THE MEMBERS OF
OROSIL SMITHS INDIA LIMITED
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of OROSIL SMITHS INDIA LIMITED(the "Company") which comprise the Balance Sheet as at March 31 2021 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows ended on that date and a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas the "financial statements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 (the "Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2021 the loss and total comprehensiveloss changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing ("SA" s) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities 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 ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made there under and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.
There are no key audit matters requiring information to the members of the companyfound during audit.
Investments are stated at the fair value arrived on the basis of last available auditedfinancial statement of the invested entity. Our conclusion is not modified in respect ofthis matter.
Information Other than the 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 Management Discussion and AnalysisBoard's Report including Annexures to Board's Report and Shareholder's Information butdoes not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our 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.
Management's Responsibilities for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance including othercomprehensive 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 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 financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reportingprocess.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as-a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in:
(i) planning the scope of our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in the financialstatements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
The consequences of the Covid-19 pandemic on financial statement reporting and auditengagements are complex and have resulted in challenges for management those charged withgovernance (TCWG) and auditors. There is an unprecedented level of uncertainty about theeconomy future earnings and many other inputs that represent fundamental elements offinancial reporting. The uncertainty arising from the current environment increased thechallenge in obtaining the sufficient appropriate audit evidence needed to form anindependent view about the reasonableness of management's estimates and judgments whichpresent practical challenges to the audit engagement.
There are no limitations in audit except measures taken to contain the spread of theCOVID-19 including travel bans quarantines social distancing and closure ofnon-essential services have triggered to perform the audit procedures from the remoteareas.
Report on Other Legal and Regulatory Requirements
1. 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/loss Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the relevant books of account.
d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Companies (Indian Accounting Standards) Rules2015 as amended.
e) On the basis of the written representations received from the directors as on March31 2021 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:
In our opinion and to the best of our information and according to the explanationsgiven to us the Company has paid/provided for managerial remuneration as stipulated tosection 197 read with Schedule V to the Act.
h) 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 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company and its subsidiary companiesincorporated in India (if any).
2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 (f) under Report on Other Legal and RegulatoryRequirements' section of our report to the Members of OROSIL SMITHS INDIA LIMITED of evendate)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub- section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of OROSILSMITHS INDIA LIMITED (the "Company") as of March 31 2021 in conjunctionwith our audit of the financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria 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 (the"ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence torespective company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the ICAI and the Standardson Auditing prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized 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 Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2021 based on the internal financialcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the ICAI.
ANNEXURE B' TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2 under Report on Other Legal and RegulatoryRequirements' section of our report to the Members of OROSIL SMITHS INDIA LIMITED of evendate)
1. In respect of the Company's Property Plant and Equipments:
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipments.
(b) The Company has a regular program of physical verification of its Property Plant& Equipment by which Property Plant & Equipment are verified in a phasedprogramme designed to cover all the items over the period of 3 years. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. According to the information and explanations givento us no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us the records examined byus and based on the examination of the record we report that the title deeds of all theimmovable properties of land and buildings are held in the name of the Company as at thebalance sheet date.
2. In respect of Inventories
The physical verification of inventory excluding for goods-in-transit & stocks withthird parties has been conducted at reasonable intervals by the management during theyear. The discrepancies noticed on physical verification of inventory as compared to bookrecords were not material and have been appropriately dealt with in the books of accounts.
3. In respect of Loans given by the company
According to the information and explanations given to us and based on our examinationof the records of the Company the Company has not granted loans secured and unsecured tocompanies firms limited liability partnerships or other parties in the registermaintained under section 189 of the Companies Act 2013 ("the Act ). (Register ofcontracts and arrangements in which director are interested). Therefore reporting underparagraph 3(iii) is not applicable.
4. In respect of Loans to Directors and Investments made by the Company
In our opinion and according to the information and explanations given to us and basedon our examination of the records of the Company the company has not granted any loan orprovided any guarantees or security to any party covered under section 185 of the act. TheCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.
5. In respect of Deposits
In our opinion and according to the information and explanations given to us and basedon our examination of the records of the Company the Company has not accepted anydeposits from the public to which the directives issued by the Reserve Bank of India andthe provisions of Section 73 to Section 76 or any other relevant provisions of the Act andthe rules framed there under apply. Thus paragraph 3(v) of the Order is not applicable tothe Company.
6. In respect of maintenance of Cost Records
Pursuant to the rules made by the Central Government of India the Company is notrequired to maintain cost records as specified under subsection (1) of the section 148 ofthe act in respect to its products.
7. In Respect of Statutory Due
According to the information and explanations given to us in respect of statutorydues:
a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company The Company has generally been regular indepositing undisputed statutory dues including Provident Fund Employees' StateInsurance Income Tax Goods and Service Tax Customs Duty Cess and other materialstatutory dues applicable to it with the appropriate authorities except the following:
|Nature of the statute ||Nature of dues ||Period to which the Amount Relates ||Amount (in Lakhs) |
|Income Tax Act 1961 ||TDS Demand ||FY 19-20 and prior to FY 19-20 ||0.56 |
b) According to the information and explanations given to us and the records of theCompany examined by us the particulars of dues amounting to Rs. 56.52/- Lakhs in respectof income tax material statutory dues were in arrears which have not been deposited onaccount of dispute are as follows:
|Nature of the statute ||Nature of dues ||Forum Dispute Pending where is ||Period to which the Amount Relates ||Disputed Amount (in Lakhs) |
|Income Tax Act 1961 ||Income Tax ||CIT (A) ||AY 2017- 18 ||56.52 |
8. In respect of Repayment of Loan
According to the records of the company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government as at the balance sheet date. Thecompany has not issued any debentures. Hence reporting under clause 3 (viii) of the Orderis not applicable to the Company for debenture.
9. In respect of utilization of IPO further public offer & term loans
The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause 3 (ix)of the Order is not applicable to the Company.
10. In respect of Reporting of Fraud
On the basis of verification of records and according to the information andexplanations given to us no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the course of our audit.
11. In respect of approval of Managerial Remuneration
In our opinion and according to the information and explanations given to us theCompany has paid/provided for managerial remuneration Director(s) during the year asstipulated to section 197 read with Schedule V to the Act
12. In respect of reporting in a Nidhi Company
The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of theOrder is not applicable to the Company.
13. In respect of Related Party Transactions
According to the information and explanations given to us and based on our examinationof the records of the Company transactions with the related parties have been enteredinto by the company in its ordinary course of business on an arm's length basis and are incomplied with provisions of section 177 and 188 of the Act where applicable and details ofsuch transactions have been disclosed in the financial statements as required under IndianAccounting Standard (Ind AS) 24 related party disclosures specified under section 133 ofthe Act read with rule 7 of the Companies ( Accounts) Rules 2014.
14. In respect of reporting of Private placement / preferential allotment of shares /debentures
According to the records of Company the Company has not made preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and complied with provisions of clause (xiv) of paragraph 3 of the Order notapplicable.
15. In respect of reporting of Non-Cash Transactions
In our opinion and according to the information and explanations given to us and basedon our examination of the records of the Company during the year the Company has notentered into any non-cash transactions with its Directors or persons connected to itsdirectors and hence provisions of section 192 of the Companies Act 2013. Accordinglyreporting under paragraph 3(xv) of the Order is not applicable
16. In respect of reporting of Registration u/s 45-IA of RBI Act 1934
The Company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934. Therefore provisions of clause (xvi) of paragraph 3 of the Order are notapplicable.
| ||For PNG & CO. |
| ||Chartered Accountants |
| ||(Firm's Registration No.021910N) |
| ||Prabhat Kumar |
|Place: Delhi ||Partner (Membership No.087257) |
|Date: 28th June 2021 ||UDIN: 21087257AAAAKX4386 |