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Redington India Ltd.

BSE: 532805 Sector: Others
NSE: REDINGTON ISIN Code: INE891D01026
BSE 00:00 | 12 Aug 147.40 2.30
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NSE 05:30 | 01 Jan Redington India Ltd
OPEN 145.10
PREVIOUS CLOSE 145.10
VOLUME 344171
52-Week high 179.25
52-Week low 109.55
P/E 11.64
Mkt Cap.(Rs cr) 11,519
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 145.10
CLOSE 145.10
VOLUME 344171
52-Week high 179.25
52-Week low 109.55
P/E 11.64
Mkt Cap.(Rs cr) 11,519
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Redington India Ltd. (REDINGTON) - Auditors Report

Company auditors report

To the Members of Redington (India) Limited

Report on the Audit of the Standalone financial statements

Opinion

We have audited the standalone financial statements of Redington(India) Limited (the "Company") which comprise the standalone balance sheet asat March 31 2022 and the standalone statement of profit and loss (including othercomprehensive income) standalone statement of changes in equity and standalone statementof cash flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory informationin which are included the financial statements ("the Returns") for the yearended on that date audited by the branch auditors of the Company's branch atSingapore.

In our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of reports of the branch auditorson financial statements of such branch as were audited by the branch auditors theaforesaid standalone financial statements give the information required by the CompaniesAct 2013 ("Act") in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2022 and its profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the standalone financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence obtained byus along with the consideration of reports of the branch auditors referred to in paragraph(a) of the "Other Matters" section below is sufficient and appropriate toprovide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

The key audit matter How the matter was addressed in our audit
Revenue recognition and trade receivables In view of the significance of the matter the following key audit procedures were performed by us:
Revenue recognition involves certain key judgments relating to identification of contracts with customers identification of distinct performance obligations including assessment of the Company acting as a principal or agent in the transaction determination of transaction price and the basis used to recognise revenue either at a point in time or over a period of time. ? Assessed the appropriateness of the revenue recognition accounting policies and its compliances with applicable accounting standards.
Revenue is recognised when (or as) a performance obligation is satisfied i.e. when ‘control' of the goods or services underlying the particular performance obligation is transferred to the customer. ? Tested the design implementation and operating effectiveness of key internal controls including related information technology systems relating to revenue recognition.
Revenue recognition has been identified as a key audit matter because the Company and its external stakeholders focus on revenue as a key performance metric. This could create an incentive for revenue to be overstated or recognised before control has been transferred. ? Performed substantive testing of revenue transactions recorded during the year on a sample basis by verifying the underlying documents of the sale.
? Performed testing for samples of revenue transactions recorded closer to the year-end by verifying underlying documents to assess the accuracy of the period in which revenue was recognized.
Further the Company has significant trade receivables at year end. Given the size of the balances and the risk of some of the trade receivables not being recoverable judgement is required to evaluate the adequacy of allowance recorded to reflect the risk. See note 2(d)(i) 2(d)(vii) 3(i) 3(u) 15 31 and 41(c) to the standalone financial statements. ? Selected samples of contractual arrangements tested the assessment of whether the Company acts as a principal or agent in the transaction and evaluated the recognition of revenue on a gross or net basis
? Evaluated management assessment of the impact on revenue recognition and consequential impact on the expected credit loss allowance and other areas of judgement including for possible effects if any from the COVID-19 pandemic.
Supplier rebates In view of the significance of the matter the following key audit procedures were performed by us:
The Company is entitled to price support from the suppliers in the form of rebates (also referred to as backend income). The Company has varied types of rebate schemes and the quantum of rebates recorded against cost of purchase of traded goods / services are significant in relation to the profits. Accordingly determination of the Company's entitlement to such rebates its quantum and accuracy of period in which the rebates are recorded were areas of focus for our audit. ? Obtained an understanding of and assessed the design implementation and operating effectiveness of the Company's key internal controls over supplier rebates.
? Selected samples and verified underlying documents such as program/scheme documents credit notes / payments received to verify the accuracy of the amounts and the period in which the supplier rebates were recorded.
See note 2(d)(vi) to the standalone financial statements. ? Selected samples of supplier rebates recorded in the subsequent financial period and verified the underlying documents to evaluate the accuracy of the period in which the supplier rebates were recorded.
Taxation related matters In view of the significance of the matter the following key audit procedures were performed by us:
Determination of tax provision and assessment of contingent liabilities in respect of various direct tax and indirect tax matters involves judgment interpretation of laws regulations judicial pronouncements etc. Judgment is also required in assessing the range of possible outcomes for some of these matters. ? Tested the design implementation and operating effectiveness of key internal controls relating taxation and contingencies.
The Company makes an assessment to determine the outcome of these matters and decides to make an accrual or consider it to be a possible contingent liability in accordance with applicable accounting standards. ? Evaluated judgements used in respect of estimates of provisions exposures and contingencies.
? Involved our tax specialists to read and analyse select assessment orders and other correspondences and documents obtained by Company for key tax matters.
Accordingly tax provisions and contingent liabilities are areas of focus in the audit. ? Evaluated the Company's judgements in respect of estimates of provisions exposures and contingencies by involving our tax specialists to assess the status of recent and current tax assessments.
See note 2(d)(iii) 3(n) 3(o) 38 and 48 to the standalone financial statements. ? Considered third party advice received by the Company wherever applicable the outcome of previous claims relevant judicial pronouncements and developments in the tax environment.
? Evaluated the adequacy of disclosures on provisions and contingencies made in the financial statements.

Other information

The Company's Management and Board of Directors are responsiblefor the other information. The other information comprises of reports such as Board'sReport Business Responsibility Report and Corporate Governance Report (but does notinclude the standalone financial statements and our auditor's report thereon) whichwe obtained prior to the date of this Auditor's report and the remaining sections ofthe Annual report which are expected to be made available to us after that date. Ouropinion on the standalone financial statements does not cover the other information and wedo not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed on the other information that we obtained prior to thedate of this Auditor's Report we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report onthe other information that we obtained prior to the date of this Auditor's Report.

When we read the remaining sections of Annual Report if we concludethat there is a material misstatement therein we are required to communicate the matterto those charged with governance and take necessary actions as applicable under theapplicable laws and regulations.

Management's and Board of Directors' Responsibilities for theStandalone financial statements

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

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso. The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

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

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

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

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

? Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting in preparation of standalonefinancial statements and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's 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 thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

? Obtain sufficient appropriate audit evidence regarding thefinancial information of branch of the Company to express an opinion on the standalonefinancial statements. We are responsible for the direction supervision and performance ofthe audit of financial statements of the Company of which we are the independent auditors.For the branch included in the standalone financial statements which have been audited bybranch auditors such branch auditors remain responsible for the direction supervisionand performance of the audits carried out by them. We remain solely responsible for ouraudit opinion. Our responsibilities in this regard are further described in section titled"Other Matters" in this audit report.

We believe that the audit evidence obtained by us along with theconsideration of audit reports of the branch auditors referred in the Other Mattersparagraph below is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

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 standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matters

We did not audit the financial statements of a foreign branch includedin the standalone financial statements of the Company whose financial statements reflecttotal assets (before consolidation adjustments) of INR 171.47 crores as at March 31 2022and total revenue (before consolidation adjustments) of INR 157.26 crores and net cashoutflows (before consolidation adjustments) amounting to INR 2.39 crores for the yearended on that date as considered in the standalone financial statements. The financialstatements of the branch has been audited by the branch auditors whose reports have beenfurnished to us and our opinion in so far as it relates to the amounts and disclosuresincluded in respect of the branch is based solely on the report of such branch auditors.

The branch's financial statements and other financial informationhave been prepared in accordance with accounting principles generally accepted in itscountry and has been audited by branch auditors under generally accepted auditingstandards applicable in its country. The Company's management has converted thefinancial statements of such branch located outside India from accounting principlesgenerally accepted in its country to accounting principles generally accepted in India. Wehave audited these conversion adjustments made by the Company's management. Ouropinion in so far as it relates to the balances and affairs of such branch located outsideIndia is based on the reports of branch auditors and the conversion adjustments preparedby the management of the Company and audited by us. Our opinion is not modified in respectof this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act based on our audit andon consideration of reports of the branch auditors on separate financial statements of thebranch as were audited by branch auditors as noted in ‘Other Matters'paragraph 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 and properreturns adequate for the purposes of our audit have been received from the branch notvisited by us.

c) The reports on the accounts of the branch offices of the Companyaudited under Section 143(8) of the Act by branch auditors have been sent to us and havebeen properly dealt with by us in preparing this report.

d) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account and with the returns received from the branch not visited by us.

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

f) 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.

g) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in theAuditor's Report in accordance with Rule_11 of the Companies (Audit andAuditor's) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as atMarch 31 2022 on its financial position in its standalone financial statements - ReferNote 38 to the standalone financial statements.

b) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

c) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented that to the best of itsknowledge and belief as disclosed in note 18 to the standalone financial statements nofunds 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 personsor entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief as disclosed in note 26 to the standalone financial statements no funds havebeen received by the Company from any persons or entities including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like fromor on behalf of the Ultimate Beneficiaries.

(iii) Based on audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under subclause (i) and (ii) of Rule 11 (e)contain any material misstatement.

e) The final dividend paid by the Company during the year in respect ofthe same declared for the previous year is in accordance with section 123 of the Act tothe extent it applies to payment of dividend.

As stated in note 50(a) to the standalone financial statements theBoard of Directors of the Company have proposed final dividend for the year which issubject to the approval of the members at the ensuing Annual General Meeting. The dividenddeclared is in accordance with section 123 of the Act to the extent it applies todeclaration of dividend.

(C) With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act: In our opinion and according to the informationand explanations given to us the remuneration paid by the Company to its directors duringthe current year is in accordance with the provisions of Section 197 of the Act. Theremuneration paid to any director is not in excess of the limit laid down under Section197 of the Act. The Ministry of Corporate Affairs has not prescribed other details underSection 197(16) of the Act which are required to be commented upon by us. for BS R & Co. LLP

Chartered Accountants

Firm's Registration No.- 101248W/W-100022

S Sethuraman

Partner

Membership No. 203491 UDIN: 22203491AJJDNW6828 Place: Chennai Date: May21 2022

Annexure A to the Independent Auditor's Report

on Standalone financial statements of Redington (India) Limited for theyear ended March 31 2022

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(B) The Company has maintained proper records showing fullparticulars of intangible assets.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified during the year. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on suchverification.

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

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits property plant and equipment (including right of use assets) or intangible assets orboth during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory except goods in transit has beenphysically verified by the management during the year. For goods in transit subsequentevidence of receipts has been linked to inventory records. In our opinion the frequencyof such verification is reasonable and procedures and coverage as followed by managementwere appropriate. No discrepancies were noticed on verification between the physicalstocks and the book records that were more than 10% in the aggregate of each class ofinventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has beensanctioned working capital limits in excess of five crore rupees in aggregate from banksor financial institutions on the basis of security of current assets. In our opinion thequarterly returns or statements filed by the Company with such banks or financialinstitutions are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anyinvestments provided guarantee or security granted loans or advances in the nature ofloans secured or unsecured to firms limited liability partnership or any other partiesduring the year. However the Company has made investments in companies during the year.The Company has not provided guarantee or security or granted any loans or advances in thenature of loans secured or unsecured to companies during the year.

(a) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has not provided loans or providedadvances in the nature of loans or stood guarantee or provided security to any otherentity during the year.

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion the investments made during theyear are prima facie not prejudicial to the interest of the Company. There are noguarantees provided security given or loans and advances in the nature of loans andguarantees provided during the year.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of loans given inour opinion the repayment of principal and payment of interest has been stipulated and therepayments or receipts have been regular. Further the Company has not given any advancein the nature of loan to any party during the year.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given. Further the Company has not given anyadvances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan or advance inthe nature of loan granted falling due during the year which has been renewed or extendedor fresh loans granted to settle the overdues of existing loans given to same parties.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not grantedany loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

(iv) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not given anyloans or provided any guarantee or security as specified under Section 185 and 186 of theCompanies Act 2013 ("the Act"). In respect of the investments made by theCompany in our opinion the provisions of Section 186 of the Act have been complied with.

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable. (vi) According to the information and explanations given to us the CentralGovernment has not prescribed the maintenance of cost records under Section 148(1) of theAct in respect of any of the activities of the Company. Accordingly clause 3(vi) of theOrder is not applicable.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company in our opinion amountsdeducted / accrued in the books of account in respect of undisputed statutory duesincluding goods and services tax provident fund employees' state insuranceincome-tax duty of customs and other statutory dues have generally been regularlydeposited with the appropriate authorities. As explained to us the Company did not haveany dues on account of duty of excise sales tax service tax value added tax (allsubsumed into goods and services tax effective from July 1 2017) and cess.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company no undisputed amounts payable inrespect of goods and services tax provident fund employees' state insuranceincome-tax duty of customs and other statutory dues were in arrears as at March 31 2022for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company statutory dues relating togoods and services tax provident fund employees state insurance income-tax duty ofcustoms or other statutory dues which have not been deposited on account of any disputeare as set out in Appendix I.

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.(ix) (a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not defaulted in repayment ofloans and borrowing or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and

n the basis of our examination of the records of the Company theCompany has not been declared a wilful defaulter by any bank or financial institution orgovernment or government authority.

(c) According to the information and explanations given to us by themanagement the Company has not obtained any term loans during the year. Accordinglyclause 3(ix)(c) of the Order is not applicable.

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

(e) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the Company we report thatthe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries or associates as defined under the Companies Act. TheCompany does not hold any investment in any joint venture as defined under the CompaniesAct.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries or associate companies asdefined under the Companies Act. The Company does not hold any investment in any jointventure as defined under the Companies Act.

(x) (a) In our opinion and according to the information andexplanations given to us the Company has utilised the money raised by way of debtinstruments in nature of commercial papers for the purposes for which they were raised.The Company did not raise any money by way of initial public offer or further public offeror term loans during the year.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to us no material fraud by theCompany or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Act has been filed by the auditors inForm ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules 2014with the Central Government. (c) As represented to us by the management there are nowhistle blower complaints received by the Company during the year.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clauses 3(xii)(a) 3(xii)(b) and 3(xii)(c) ofthe Order is not applicable. (xiii) In our opinion and according to the information andexplanations given to us the transactions with related parties are in compliance withSection 177 and 188 of the Act where applicable and the details of the related partytransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

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

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

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of the Act arenot applicable to the Company. (xvi)(a) The Company is not required to be registered underSection 45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of theOrder is not applicable.

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

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

(d) According to the information and explanations provided to us theGroup (as per the provisions of the Core Investment Companies (Reserve Bank) Directions2016) does not have any CIC.

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

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

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities 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 that the Company is not capable ofmeeting its liabilities existing at the date of balance sheet as and when they fall duewithin a period of one year from the balance sheet date. We however state that this isnot an assurance as to the future viability of the Company. We further state that ourreporting is based on the facts up to the date of the audit report and we neither give anyguarantee nor any assurance that all liabilities falling due within a period of one yearfrom the balance sheet date will get discharged by the Company as and when they fall due.

Also refer to the Other Information paragraph of our main audit reportwhich explains that the other information comprising of information other thanBoard's Report Business Responsibility Report and Corporate Governance Reportincluded in Annual report is expected to be made available to us after the date of thisauditor's report.

(xx) (a) In our opinion and according to the information andexplanations given to us there is no unspent amount under sub-section (5) of Section 135of the Act pursuant to any project other than ongoing projects. Accordingly clause3(xx)(a) of the Order is not applicable.

(b) In respect of ongoing projects the Company has transferred theunspent amount to a Special Account within a period of 30 days from the end of thefinancial year in compliance with Section 135(6) of the said Act.

for B S R & Co. LLP

Chartered Accountants

Firm's Registration No.- 101248W/W-100022

S Sethuraman

Partner

Membership No. 203491 UDIN: 22203491AJJDNW6828 Place: Chennai Date: May21 2022

Details of statutory dues which have not been deposited on account ofany dispute

Nature of the dues Name of the statute Forum where dispute is pending Period to which the Disputed amount Amounts unpaid
amount relates (in INR crores) (in INR crores)*
Duty of customs Customs Act 1962 CESTAT October 2013 to January 2017 23.10 23.10
CESTAT Delhi July 2014 to June 2017 17.18 17.18
Service tax The Finance Act 1994 Supreme Court October 2009 to September 2014 12.60 12.60
Income tax Income-tax Act 1961 CIT Appeals 2016-17 2017-18 and 2018-19 10.98 -
GST GST Act 2017 Commissioner Appeals 2017-18 2018-19 and 2019-20 11.48 5.48
Central sales tax Central Sales Tax Act 1956 High Court of Calcutta 2002-03 0.09 -
_ Special Commissioner- VAT Delhi 2009-10 and 2014-15 0.86 0.86
_ _ Deputy Commissioner (Appeals) Mumbai 2016-17 0.30 0.06
_ _ Joint Commissioner (Appeals) Mumbai 2010-11 2015-16 2016-17 and 2017-18 2.57 2.05
_ _ Tribunal - Mumbai 2012-13 2013-14 2014-15 and 2015-16 10.80 6.43
_ _ Deputy Commissioner (Appeals) Tamil Nadu 2015-16 and 2016-17 0.82 0.82
Sales tax /VAT West Bengal Value Added Tax Act 2003 West Bengal Taxation Tribunal - Kolkata 2002-03 0.37 -
_ Uttar Pradesh VAT Act 2008 Addl. Commissioner (Appeals) Lucknow 2005-06 0.01 0.01
_ Joint Commissioner (Appeals) Lucknow 2007-08 and 2015-16 0.03 -
_ Delhi Value Added Tax Act 2004 Special Commissioner- VAT Delhi 2005-06 and 2009-10 5.91 5.91
_ Special Commissioner (OHA) Delhi 2010-11 11.31 11.21
_ Kerala Value Added Tax Act 2003 Deputy Commissioner (Appeals) Ernakulam 2005-06 2013-14 and 2015-16 0.08 0.02
_ KVAT - Tribunal 2015-16 0.36 0.31
_ Rajasthan Value Added Tax Act 2003 High Court Jaipur 2009-10 2010-11 2011-12 and 2012-13 1.61 -
_ Tax Board Jaipur 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 and 2015-16 0.27 -
_ Jharkhand Value Added Tax Act 2005 Deputy Commissioner (Appeals) Ranchi 2009-10 2011-12 2012-13 and 2014-15 0.38 0.38
_ Bihar Value Added Tax Act 2005 Commercial Tax - Tribunal Patna 2009-10 2010-11 2011-12 and 2012-13 0.65 0.07
_ Karnataka Value Added Tax Act 2003 Sales tax Appellate Tribunal Bangalore 2014-15 0.72 0.50
_ Joint Commissioner (Appeals) Bangalore 2015-16 0.09 0.06
_ Maharashtra Value Added Tax Act Deputy Commissioner (Appeals) Mumbai 2016-17 0.23 0.05
_ 2002 Joint Commissioner (Appeals) Mumbai 2016-17 and 2017-18 1.80 1.75
_ Tribunal - Mumbai 2011-12 2012-13 2013-14 2014-15 2015-16 and 2016-17 68.18 59.45
_ Orissa Value Added Tax Act 2004 Additional Commissioner Cuttak 2004-05 and 2014-15 2.39 2.39
_ Orissa Sales Tax Tribunal 2015-16 0.14 0.11
_ Chhattisgarh Value Added Tax Act 2005 Additional Commissioner Raipur 2011-12 2012-13 and 2013-14 0.38 0.19
_ Gujarat Value Added Tax Act 2003 Joint Commissioner (Appeals) Ahmedabad 2014-15 and 2015-16 2.11 1.69

* Net of amount paid under protest

Annexure B to the Independent Auditors' report

on the standalone financial statements of Redington (India) Limited forthe period ended March 31 2022

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013 (Referred to in paragraph 1(A)(g) under ‘Report on OtherLegal and Regulatory Requirements' section of our report of even_date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of Redington (India) Limited ("the Company") as of March31 2022 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at March 31 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to financial statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note. 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'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols with reference to financial statements were established and maintained andwhether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

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

Meaning of Internal Financial controls with Reference to FinancialStatements

A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includethose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with 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 havea material effect on the Standalone 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 Standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

for B S R & Co. LLP

Chartered Accountants

Firm's Registration No.- 101248W/W-100022

S Sethuraman

Partner

Membership No. 203491 UDIN: 22203491AJJDNW6828 Place: Chennai Date: May21 2022

.