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S H Kelkar & Company Ltd.

BSE: 539450 Sector: Industrials
NSE: SHK ISIN Code: INE500L01026
BSE 00:00 | 27 Jan 140.25 -1.60
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141.45

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142.25

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139.90

NSE 00:00 | 27 Jan 140.85 -0.70
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141.80

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142.45

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OPEN 141.45
PREVIOUS CLOSE 141.85
VOLUME 14434
52-Week high 167.00
52-Week low 119.00
P/E 33.16
Mkt Cap.(Rs cr) 1,941
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 141.45
CLOSE 141.85
VOLUME 14434
52-Week high 167.00
52-Week low 119.00
P/E 33.16
Mkt Cap.(Rs cr) 1,941
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S H Kelkar & Company Ltd. (SHK) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

S H Kelkar and Company Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of S H Kelkar andCompany Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2022 and the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Cash Flows and the Statement of Changes in Equity for the year thenended and a summary of significant accounting policies and other explanatory information.

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") prescribed under section 133 of the Act read with theCompanies (Accounting Standards) Rules 2006 as amended ("AccountingStandards") and other accounting principles generally accepted in India of the stateof affairs of the Company as at 31 March 2022 and its profit total comprehensive incomeits cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the standalone financial statements.

Key Audit Matters

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

Impairment assessment of investments in three subsidiaries (refer note 2.4 (e) and note8 to the standalone financial statements)

The Company accounts for equity investments in subsidiaries at cost less impairmentloss. The Company's assessment of impairment of investments in subsidiaries namely KevaEurope BV Keva UK Limited and Creative Flavours & Fragrances SpA (CFF) amounting toRs. 232.08 crores involves significant management estimates and judgements relating toforecast of future revenues operating margins and discount rates while determining thecorresponding recoverable values using discounted cash flow method.

Considering the judgement required for estimating the cash flows and the complexity ofthe assumptions used this has been considered as a key audit matter.

Principal audit procedures:

• Tested the design implementation and operating effectiveness of key controlsover impairment assessment of investments in subsidiaries.

• Evaluated the reasonableness of key assumptions and inputs in the cash flowforecasts (including revenue operating margin discount rate) considering the currenteconomic scenario understanding of the business retrospective review of prior year'sforecast against actual results and inputs from internal valuation specialists.

• Assessed the sensitivity of the outcome of impairment assessment in response tochanges in the said key assumptions.

• Evaluated adequacy of the related disclosures in the standalone financialstatements

Information Other than the Financial Statements and Auditor's Report Thereon

• The Company's Board of Directors is responsible for the other information. Theother information comprises the information included in the Board's report Report onCorporate Governance Business Responsibility Report but does not include the consolidatedfinancial statements standalone financial statements and our auditor's reports thereon.

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

• In connection with our audit of the standalone financial statements ourresponsibility 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 during the course of our audit or otherwise appears to bematerially misstated.

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

Management's 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 Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatement 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 as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

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

Auditor's Responsibility for the Audit of the Standalone Financial Statements

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

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

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit 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.

• Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

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

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

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Other Matters

The comparative standalone financial statement of the Company for the year ended March312021 were audited by the predecessor auditor. The reports of the predecessor auditoron this comparative financial statement for the year ended March 31 2021 dated May 272021 expressed unmodified opinion.

Our opinion on the standalone financial statement is not modified in respect of thismatter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone 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 that to the best of it's knowledge and beliefother than as disclosed in the notes to the accounts no funds (which are material eitherindividually or in the aggregate) have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other person(s) or entity(ies) including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Company("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries.

(b) The Management has represented that to the best of it's knowledge and beliefother than as disclosed in the notes to accounts no funds (which are material eitherindividually or in the aggregate) have been received by the Company from any person(s) orentity(ies) including foreign entities ("Funding Parties") with theunderstanding whether recorded in writing or otherwise that the Company shall directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that has been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and(b) above contain any material misstatement.

v. The final dividend proposed in the previous year declared and paid by the Companyduring the year is in accordance with section 123 of the Act as applicable.

As stated in note 18 to the financial statements the Board of Directors of the Companyhave proposed final dividend for the year which is subject to the approval of the membersat the ensuing Annual General Meeting. The amount of dividend proposed is in accordancewith section 123 of the Act as applicable.

2. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

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

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of S H Kelkarand Company Limited ("the Company") as of March 31 2022 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

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 controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2022 based on the criteria forinternal financial control over financial reporting established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants of India.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)

In terms of the information and explanations sought by us and given by the Company andthe books of account and records examined by us in the normal course of audit and to thebest of our knowledge and belief we state that -

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment capitalwork-in-progress investment properties and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangibleassets intangible assets under development.

(i) (b) The Company has a program of verification of property plant and equipmentcapital work-inprogress investment properties and right-of-use assets so to cover all theitems once every three years which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the program Property Plantand Equipment were due for verification during the year and were physically verified bythe Management during the year. According to the information and explanations given to usno material discrepancies were noticed on such verification.

(i) (c) With respect to immovable properties (other than properties where the Companyis the lessee and the lease agreements are duly executed in favour of the Company)disclosed in the financial statements included in (property plant and equipment andinvestment property) according to the information and explanations given to us and basedon the examination of the registered sale deed / transfer deed / conveyance deed providedto us we report that the title deeds of such immovable properties are held in the nameof the Company as at the balance sheet date except for the following:

Description of Property Gross Carrying Value Rs. In crore (As at the Balance sheet date) Carrying Value in the Financial Statement Rs. In crore (As at the Balance sheet date) Held in the name of Whether promoter director or their relative or employee Period Held Reason for not being held in the name of Company
Building located at Mulund Mumbai admeasuring 7647 sft 15.67 13.04 Saiba Industries Private Limited (erstwhile company that was merged with the company under the Companies Act in terms of the approval of the NCLT) No From 01/04/2019 appointed date as per the approved scheme The Title deeds pending to be transferred in the name of the Company with registrar.
Building located at Mulund Mumbai admeasuring 703.56 sft 1.75 1.48 Rasiklal Hemani Agencies Private Limited (erstwhile company that was merged with the company under the Companies Act in terms of the approval of the NCLT) No From 01/04/2019 appointed date as per the approved scheme The Title deeds pending to be transferred in the name of the Company with registrar.
17.42 14.52

(i) (d) The Company has not revalued any of its property plant and equipment(including Right of Use assets) and intangible assets during the year.

(i) (e) No proceedings have been initiated during the year or are pending against theCompany as at 31 March 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The inventories except for goods-in-transit were physically verified duringthe year by the Management at reasonable intervals. In our opinion and based oninformation and explanations given to us the coverage and procedure of such verificationby the Management is appropriate having regard to the size of the Company and the natureof its operations. In respect of goods in transit the goods have been received subsequentto the year-end. No discrepancies of 10% or more in the aggregate for each class ofinventories were noticed on such physical verification of inventories when compared withthe books of account.

(ii) (b) According to the information and explanations given to us the Company hasbeen sanctioned working capital limits in excess of Rs. 5 crores in aggregate at pointsof time during the year from banks on the basis of security of inventories book debtsand other receivables. In our opinion and according to the information and explanationsgiven to us the statements comprising (stock statements book debt statements statementson ageing analysis of the debtors/other receivables and other stipulated financialinformation) filed by the Company with such banks are in agreement with the unauditedbooks of account of the Company of the respective quarters.

(iii) The Company has not granted any loans or advances in the nature of loans securedor unsecured to companies firms Limited Liability Partnerships or any other partiesduring the year and hence subclause (c) (d) (e) (f) under clause (iii) of the Order arenot applicable. The Company has made investments in and provided guarantees in respect ofwhich we report as below:

(iii) (a) The Company has stood guarantee during the year and details of which aregiven below:

Guarantees (Rs. In crore)
A. Aggregate amount granted / provided during the year:
- Subsidiaries 99.22
B. Balance outstanding as at balance sheet
date in respect of above cases
- Subsidiaries 550.99

(iii) (b) The investments made and guarantees provided during the year are in ouropinion prima facie not prejudicial to the Company's interest.

(iv) The Company has complied with the provisions of Sections 185 and 186 of theCompanies Act 2013 in respect of loans granted investments made and guarantees andsecurities provided as applicable.

(v) The Company has not accepted any deposit or amounts which are deemed to bedeposits. Hence reporting under clause (v) of the Order is not applicable.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013. We have broadly reviewed the books of accountmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended prescribed by the Central Government for maintenance of cost records underSection 148(1) of the Companies Act 2013 and are of the opinion that prima facie theprescribed cost records have been made and maintained by the Company. We have howevernot made a detailed examination of the cost records with a view to determine whether theyare accurate or complete.

(vii) (a) In respect of statutory dues:

Undisputed statutory dues including Goods and Service tax Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax duty of Customs duty of ExciseValue Added Tax cess and other material statutory dues applicable to the Company havebeen regularly deposited by it with the appropriate authorities in all cases during theyear.

There were no undisputed amounts payable in respect of Goods and Service tax ProvidentFund Employees' State Insurance Income-tax Sales Tax Service Tax duty of Customsduty of Excise Value Added Tax cess and other material statutory dues in arrears as atMarch 312022 for a period of more than six months from the date they became payable.

(vii) (b) Details of statutory dues referred to in sub-clause (a) above which have notbeen deposited as on March 31 2022 on account of disputes are given below:

Name of the Statute Nature of the Dues Demand Amount (Rs. In crore) Amount deposited on account of demand (Rs. In crore) Period to which the Amount Relates Forum where Dispute is Pending
Income tax Act 1961 Income- Tax 0.75 0.75 F.Y 2007-08 F.Y 2008-09 Income-tax Appellate Tribunal
Income tax Act 1961 Income- Tax 70.09 13.63 F.Y 2008-09 F.Y 2009-10 F.Y 2012-13 F.Y 2014-15 F.Y 2016-17 F.Y 2017-18 The Commissioner of Income-tax (Appeals)
Income tax Act 1961 Income- Tax 3.51 0.79 F.Y 2008-09 F.Y 2011-12 High Court Mumbai
Central Excise Act 1944 Service tax 11.33 2.88 F.Y 2008-09 to 2012-13 CESTAT
Central Excise Act 1944 Custom Duty 0.07 - F.Y 2008-09 to F.Y 2011-12 Additional Commissioner of Customs Appraising Gr.2 (A-F) JNCH
Central Excise Act 1944 Custom Duty 0.05 - F.Y 2011-12 Deputy Commissioner of Customs GR-II (A-B) NS-V JNCH
Maharashtra Value Added Tax Act 2002 Sales Tax 0.37 - F.Y 1989-1994 High Court
Maharashtra Value Added Tax Act 2002 Sales Tax 0.05 0.02 F.Y 2010-2011 Sales Tax tribunal (Appeals)

(viii) There were no transactions relating to previously unrecorded income that weresurrendered or disclosed as income in the tax assessments under the Income Tax Act 1961(43 of 1961) during the year.

(ix) (a) Loans amounting to Rs. 21.10 crore outstanding as at 31 March 2022 arerepayable on demand and terms and conditions for payment of interest thereon have not beenstipulated. According to the information and explanations given to us such loans andinterest thereon have not been demanded for repayment during the financial year.Considering the above in our opinion the Company has not defaulted in the repayment ofloans or other borrowings or in the payment of interest thereon to any lender during theyear.

I n our opinion the Company has not defaulted in the repayment of loans or otherborrowings or in the payment of interest thereon to any lender during the year.

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

(ix) (c) The Company has not taken any term loan during the year and there are nounutilised term loans at the beginning of the year and hence reporting under clause(ix)(c) of the Order is not applicable.

(ix) (d) On an overall examination of the financial statements of the Company fundsraised on short-term basis have prima facie not been used during the year for long-termpurposes by the Company.

(ix) (e) On an overall examination of the financial statements of the Company theCompany has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures.

(ix) (f) The Company has not raised any loans during the year and hence reporting onclause (ix)(f) of the Order is not applicable.

(x) (a) The Company has not issued any of its securities (including debt instruments)during the year and hence reporting under clause (x)(a) of the Order is not applicable.

(x) (b) During the year the Company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully or partly or optionally) and hencereporting under clause (x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge no fraud by the Company and no material fraud onthe Company has been noticed or reported during the year.

(xi) (b) To the best of our knowledge no report under subsection (12) of section 143of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies(Audit and Auditors) Rules 2014 with the Central Government during the year and upto thedate of this report.

(xi) (c) As represented to us by the Management there were no whistle blowercomplaints received by the Company during the year (and upto the date of this report).

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

(xiii) In our opinion the Company is in compliance with Section 177 and 188 of theCompanies Act where applicable for all transactions with the related parties and thedetails of related party transactions have been disclosed in the financial statements etc.as required by the applicable accounting standards.

(xiv) (a) In our opinion the Company has an adequate internal audit system commensuratewith the size and the nature of its business.

(xiv) (b) We have considered the internal audit reports issued to the Company duringthe year and covering the period upto March 2022.

(xv) In our opinion during the year the Company has not entered into any non-cashtransactions with any of its directors or directors of it's holding company subsidiarycompany associate company or persons connected with such directors and hence provisionsof section 192 of the Companies Act 2013 are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Hence reporting under clause (xvi)(a) (b) and (c) of the Orderis not applicable. The Group does not have any CIC as part of the group and accordinglyreporting under clause (xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred cash losses during the financial year covered byour audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company by wayof casual vacancy during the year.

(xix) On the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

(xx) (a) The Company has fully spent the required amount towards Corporate SocialResponsibility (CSR) and there are no unspent CSR amount for the year requiring a transferto a Fund specified in Schedule VII to the Companies Act or special account in compliancewith the provision of sub-section (6) of section 135 of the said Act. Accordinglyreporting under clause (xx) of the Order is not applicable for the year.

(xx) (b) The Company does not have any ongoing projects as at the end of the current orprevious financial year. Hence reporting under this clause is not applicable for theyear.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W/W-100018)
Mehul Parekh (Partner)
Place: Mumbai (Membership No. 121513)
Date: May 25 2022 UDIN: 22121513AJOUPD2241

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