for amounts owing to customers. This included retrospective analysis/ tests to assess the accuracy of the accruals in previous years alongside the use of key assumptions of rebate/ discount terms and in the case of volume rebates the level of sales likely to occur in the period under audit with reference to historic events.
This area was significant to our audit because:
- those areas are subject to judgmental estimates and assessments that are material; and
- these expenses vary with regards to the nature and timing of the activity to which it relates
Our focus was on assessing the accuracy of the expense charged whether the amount recognized were recorded in the appropriate period and the completeness of the expense. • Held discussions with the sales teams to understand the complexities if any of these agreements and any unusual trends in the year.
• Tested post-year end credit notes issued and debit notes received where applicable to determine whether specific promotions were appropriately provided for as at the reporting date at the appropriate amount.
b) Controls testing: Wherever appropriate our substantive work was supplemented by controls testing work which encompassed understanding evaluating and testing key controls in respect of the approval of customer rebates discounts and other trade promotional expenditure. Our procedures as mentioned above did not identify any findings that are significant for the financial statements as whole in respect of accounting for customer schemes discounts and other trade promotional expenditure

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the annual report but does not includethe standalone financial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.

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

RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONEFINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. 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 of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements the Board of Directors 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 Board of Directors either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

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

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone 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 standalonefinancial statements whether due to fraud or error

design and perform audit procedures responsive to those risks and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The riskof not detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations 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 the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when 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 (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 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 based on our audit 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) Statement of Change in Equity and the Statement of Cash Flows dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.

e) On the basis of the written representations received from the directors as on March312021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls with reference tostandalone financial statements

of the Company and the operating effectiveness of such controls refer to our separateReport in "Annexure B".

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

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements- Refer Note No. 36 to the standalonefinancial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

3. With respect to the matter to be included in the Auditors' report under Section197(16) :

In our opinion and according to the information and explanation given to us theCompany has paid remuneration to its directors during the year is in accordance with theprovisions of and limit laid down under section 197 read with Schedule V of the Act.

For B.R. Gupta & Co.
Chartered Accountants
Firm Registration Number 008352N
(Deepak Agarwal)
Partner
Membership Number 073696
UDIN: 21073696AAAAAX9705
Place of Signature: New Delhi
Date: 13th May 2021

Annexure 'A' to the Independent Auditors' Report of even date on the standalone

financial statements of Orient Bell Limited

The Annexure referred to in paragraph 1 under 'Report on Other Legal and RegulatoryRequirements' section of Independent Auditors' Report to the members of the Company on thestandalone financial statements for the year ended March 31 2021 we report that:

i) In respect of fixed assets comprising property plant and equipment:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) The Company has a program of verification to cover all the items of fixed assets ina phased manner which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program certain fixed assets werephysically verified by the Management during the year. According to the information andexplanations given to us no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and the records examinedby us the title deeds of immovable properties (which are included under the head'property plant and equipment') held in the name of the Company are mortgaged with Banksfor securing the long term borrowings and credit limits raised by the Company. In case ofimmovable properties that have been taken on lease and disclosed as property plant andequipment in the financial statements we report that the lease agreements are in name ofthe Company.

ii) On the basis of information and explanation provided by the Managementinventories except for goods-in-transit have been physically verified by the Managementduring the year at reasonable intervals. However we were being informed that physicalverification of clay was made on the basis of volume and density which is approximatelycorrect. According to the information and explanations given to us no materialdiscrepancies were noticed on the aforesaid verification between the physical stocks andthe book records.

iii) According to the information and explanations given to us the Company has notgranted any loan secured or unsecured to companies firms Limited Liability Partnerships(LLPs) or other parties covered in the register maintained under Section 189 of the Act.Accordingly the provisions of clauses 3(iii) (a) to (c) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us theCompany has not entered into any transaction covered under Sections 185 and 186 of theAct. Accordingly the provisions of clause 3(iv) of the Order are not applicable

v) In our opinion and according to the information and explanation given to us sincethe Company has not accepted any deposits therefore the question of the compliance of anydirectives issued by the Reserve Bank of India and the provisions of sections 73 to 76 orany other relevant provisions of the Companies Act and the rules framed there under doesnot arise.

vi) On the basis of available information and explanation provided to us the CentralGovernment has not prescribed maintenance of cost records under sub-section (1) of section148 of the Companies Act 2013 read with Companies (Cost Records and Audit) AmendmentRules 2014 dated December 31 2014 (as amended from time to time) to the currentoperations carried out by the Company. Accordingly the provisions of paragraph 3(vi) ofthe Companies (Auditor's Report) Order 2016 are not applicable to the Company.

vii) In respect to statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues includingProvident Fund Employees' State Insurance Income Tax Sales-Tax Service Tax Duty ofCustoms Duty of Excise Value Added Tax Goods and Service Tax cess and any othermaterial statutory dues applicable to it with the appropriate authorities. Further therewere no undisputed outstanding statutory dues as on the last day of the financial yearconcerned for a period of more than six months from the date they became payable.

b) According to the records of the Company examined by us and the information andexplanations given to us there were no dues of Income Tax or Sales Tax or Goods andService Tax or Service Tax or Duty of Customs or Duty of Excise or Value Added Tax whichhave not been deposited on account of any dispute except the following which have notbeen deposited on account of dispute:

Name of the Statute Nature of Dispute Amount involved (in Rs in Lakh) Amount Deposited (in Rs in Lakh) Period Forum where dispute is pending
U.P. Vat Act Entry tax and other dues 11.91 11.91 2000-01 & 2003-04 Allahabad High Court
U.P. Vat Act Sales Tax Demand 25.96 20.32 2000-2001 Ghaziabad Tribunal
U.P. Vat Act Entry tax and other dues 5.48 2.27 2002-03 Ghaziabad Tribunal
U.P. Vat Act Sales Tax Demand 0.69 0.34 2003-04 Allahabad High Court
U.P. Vat Act Sales Tax Demand 10.99 - 2003-04 Allahabad High Court
U.P. Vat Act Sales Tax Demand 41.70 22.75 2003-04 Allahabad High Court
U.P. Vat Act Advance Agst Form C 10.02 1.02 2011-12 Tribunal Ghaziabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 2.80 2.80 2013-14 Tribunal Ghaziabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 1.56 1.56 2016-17 Deputy Commissioner Sikandrabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 1.98 1.98 2016-17 Deputy Commissioner Sikandrabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 2.03 2.03 2016-17 Deputy Commissioner Sikandrabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 1.25 1.25 2016-17 Deputy Commissioner Sikandrabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 1.25 1.25 2016-17 Deputy Commissioner Sikandrabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 2.29 2.29 2016-17 Deputy Commissioner Sikandrabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 0.70 0.70 2017-18 Deputy Commissioner Sikandrabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 0.56 0.56 2017-18 Deputy Commissioner Sikandrabad
U.P. Vat Act Vehicle Seizure Order Hearing Notice 10.52 10.52 2017-18 Deputy Commissioner Sikandrabad
Gujarat VAT Sales Tax Demand 2.80 - 2010-11 Astt. Commissioner of Commercial Tax
Gujarat VAT Sales Tax Demand 4.72 1.00 2006-07 Gujarat VAT Tribunal Ahmedabad
Gujarat CST VAT/CST Demand 5.08 2.52 2013-14 State Deputy Commissioner Ahmedabad
Gujarat/ Mumbai Octroi Mumbai MCD Octroi 0.37 2013-14 Dy. Assessor & Collection (Octroi) Mumbai
Gujarat CST/VAT VAT/CST Demand 26.52 3.50 2010-11 VAT Tribunal Ahmedabad
Gujarat CST/VAT VAT/CST Demand 24.76 2.50 2016-17 Deputy Commissioner Vadodra
Gujarat CST/VAT VAT/CST Demand 2.27 0.25 2017-18 Deputy Commissioner Vadodra
A.P.VAT Act Sales Tax demand 4.90 - 2005-06 & 200607 High Court of A.P.
A.P.VAT Act Sales Tax Demand 21.37 10.68 2009-10 Commissioner (Appeal)
Kerala Vat Act Sales Tax Demand 4.39 1.55 2005-06 Astt. commissioner Ernakulum
Kerala Vat Act Sales Tax Demand 26.39 - 2009-10 Astt. commissioner Ernakulum
Kerala Vat Act Sales Tax Demand 0.56 - 2008-09 Astt. commissioner Ernakulum
Kerala Vat Act BCL Kerala under Vat Act 1.15 - 2012-13 Commissioner (A) DC
Kerala Vat Act OBL Kerala 12-13 under 116.22 - 2012-13 Astt. commissioner
VAT Act Ernakulum
Goa VAT Act Sales Tax Demand 0.04 - 2008-09 Astt commissioner Goa
Haryana Vat Act Sales Tax Demand 1.21 2015-16 Commissioner (A)- Excise & Taxation Officer
Haryana Vat/CST Act Sales Tax Demand 6.54 - 2014-15 ETO Sonepat
Haryana Vat/CST Act Sales Tax Demand 205.59 - 2015-16 ETO Sonepat
Haryana Vat/CST Act Sales Tax Demand 347.87 - 2016-17 ETO Sonepat
Mumbai VAT BCL-Mumbai : Tax 0.27 - 2006-07
Department demand on Vehicle Sale
Delhi VAT- OBL under CST Act' Self-Asst demand 0.10 - 2013-14 VAT Officer
Delhi VAT- OBL under CST Act' Self-Asst demand 0.61 - 2014-15 VAT Officer
Delhi VAT- BCL Sales Tax Demand 0.67 - 2006-07 VAT Officer
Delhi VAT- BCL Sales Tax Demand 0.98 - 2006-07 VAT Officer
Delhi VAT CST Act' Asst demand 1.12 1.12 2008-09 VAT Officer
Delhi VAT CST Act' Asst demand 2.89 2.89 2009-10 VAT Officer
Delhi VAT CST Act' Asst demand 2.47 - 2011-12 VAT Officer
Central Excise & Customs Act Excise & other dues 2.32 - Aug - 05
to Apr - 10 Cestat Ahmedabad
Central Excise & Customs Act Excise & other dues 50.39 3.78 2015-16 Appellate tribunal
Central Excise & Customs Act Excise & other dues 21.54 - 2005-06 Cestat Ahmedabad
Central Excise & Excise & other dues 1.36 - May 2010 to Superintendent
Customs Act March 2011 Central Excise & Customs Bharuch
Central Excise & Excise & other dues 17.42 1.74 June'13 to Oct'16 Commissioner
Customs Act Appeal Vadodara
Central Excise & Excise & other dues 7.04 0.70 Nov'16 to Jun'17 Commissioner
Customs Act Appeal Vadodara
Income Tax Act 1961 Income Tax demand 17.29 - AY:2009-10 ITAT Bharuch
Income Tax Act 1961 Income Tax demand 282.34 - AY:2011-12 ITAT Surat
Income Tax Act 1961 Income Tax demand 52.37 - AY:2016-17 ITAT N. Delhi
Income Tax Act 1961 Income Tax demand 5.22 - AY:2017-18 CIT(Appeals) N. Delhi

viii) On the basis of information and explanation provided to us the Company has notdefaulted in repayment of loans and borrowings to financial institution and bank. TheCompany has not taken any loan from Government and also has not issued any debentures.

ix) The Company did not raise any money by the way of initial public or further publicoffer (including debt instruments) during the year. The Company has not taken any termloan during the year.

x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during theyear.

xi) In our opinion and according to the information and

explanations given to us managerial remuneration has been paid / provided by theCompany in accordance with the requisite approvals mandated by the provisions of Section197 of the Act read with Schedule V to the Act.

xii) The Company is not a Nidhi Company. Accordingly provisions of clause 3(xii) ofthe Order are not applicable.

xiii) In our opinion and according to the information and explanations given to us alltransactions with the related parties are in compliance with Sections 177 and 188 of Actwhere applicable and the requisite details have been disclosed in the financialstatements etc. as required by the applicable accounting standards.

xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures. Accordingly provisions ofclause 3 (xiv) of the order are not applicable.

xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with the directors or personsconnected with them covered under Section 192 of the Act. Accordingly provisions ofclause 3 (xv) of the order are not applicable.

xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly provisions of clause3 (xvi) of the order are notapplicable.

For B.R. Gupta & Co.
Chartered Accountants
Firm Registration Number 008352N
(Deepak Agarwal)
Partner
Membership Number 073696
UDIN: 21073696AAAAAX9705
Place of Signature: New Delhi
Date: 13th May 2021

Annexure 'B' iditors' Report of even date on the Standalone

Financial Statements of Orient Bell Limited

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION143 OF THE COMPANIES ACT 2013 ("THE ACT")

We have audited the internal financial controls with reference to financial statementsof Orient Bell Limited ("the Company") as of March 31 2021 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to 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 (ICAI). 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 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 on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial

Controls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements was established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements 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 systemwith reference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

A company's internal financial control 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 control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded

as necessary 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 timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO 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 withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

OPINION

In our opinion 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 2021 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.

For B.R. Gupta & Co.
Chartered Accountants
Firm Registration Number 008352N
(Deepak Agarwal)
Partner
Membership Number 073696
UDIN: 21073696AAAAAX9705
Place of Signature: New Delhi
Date: 13th May 2021

.