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Rupa & Company Ltd.

BSE: 533552 Sector: Industrials
NSE: RUPA ISIN Code: INE895B01021
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OPEN 343.00
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VOLUME 21456
52-Week high 585.05
52-Week low 300.30
P/E 15.42
Mkt Cap.(Rs cr) 2,684
Buy Price 0.00
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OPEN 343.00
CLOSE 346.80
VOLUME 21456
52-Week high 585.05
52-Week low 300.30
P/E 15.42
Mkt Cap.(Rs cr) 2,684
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rupa & Company Ltd. (RUPA) - Auditors Report

Company auditors report

To

The Members of

Rupa & Company Limited

Report on the Audit of the Standalone financial statements Opinion

We have audited the accompanying Standalone Financial Statements of Rupa &Company Limited ("the Company") which comprise the Balance sheet as atMarch 31 2022 the Statement of Profit and Loss (including the Statement of OtherComprehensive Income) the Cash Flow and the Statement of Changes in Equity for the yearthen ended and notes to the standalone financial statements including a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2022 its profit including othercomprehensive income its cash flows and the changes in equity for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone financial statements’ section of ourreport. We are independent of the Company in accordance with the ‘Code ofEthics’ issued by the Institute of Chartered Accountants (ICAI) of India togetherwith the ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules there under and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI’s Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements for the financial yearended March 31 2022. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters. For each matter below our description ofhow our audit addressed the matter is provided in that context. We have determined thematters described below to be the key audit matters to be communicated in our report. Wehave fulfilled the responsibilities described in the Auditor’s responsibilities forthe audit of the standalone financial statements section of our report including inrelation to these matters. Accordingly our audit included the performance of proceduresdesigned to respond to our assessment of the risks of material misstatement of thestandalone financial statements. The results of our audit procedures including theprocedures performed to address the matters below provide the basis for our audit opinionon the accompanying standalone financial statements.

Descriptions of Key Audit Matter How we addressed the matter in our audit
1. Valuation & existence of inventories (Refer to note 11 to the standalone financial statements) Our procedures included the following:
The company holds inventories amounting to Rs. 57955.71 lakhs as at the Balance Sheet date which represent 36.95% of total assets. Obtained a detailed understanding and evaluated the design and implementation of controls that the company has established in relation to inventory valuation and existence.
As described in the accounting policies in Note 3.1 to the standalone financial statements inventories are carried at the lower of cost and net realisable value. Inventories valuation and existence is a significant audit risk as inventories may be held for long periods of time before being sold making it vulnerable to obsolescence. As a result the management applies judgment in determining the appropriate provisions for obsolete stock based upon a detailed analysis of old inventory net realisable value below cost based upon future plans for sale of inventory. Reviewing the document and other record related to physical verification of inventories done by the management during the year and subsequent to year end.
We have determined this to be a matter of significance to our audit due to the quantum of the amount involved. Verifying the effectiveness of key inventory controls operating over inventories; including sample based physical verification. We have also verified on sample basis confirmation from third parties for inventory lying with them as at year end.
Obtained assurance over the management’s assumptions applied in calculating the gross profit margin and discounts to be deducted from sales price to arrive at cost of products.
Comparing the net realisable value to the cost price of inventories to check for completeness of the associated provision.
Recomputing provisions recorded to verify that they are in line with the Company policy.
2. Revenue recognition including estimation of rebates & discounts (Refer Note 27 to the standalone financial statements) Our procedures included the following:
As described in Accounting Policy for Revenue recognition vide Note 3.6 of the standalone financial statements the revenue is recognised upon transfer of control of goods to the customer and thus requires an estimation of the revenue taking into consideration the rebates discounts and incentives as per the terms of the contracts. Obtained a detailed understanding and evaluated the design and implementation of controls that the company has established in relation to revenue recognition and recording of rebates discounts etc. and period end provisions relating to estimation of revenue and tested the operating effectiveness of such controls;
The Company sells its products through various channels like dealers modern trade distributors retailers etc. and recognize liabilities related to rebates discounts and incentives. Tested the inputs used in the estimation of revenue in context of rebates discounts etc. to source data; Assessed the underlying assumptions used for determination of rebates discounts etc;
With regard to the determination of revenue the management is required to make significant estimates in respect of the rebates/ discounts linked to sales which will be given to the customers pursuant to schemes offered by the Company and compensation (discounts) offered by the customers to the ultimate consumers at the behest of the Company. Ensured the completeness of liabilities recognised by evaluating the parameters for sample schemes; Performed look-back analysis for past trends by comparing recent actual with the estimates of earlier periods and assessed subsequent events;
The matter has been determined to be a key audit matter in view of the involvement of significant estimates by the management. Tested credit notes issued to customers and payments made to them during the year and subsequent to the year- end along with the terms of the related schemes.
3. Recoverability of Trade Receivables (Refer Note 12 Our procedures included the following:
to the Standalone financial statements) The company has trade receivables amounting to Rs. 54169.58 lakhs as at the Balance Sheet date which represent 34.53% of total assets. We evaluated and tested the controls relating to credit control and approval process and assessing the recoverability of overdue receivables by comparing management’s views of recoverability of overdue receivables to historical patterns of receipts.
Due to the inherent subjectivity that is involved in making judgments in relation to credit risk exposures to determine the recoverability of trade receivables and significant estimates and judgements made by the management for provision for loss allowance under Expected credit loss model. The matter has been determined to be a key audit matter in view of the involvement of significant estimates by the management. We assessed and validated the ageing profile of trade receivables.
We also checked on sample basis balance confirmations from customers to test whether trade receivables as per books are acknowledged by them.
We also reviewed receipts on sample basis subsequent to the financial year end for its effect in reducing overdue receivables as the financial year end.
We also reviewed at the adequacy of the management judgements and estimates on the sufficiency of provision for doubtful debts through detailed analysis of ageing of receivables and assessing the adequacy of the disclosures in respect of credit risk.

Information Other than the Standalone financial statements and Auditor’s Reportthereon

The Company’s Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board’s Report including Annexures to Board’s ReportBusiness Responsibility Report Corporate Governance Report Shareholder’sInformation etc. but does not include the standalone financial statements and ourauditor’s report thereon. Our opinion on the standalone financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information; we are required to report that fact. We have nothing to reportin this regard.

Management’s Responsibility for the Standalone 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 standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company’s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

l Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

l 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 system in place and the operating effectiveness ofsuch controls.

l Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

l Conclude on the appropriateness of management’s use of the going concernbasis of accounting 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.

l Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation. Materiality is the magnitude of misstatements in the standalone financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the standalone 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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor’s report unless law or regulation precludes public disclosure aboutthe matter or when in extremely rare circumstances we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order 2020 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. 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 the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended from time to time;

(e) On the basis of the written representations received from the directors as on March31 2022 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2022 from being appointed as a director in terms of Section164(2) of the Act;

(f ) With respect to the adequacy of the internal financial controls with reference tofinancial statement of the Company and the operating effectiveness of such controls referto our separate report in "Annexure B".

(g) In our opinion and according to information and explanation given to us themanagerial remuneration for the year ended March 31 2022 has been paid/ provided by theCompany to its directors in accordance with the provisions of section 197 read withSchedule V to the Act; and (h) With respect to the other matters to be included in theAuditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements – Note 10 & 38(a) to thestandalone financial statements;

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

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

IV. (a) The management has represented to us that to the best of it’s knowledgeand belief as disclosed in the note 52(f )(i) 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 person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries")or provide any guarantee security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented to us that to the best of it’s knowledge andbelief as disclosed in the note 52(f )(ii) to the standalone financial statements nofunds have been received by the company from any person(s) or entity(ies) includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and

(c) Based on our audit procedures that are 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) as provided under paragraph2(h) (iv)(a) &(b) above contain any material mis-statement.

V. The dividend declared and paid during the year by the company is in compliance withSection 123 of the Act.

ForSinghi & Co.
Chartered Accountants
Firm Registration No.302049E
Pradeep Kumar Singhi
Partner
Place: Kolkata Membership No. 050773
Dated: May 23 2022 UDIN:22050773AJLJPA2554

Annexure ‘A’ to the Independent Auditor’s Report

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements’ section of our report to the Members of Rupa & Company Limited ofeven 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 full particulars of intangibleassets.

(b) The property plant and equipment were physically verified during the year by theManagement in accordance with a regular programme of verification which in our opinionprovides for physical verification of all the property plant and equipment at reasonableintervals. According to the information and explanation given to us no materialdiscrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where theCompany is the lessee and the lease agreements are duly executed in favour of the lessee)are held in the name of the Company.

(d) The Company has not revalued its Property Plant and Equipment (including Right ofuse assets) or intangible assets during the year ended March 31 2022.

(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 arepending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder. ii. (a) The managementhas conducted physical verification of inventory (excluding inventories in transit) atreasonable intervals during the year and discrepancies of 10% or more in aggregate foreach class of inventory were not noticed on physical verification of such inventories. Inour opinion the frequency of verification by the management is reasonable and thecoverage and procedure for such verification is appropriate. Inventories lying with thirdparties have been substantially confirmed by them at the year end.

(b) As disclosed in note 23 to the standalone financial statements the Company hasbeen sanctioned working capital limits in excess of Rs. Five crores in aggregate frombanks during the year on the basis of security of current assets of the Company. Thequarterly returns/statements filed by the Company with such banks and financialinstitutions are in agreement with the books of accounts of the Company.

iii. (a) During the year the Company has not granted loans provided advances in thenature of loans stood guarantee or provided security to companies firms LimitedLiability Partnerships or any other parties. Accordingly the requirement to report onclause 3(iii)(a) of the Order is not applicable to the Company.

(b) During the year the Company has not made investments provided guaranteesprovided security and granted loans and advances in the nature of loans to companiesfirms Limited Liability Partnerships or any other parties. Accordingly the requirementto report on clause 3(iii)(b) of the Order is not applicable to the Company.

(c) The Company has not granted loans and advances in the nature of loans to companiesfirms Limited Liability Partnerships or any other parties during the year. The companyhad granted loan to one company is earlier year which is repayable on demand and receiptof interest is regular.

(d) There are no amounts of loans and advances in the nature of loans granted tocompanies firms limited liability partnerships or any other parties which are overduefor more than ninety days (e) According to the information and explanations given to usthere were no loans or advance in the nature of loan granted to companies firms LimitedLiability Partnerships or any other parties which was fallen due during the year thathave been renewed or extended or fresh loans granted to settle the overdue of existingloans given to the same parties.

(f ) The Company has not granted any loans or advances in the nature of loans eitherrepayable on demand or without specifying any terms or period of repayment to companiesfirms Limited Liability Partnerships or any other parties during the year. However theCompany has granted loans to one company in earlier years the details of which are asfollows :

All Parties Promoters Related Parties
Aggregate amount of loans/ advances in nature of loans 200.00 - -
- Repayable on demand
Percentage of loans/ advances in nature of loans to the total loans 100.00% - -

iv. In our opinion and according to the information and explanations given to us theCompany has complied with provisions of Section 185 and 186 of the Companies Act 2013.The company has not granted any loans made any investments provided any guarantee orsecurity to any party falling under section 185 of the Companies Act 2013.

v. The Company has neither accepted any deposits from the public nor accepted anyamounts which are deemed to be deposits within the meaning of sections 73 to 76 of theCompanies Act and the rules made thereunder to the extent applicable. Accordingly therequirement to report on clause 3(v) of the Order is not applicable to the Company.

vi. In our opinion and according to the information and explanations given to us theGovernment has not specified maintenance of the cost records under section 148(1) of theCompanies Act 2013 in regard to the activities of the company. vii.

(a) According to the information and explanations given to us and the records of theCompany examined by us the Company is generally regular in depositing with appropriateauthorities undisputed statutory dues including goods and services tax provident fundemployees’ state insurance income-tax sales-tax service tax duty of customsvalue added tax cess and other statutory dues applicable to it. Based on audit proceduresperformed by us no undisputed amounts payable in respect of these statutory dues wereoutstanding at the year end for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of goods and services tax provident fundemployees’ state insurance income-tax sales-tax service tax duty of custom dutyof excise value added tax cess and other statutory dues that have not been deposited onaccount of any dispute.

Name of the statute Nature of dues Amount (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
West Bengal Tax Entry Tax 1091.97 F.Y.2012-13 to West Bengal Taxation Tribunal
On Entry of Goods into F.Y.2016-17
Local Area Act 2012
West Bengal Value Value Added 16.61* F.Y.2012-13 West Bengal Commercial Taxes
Added Tax 2005 Tax Appellate and Revisional Board

*Net of amount deposited under dispute viii. The Company has not surrendered ordisclosed any transaction previously unrecorded in the books of account in the taxassessments under the Income Tax Act 1961 as income during the year. Accordingly therequirement to report on clause 3(viii) of the Order is not applicable to the Company.

Annexure ‘A’ to the Independent Auditor’s Report

ix. (a) Based on our audit procedures performed by us and according to the informationand explanations given to us the Company has not defaulted in repayment of loans or otherborrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or financialinstitution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us by themanagement term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and the proceduresperformed by us and on an overall examination of the financial statements of the companywe report that no funds raised on short-term basis have been used for long-term purposesby the company.

(e) On an overall examination of the financial statements of the Company the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries. The Company does not have any associate company or joint venture.

(f ) In our opinion and according to the information and explanations given to us theCompany has not raised loans during the year on the pledge of securities held in itssubsidiaries. The Company does not have any associate or joint venture.

x. (a) According to the records of the Company examined by us and the information andexplanation given to us the company did not raise any money by way of initial publicoffer or further public offer (including debt instruments) during the year. Hence therequirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares/fully or partially or optionally convertible debentures during the year and hence therequirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

xi. (a) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and according to the information andexplanations given to us we have neither come across any instance of material fraud bythe Company or on the Company which has been noticed or reported during the year nor havewe been informed of any such case by the Management.

(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 costauditor secretarial auditor or by us in Form ADT-4 as prescribed under rule 13 ofCompanies (Audit and Auditors) Rules 2014 with the Central Government during the year.

(c) As represented to us by the management there are no whistle blower complaintsreceived by the Company during the year. xii. The Company is not a Nidhi Company as perthe provisions of the Companies Act 2013. Therefore the requirement to report on clause3(xii)(a) (b) & (c) of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to ustransactions with the related parties are in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the notes tothe financial statements as required by the applicable accounting standards.

xiv. (a) In our opinion and based on our examination the company has an internal auditsystem commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the company issued till the dateof audit report for the period under audit.

xv. The Company has not entered into any non-cash transactions with its directors orpersons connected with its directors and hence requirement to report on clause 3(xv) ofthe Order is not applicable to the Company.

xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Financeactivities during the year. Accordingly the requirement to report on clause (xvi)(b) ofthe Order is not applicable to the Company.

(c) The Company is not a Core Investment Company as defined in the regulations made byReserve Bank of India. Accordingly the requirement to report on clause 3(xvi)(c) of theOrder is not applicable to the Company.

(d) According to the information and explanations provided to us by the management theGroup does not have any Core Investment Company. xvii. The Company has not incurred cashlosses in the current financial year and the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year andaccordingly requirement to report on Clause 3(xviii) of the Order is not applicable to theCompany.

xix. According to the information and explanations given to us and on the basis of thefinancial ratios (Refer note 50 to the financial statements) ageing and expected dates ofrealization of financial assets and payment of financial liabilities other informationaccompanying the financial statements 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 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.

xx. (a) In our opinion and according to the information and explanations given to usin respect of other than ongoing projects there are no unspent amounts that are requiredto be transferred to a fund specified in Schedule VII of the Companies Act (the Act) incompliance with second proviso to sub section 5 of section 135 of the Act.

(b) In our opinion and according to the information and explanations given to us thereare no unspent amounts in respect of ongoing projects that are required to be transferredto a special account in compliance of provision of sub section (6) of section 135 ofCompanies Act.

xxi. The reporting under Clause 3(xxi) of the Order is not applicable in respect ofaudit of standalone financial statements. Accordingly no comment in respect of the saidclause has been included in this report.

ForSinghi & Co.
Chartered Accountants
Firm Registration No.302049E
Pradeep Kumar Singhi
Partner
Place: Kolkata Membership No. 050773
Dated: May 23 2022 UDIN:22050773AJLJPA2554

Annexure ‘B’ to the Independent Auditor’s Report

(Referred to in paragraph 2 (f) under ‘Report on Other Legal and RegulatoryRequirements’ section of our report to the Members of Rupa & Company Limited ofeven date) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting with referenceto financial statements of Rupa & Company Limited ("the Company") asof March 31 2022 in conjunction with our audit of the standalone financial statements ofthe 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. 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 respective company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting with reference to these standalone financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") issued by theInstitute of Chartered Accountants of India and the Standards on Auditing prescribed underSection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting with referenceto these standalone financial statements was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlsover financial reporting with reference to these standalone financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statement included obtaining an understanding of internal financial controlswith reference to financial statement assessing the risk that a material weakness existsand testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor’sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlsover financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls over financial reporting with reference to thesestandalone financial statements

A company’s internal financial control over financial reporting with reference tothese standalone financial statements is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation ofstandalone financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal financial control over financialreporting with reference to these standalone financial statements includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company’s assets that could have a materialeffect on the financial statements.

Limitations of Internal Financial Controls over financial reporting with reference tothese standalone financial statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls with reference to financial statement tofuture periods are subject to the risk that the internal financial control over financialreporting with reference to these standalone financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlsover financial reporting with reference to these standalone financial statements and suchinternal financial controls over financial reporting with reference to these standalonefinancial statements were operating effectively as at March 31 2022 based on theinternal financial controls over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

ForSinghi & Co.
Chartered Accountants
Firm Registration No.302049E
Pradeep Kumar Singhi
Partner
Place: Kolkata Membership No. 050773
Dated: May 23 2022 UDIN:22050773AJLJPA2554

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