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RPG Life Sciences Ltd.

BSE: 532983 Sector: Health care
NSE: RPGLIFE ISIN Code: INE105J01010
BSE 00:00 | 02 Dec 896.15 31.90
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856.10

NSE 00:00 | 02 Dec 899.30 34.50
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OPEN 856.10
PREVIOUS CLOSE 864.25
VOLUME 4875
52-Week high 1012.45
52-Week low 451.80
P/E 24.57
Mkt Cap.(Rs cr) 1,482
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 856.10
CLOSE 864.25
VOLUME 4875
52-Week high 1012.45
52-Week low 451.80
P/E 24.57
Mkt Cap.(Rs cr) 1,482
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RPG Life Sciences Ltd. (RPGLIFE) - Auditors Report

Company auditors report

To

The Members of

RPG Life Sciences Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of RPG Life Sciences Limited ("theCompany") which comprise the balance sheet as at March 31 2022 and the statementof profit and loss (including other comprehensive income) statement of changes in equityand statement of cash flows for the year then ended and notes to the financialstatements including a summary of the significant accounting policies and otherexplanatory information.

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 ("Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 and 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) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our 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.

Description of Key Audit Matter

Impairment of Intangibles Assets

(Refer note 4 and 2 B (b) and (c) to accounting policies)

The key audit matter How the matter was addressed in our audit
As at March 31 2022 the Company has Intangible assets aggregating to Rs. 2907 lakhs. These assets are evaluated for any indicators of impairment annually. Our audit procedures included the following:
Company performs the annual assessment of the intangible assets to identify any indicators of impairment. The recoverable amount which is based on the higher of the value in use or fair value less costs to sell has been derived from discounted forecast cash flow models. These models use several key assumptions including estimates of future sales volumes prices operations costs terminal value growth rates and the weighted average cost of capital (discount rate). • Assessing the indicators for impairment of intangible assets and understanding the Company's assessment of those indicators
Considering the inherent uncertainty complexity and Company's judgment involved and the significance of the value of the assets impairment assessment of intangible assets has been considered as a key audit matter. • Evaluating design implementation and testing operating effectiveness of controls over the Company's impairment assessment process. This included the estimation reasonableness of forecasts determination of key assumptions;
• Assessing the valuation methodology used for determining the recoverable amount and testing the mathematical accuracy of the impairment models;
• Evaluating the reasonableness of the valuation assumptions such as growth rates and discount rates used by the Company. We challenged these assumptions including applying sensitivity analysis with the assistance of our valuations team;
• Evaluating past performances where relevant and assessed historical accuracy of the forecast produced by the Company;

Revenue recognition

(Refer note 2 B (q) to accounting policies and note 14 to the financial statements)

The key audit matter How the matter was addressed in our audit
Revenue is recognized when the control over the underlying products has been transferred to the customer. • Our procedures included the following:
We identified revenue recognition as a key audit matter because of the quantum of revenue in the financial statements. There is also a risk of revenue being overstated due to fraud through booking fictitious sales resulting from pressure on the Company to achieve performance targets. • Assessing compliance of the Company's revenue recognition accounting policies for compliance with Ind AS
• Testing the design implementation and operating effectiveness of the Company's manual and automated
(Information Technology - IT) controls on recording revenue and accrual of sales returns. We also involved our IT specialists for testing of IT application controls.
• Performing testing on selected statistical samples of revenue transactions recorded throughout the year and at the year end and checking delivery documents and customer purchase orders.
• Understanding and testing the process followed by the Company for identifying the value of sales return accrual.
• Assessing high risk manual journals posted to revenue to identify any unusual items.

Other Information

The Company's Management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon.

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 in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Management's and Board of Directors' Responsibility for the Financial Statements

The Company's Management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the state of affairs profit/ loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the financial statements the Management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

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 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 in the financial statements made by theManagement and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting in preparation of financial statements and based onthe audit evidence obtained whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists we are required to drawattention in our auditor's report to the related disclosures in the financial statementsor if such disclosures are inadequate to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However futureevents or conditions may cause the Company to cease to continue as a 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.

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 ourauditors' 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2020 ("the Order")issued by the Central Government of India in terms of section 143 (11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act 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) the statement of changes in equity and the statement of cash flows dealt with bythis Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 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 tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors' 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:

a. The Company has disclosed the impact of pending litigations as at March 31 2022 onits financial position in its financial statements - Refer Note 25 (a) to the financialstatements.

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

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

d. (i). The management has represented that to the best of its knowledge and beliefas disclosed in the note 33 no funds have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Companyto or in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Companyor

• provide any guarantee security or the like to or on behalf of the UltimateBeneficiaries

(ii). The management has represented that to the best of its knowledge and belief asdisclosed in the note 33 no funds have been received by the Company from any persons orentities including foreign entities ("Funding Parties") with theunderstanding whether recorded in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of theFunding Party or

• provide any guarantee security or the like from or on behalf of the UltimateBeneficiaries

(iii). Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit andAuditor's) Rules 2014 contain any material misstatement.

e. The dividend declared or paid during the year by the Company is in compliance withsection 123 of the Act.

(C) With respect to the matter to be included in the Auditors' Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rekha Shenoy
Partner
Mumbai Membership No: 124219
April 29 2022 UDIN: 22124219AICEUZ3924

Annexure A to the Independent Auditors' Report

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

With reference to the Annexure referred to in the Independent Auditors' Report to themembers of the Company on the financial statements for the year ended March 31 2022 wereport the following:

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

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has a regular programme of physicalverification of its Property Plant and Equipment by which all property plant andequipment are verified in a phased manner over a period of 3 years. In accordance withthis programme certain property plant and equipment were verified during the year. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. No discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties (otherthan immovable properties where the Company is the lessee and the leases agreements areduly executed in favour of the lessee) disclosed in the financial statements are held inthe name of the Company.

(d) 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 revalued its PropertyPlant and Equipment or intangible assets or both during the year.

(e) According to information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

ii. (a) The inventory except stocks lying with third parties has been physicallyverified by the management during the year. For stocks lying with third parties at theyear-end written confirmations have been obtained. In our opinion the frequency of suchverification is reasonable and procedures and coverage as followed by management wereappropriate. No discrepancies were noticed on verification between the physical stocks andthe book records that were more than 10% in the aggregate of each class of inventory.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has been sanctioned working capitallimits in excess of five crore rupees in aggregate from banks or financial institutionson the basis of security of current assets. In our opinion the quarterly returns orstatements filed by the Company with such banks or financial institutions are in agreementwith the books of account of the Company.

iii. 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 made any investmentsprovided guarantee or security or granted any loans or advances in the nature of loanssecured or unsecured to companies firms limited liability partnerships during the year.

The Company has granted employee loans during the year. Accordingly we have reportedthe provisions of clauses 3(iii)(a) to 3(iii)(f) of the Order to the extent applicable tothe Company with respect to employee loans.

(a) Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has provided employee loans as below:

Particulars Loans (INR lakhs)
Aggregate amount during the year
-Others 2
Balance outstanding as at balance sheet date
-Others 18

(b) According to the information and explanations given to us and based on the auditprocedures conducted by us in our opinion the terms and conditions of the grant of loansduring the year are prima facie not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in the case of loans given in our opinion therepayment of principal and payment of interest has been stipulated and the repayments

or receipts have been regular. Further the Company has not given any advance in thenature of loan to any party during the year.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no overdue amount for more than ninetydays in respect of loans given. Further the Company has not given any advances in thenature of loans to any party during the year.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no loan falling due during the yearwhich has been renewed or extended or fresh loans granted to settle the overdues ofexisting loans given to same parties. Further the Company has not given any advance inthe nature of loan to any party during the year.

(f) 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 granted any loans eitherrepayable on demand or without specifying any terms or period of repayment. Further theCompany has not given any advance in the nature of loan to any party during the year.

iv According to information and explanation given to us and on the basis of ourexamination of records of the Company the Company has neither made any investments norhas it given loans or provided guarantee or security and therefore the relevant provisionof section 185 and 186 of the Companies Act are not applicable to the Company.Accordingly clause 3(iv) of the order is not applicable.

v. The Company has not accepted any deposits or amounts which are deemed to be depositsfrom the public. Accordingly clause 3(v) of the Order is not applicable.

vi. We have broadly reviewed the books of account maintained by the Company pursuant tothe rules prescribed by the Central Government for maintenance of cost records undersection 148 (1) of the Companies Act 2013 in respect of its manufactured goods and are ofthe opinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not carried out detailed examination of the records with aview to determine whether these are accurate or complete.

vii. (a) The Company does not have liability in respect of Service tax Duty of exciseSales tax and Value Added Tax during the year since effective 1 July 2017 these statutorydues has been subsumed into GST.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion amounts deducted/ accrued in thebooks of account in respect of undisputed statutory dues including Goods and Services Tax(GST) Provident Fund Employees' State Insurance Labour Welfare Fund Income Tax Dutyof Customs Professional Tax Cess and other material statutory dues as applicable hasbeen regularly deposited by the Company with the appropriate authorities.

According to the information and explanations given to us and on the basis ofexamination of the records of the Company no undisputed amounts payable in respect ofGoods and Services Tax (GST) Provident Fund Employees' State Insurance Labour WelfareFund Income Tax Duty of Customs Professional Tax Cess and other material statutorydues were in arrears as at March 31 2022 for a period of more than six months from thedate they became payable.

(b) According to the information and explanations given to us and on the basis ofrecords of the Company statutory dues relating to Goods and Services tax Provident FundEmployees State Insurance Income Tax Duty of Customs Sales Tax Value Added TaxService Tax and Duty of Excise as at March 312022 which have not been deposited onaccount of a dispute are as follows:

Name of the statute Nature of dues Amount Rs. in lakhs* Period to which the amount relates (Years) Forum where the dispute is pending
Gujarat Sales Tax Act 1969 Sales/Purchase tax including interest and penalty as applicable 116 1997-1998 to 2000-2001 Appellate Authority - up to Commissioner's level
The Finance Act 1994 Service tax including interest and penalty as applicable 81 April 2006 to May 2015 Customs Excise & Service Tax Appellate Tribunal
The Central Excise Act 1944 Excise duty including interest and penalty as applicable 9 1994 to 1996 Appellate Authority - up to Commissioner's level

*Net of amounts paid including under protest.

viii. According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not surrendered or disclosedany transactions previously unrecorded as income in the books of account in the taxassessments under the Income Tax Act 1961 as income during the year.

ix. (a) According to information and explanation 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 banks or financialinstitutions during the year. Further the Company did not have any outstanding loans orborrowings from any other lender during the year.

(b) According to information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by themanagement term loan was applied for the purpose for which they have raised.

(d) According to the information and explanations given to us and on an overallexamination 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) The Company does not hold any investment in any subsidiary associate or jointventure (as defined under Companies Act 2013) during the year ended March 312022.Accordingly clauses 3(ix)(e) and (f) are not applicable.

x. (a) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments). Accordingly clause 3(x)(a) of the Order is notapplicable.

(b) 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 made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly clause 3(x)(b) of the Order is not applicable.

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

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Companies Act 2013 has been filed by

the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government.

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

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

xiii. In our opinion and according to the information and explanations given to us thetransactions with related parties are in compliance with Section 177 and 188 of theCompanies Act 2013 where applicable and the details of the related party transactionshave been disclosed in the financial statements as required by the applicable accountingstandards.

xiv. (a) Based on the information and explanations provided to us and our auditprocedures in our opinion the Company has an internal audit system commensurate withsize and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

xv. In our opinion and according to the information and explanation explanations givento us the Company has not entered into any non-cash transactions with its directors orpersons connected to its directors and hence provisions of Section 192 of the CompaniesAct 2013 are not applicable to the Company.

xvi. (a) The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934 and the Company is not Core Investment Company (CIC) asdefined in the regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(a)(b) and (c) of the Order are not applicable.

(b) According to the information and explanations provided to us the Group (as per theprovisions of the Core Investment Companies (Reserve Bank) Directions 2016) has more thanone CIC as part of the Group. The Group has 3 CIC's as part of the Group.

xvii. The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

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

xix. According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information acCompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due.

xx. (a) In our opinion and according to the information and explanations given to usthere is no unspent amount under sub section (5) of section 135 of the Act pursuant to anyproject other than ongoing projects. Accordingly Clause 3(xx)(a) of the Order is notapplicable.

(b) In respect of ongoing projects the Company has transferred the unspent amount to aSpecial Account within a period of 30 days from the end of the financial year incompliance with section 135(6) of the Companies Act 2013.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rekha Shenoy
Partner
Mumbai Membership No: 124219
April 29 2022 UDIN: 22124219AICEUZ3924

Annexure B to the Independent Auditors' Report

Report on the financial statements of RPG Life Sciences Limited for the period endedMarch 31 2022

Report on the internal financial controls with reference to the aforesaid financialstatements under Clause (i) of Subsection 3 of Section 143 of the Companies Act 2013

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statementsof RPG Life Sciences Limited ("the Company") as of March 312022 in conjunctionwith our audit of the financial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at March 31 2022 based on the internal financial controls withreference to financial statements 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 Institute of CharteredAccountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. 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 Companies Act 2013 (hereinafter referred to as"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 and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing 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 withreference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A Company's internal financial controls 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 controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the financialstatements.

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 controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rekha Shenoy
Partner
Mumbai Membership No: 124219
April 29 2022 UDIN: 22124219AICEUZ3924

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