You are here » Home » Companies » Company Overview » TTK Healthcare Ltd

TTK Healthcare Ltd.

BSE: 507747 Sector: Health care
NSE: TTKHLTCARE ISIN Code: INE910C01018
BSE 11:33 | 19 Aug 827.35 -23.00
(-2.70%)
OPEN

838.35

HIGH

864.00

LOW

823.25

NSE 11:19 | 19 Aug 829.00 -21.00
(-2.47%)
OPEN

856.70

HIGH

865.00

LOW

827.35

OPEN 838.35
PREVIOUS CLOSE 850.35
VOLUME 4432
52-Week high 969.75
52-Week low 621.90
P/E 1.84
Mkt Cap.(Rs cr) 1,169
Buy Price 825.10
Buy Qty 1.00
Sell Price 827.95
Sell Qty 20.00
OPEN 838.35
CLOSE 850.35
VOLUME 4432
52-Week high 969.75
52-Week low 621.90
P/E 1.84
Mkt Cap.(Rs cr) 1,169
Buy Price 825.10
Buy Qty 1.00
Sell Price 827.95
Sell Qty 20.00

TTK Healthcare Ltd. (TTKHLTCARE) - Auditors Report

Company auditors report

To the Members of TTK Healthcare Limited Report on the Audit of the FinancialStatements

Opinion

We have audited the financial statements of TTK Healthcare Limited ("theCompany") which comprise the balance sheet as at 31st March 2022 andthe statement of Profit and Loss (including other comprehensive income) statement ofchanges in equity and statement of cash flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as "financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 (‘the Act') in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2022 and profit and othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.

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 (ICAI) together with theethical requirements 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.

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. Wehave determined the matter described below to be the key audit matter to be communicatedin our report

Revenue Recognition under Audit Response
Ind AS 115 "Revenue from Contracts entered with Customers" Our audit included but was not limited to the following procedures:
Refer Note 2 A.5.(c) and Note 2.B(g) of Financial Statements Our procedures included among others obtaining an understanding of the processes and relevant controls relating to the accounting for customer contracts.
Revenue is recognized upon transfer of control of promised goods to customers in an amount that reflects the consideration expected to be received in exchange for those goods. Accounting Policies – Assessing the appropriateness of the Company's Revenue Recognition Policy and the significant accounting judgements estimates and assumptions relating to Promotional Expenditure.
Revenue is measured net of expected defective stock returns volume based discounts turnover based discounts and other pricing incentives. Control Testing – Testing the effectiveness of Company's Controls over the calculation of returns discounts and incentives.
The cost of these activities (which are reduced from revenue) are generally recognized at the time the related revenue is recorded which normally precedes their actual discharge. Test of Details – Obtaining supporting documentation for credit notes issued in connection with achievement of sales targets by dealers for sample promotional schemes. Critically assessing manual journals posted to revenue to identify unusual or irregular items.
The estimate of returns discounts and incentives recognized based on sales made during the year is material and considered to involve judgements. Analytical Procedures - Comparing current year accruals to the prior year and evaluating the reasonableness of techniques of estimation including historical data on performance of similar promotional programs and trends of actual returns.
Therefore there is a risk of estimation errors or errors in stating revenues arising on account of returns discounts and incentives.

Information Other than the Financial Statements and Auditors' Report Thereon

The Company's management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in theDirectors report but does not include the financial statements and our auditors' reportthereon. Our opinion on the financial statements does not cover the other information andwe do not express any form of assurance / conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during 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.

Responsibilities of the Management and Those Charged with Governance for FinancialStatements

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 and other comprehensiveincome changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian accounting Standards (Ind AS)prescribed under Section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements 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 management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Board of Directors are alsoresponsible for overseeing the Company's financial reporting process.

Auditors' 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 auditors' 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 assessthe risks of material misstatement of the financial statements whether due to fraud orerror design and perform audit procedures responsive to those risks and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The riskof not detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to the financialstatements in place and the operating effectiveness of such controls.

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

y Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 auditors' report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditors'report. However future events or conditions may cause the Company to cease to continue asa going concern; and • Evaluate the overall presentation structure and content ofthe financial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 ("theOrder") issued by the Central Government of India in terms of subSection (11) ofSection 143 of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

(2) 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 IndianAccounting Standards (Ind AS) prescribed 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 with reference tothe financial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(g) 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:

(i) The Company has disclosed the impact of pending litigations as at 31 Match 2022 onits financial position in its financial statements – Refer Note 5.3 to the financialstatements;

(ii) the Company did not have any long-term contracts including derivative contractsfor which 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 during the year ended 31stMarch 2022; and (iv) (a) The management has represented that to the best of itsknowledge and belief as disclosed in Note 5.19 to the financial statements no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other person(s) orentity(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 that to the best of its knowledge and belief 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

(c) Based on such audit procedures that we have considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (a) and (b) contain any material misstatement.

(d) As stated in note 5.20 to the financial statements the Board of Directors of theCompany have proposed final dividend for the year which is subject to the approval of themembers at the ensuing Annual General Meeting. The dividend declared is in accordance withSection 123 of the Act to the extent it applies to declaration of dividend.

The final dividend paid by the Company during the year in respect of the same declaredfor the previous year is in accordance with Section 123 of the Companies Act 2013 to theextent it applies to payment of dividend. (3) With respect to the matter to be included inthe Auditors' Report under Section 197(16): In our opinion and according to theinformation and explanations given to us the remuneration paid by the Company to itsdirectors during the current year is in accordance with the provisions of Section 197 ofthe Act. The remuneration paid to any director is not in excess of the limit laid downunder Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed otherdetails under Section 197(16) which are required to be commented upon by us.

For M/s. PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm's Regn. No.003990S/S200018
S Rajeshwari
Partner
Place : Chennai Membership No.024105
Date : May 23 2022 UDIN No.22024105AJKPFU7561

Annexure A

Referred to in paragraph 1 on ‘Report on Other Legal and Regulatory Requirements'of our report of even date to the members of TTK Healthcare Limited ("theCompany") on the financial statements as of and for the year ended 31stMarch 2022.

(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) The Company has a regular programme of physical verifica-tion of its PropertyPlant and Equipment by which all Property Plant and Equipment are verified in a phasedmanner over a period of three years. In our opinion this periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme Property Plant and Equipment were physically verifiedby the management during the year. In our opinion and according to the information andexplanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us the records examined byus and based on the examination of the conveyance deeds provided to us we report thatthe title deeds comprising all the immovable properties disclosed in the financialstatements are held in the name of the Company as at Balance Sheet date except as statedbelow:

Description of property Gross carrying value (Rs. In lakhs) Whether promoter director or their relative or employee Period held Reason for not being held in the name of the Company
Freehold land at Pallavaram 336.71 Orient Pharma Private Limited No 63 years Being held in erstwhile name of the Company
Freehold land at Pallavaram 1.48 London Rubber Company (India) Limited No 10 years Being held in the name of the Company which got merged with the Company
Freehold land at Pondicherry 22.00 TTK-LIG Limited No 10 years Being held in the name of the Company which got merged with the Company
Freehold land at Virudhunagar 62.85 London Rubber Company (India) Limited No 10 years Being held in the name of the Company which got merged with the Company
Freehold land at Virudhunagar 265.03 TTK-LIG Limited No 10 years Being held in the name of the Company which got merged with the Company
Freehold building at Ahmedabad 11.90 TTK Pharma Limited No 27 years Being held in erstwhile name of the Company
Freehold building at Hyderabad 12.79 TTK Pharma Limited No 28 years Being held in erstwhile name of the Company
Freehold building at Kolkata 5.91 TTK Pharma Limited No 28 years Being held in erstwhile name of the Company
Freehold building at Indore 34.43 TTK Pharma Limited No 24 years Being held in erstwhile name of the Company

In respect of immovable properties of land and buildings that have been taken on leaseand disclosed as right of use assets in the financial statements the lease agreements arein the name of the Company.

(d) The Company has not revalued its Property Plant and Equipment (including Right ofUse assets and intangible assets) during the year and hence this clause is not applicableto the Company.

(e) According to the information and explanations given to us no proceedings have beeninitiated or are pending against the Company for holding any benami property under theBenami Transactions (Prohibitions) Act 1988 (45 of 1988) and rules made thereunder.

(ii) (a) Based on our audit procedures and according to the information andexplanations given to us the inventory except goods in transit and stocks lying withthird parties has been physically verified by the management at reasonable intervalsduring the year. In our opinion the frequency of such verification is reasonable. Forstocks lying with third parties at the year-end written confirmations have been obtainedor subsequent utilisation has been verified and in respect of goods-intransit subsequentgoods receipts have been verified. The discrepancies noticed on verification between thephysical stocks and the book records are not 10% or more in the aggregate for each classof inventory.

(b) Based on our audit procedures & according to the information and explanationgiven to us the Company has been sanctioned working capital limits in excess of fivecrore rupees in aggregate from banks or financial institutions on the basis of securityof current assets. Quarterly returns or statements filed by the Company with such banks orfinancial institutions are in agreement with the books of account of the Company exceptfor minor differences which did not affect the drawing power and the required securitycover computed in accordance with the sanctioned terms.

(iii) Based on our audit procedures & according to the information and explanationgiven to us the Company has not made investments in provided any guarantee or securityor granted any loans or advances in the nature of loans secured or unsecured tocompanies firms Limited Liability Partnerships or any other parties. Accordinglyparagraph 3(iii) of the Order is not applicable to the Company.

(iv) Based on our audit procedures & according to the information and explanationgiven to us the Company has neither given any loan guarantees and security nor made anyinvestment during the year covered under Section 185 and 186 of the Act. Thereforeparagraph 3(iv) of the Order is not applicable to the Company.

(v) Based on our audit procedures & according to the information and explanationgiven to us the Company has not accepted any deposits or amounts which are deemed to bedeposits within the meaning of the Act and the directives issued by the Reserve Bank ofIndia and the provisions of Sections 73 to 76 or any other relevant provisions of the Actand the rules framed thereunder. Accordingly paragraph 3(v) of the Order is notapplicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company asspecified under sub Section (1) of Section 148 of the Act for maintenance of cost recordsin respect of the products manufactured by the Company and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. However we havenot made a detailed examination of cost records with a view to determine whether they areaccurate or complete.

(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us the Company has been regular in depositing undisputedstatutory dues including Goods and Service Tax provident fund employees' stateinsurance income-tax sales-tax service tax duty of customs duty of excise valueadded tax cess and any other statutory dues as applicable with the appropriateauthorities.

According to the information and explanation given to us and the records of the Companyexamined by us no undisputed amounts payable in respect of Goods and Service Taxprovident fund employees' state insurance income-tax sales-tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues were inarrears as at 31st March 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 based on ourexamination of the records of the Company there are no statutory dues referred to insub-clause (a) as at 31st March 2022 which have not been deposited with theappropriate authorities on account of any dispute except as stated below:

Name of the Statute Nature of the Dues Amount demanded (Rs. in lakhs) Amount under dispute and not paid (Rs. in lakhs) Period(s) to which amount relates Forum where dispute is pending
The Central Excise Act1944 Excise Duty with interest penalty as applicable 117.90 115.95 1988-1989 to 2000-01 and 1995-1996 to 2007-2008 The Customs Excise and Service Tax Appellate Tribunal Chennai
0.74 0.42 0.74 0.42 1994-1995 and 1995-1996 2002-03 The Deputy Commissioner of Central Excise Aurangabad The Commissioner of Central Excise (Appeals)
The Customs Tariff Act1975 Customs Duty with interest and penalty 20.30 20.30 1992-93 to 2005-06 Settlement Commission Chennai CESTAT Chennai
Finance Act Service Tax 322.65 315.73 2010-11 & 2011-12 2005-2006 to 2007-2008 The Commis- sioner of Central
3.71 3.71 Excise (Appeals) Bangalore
State VAT Acts of various States Sales Tax 81.38 51.22 Various years between In various State forums
1986 - 87 to 2014-15
Income Tax Act 1961 Income Tax with interest and penalty 1096.33 1048.89 2012-2013 2013-2014 and 2015- 2016 to 2017-2018 Commissioner of Income Tax (Appeals)
1599.76 1599.76 2014-2015 Income Tax Officer

(viii) Based on our audit procedures and as per the information and explanations givenby the management no amount has been surrendered or disclosed as income during the yearin the tax assessments under the Income Tax Act 1961. Accordingly paragraph 3(viii) ofthe order is not applicable to the Company.

(ix) (a) Based on our audit procedures and as per the information and explanationsgiven by the management the Company has not defaulted in repayment of loans or otherborrowings or in payment of interest thereon to any lender (b) According to theinformation and explanations given to us the Company is not a declared willful defaulterby any bank or fi-nancial institution or other lender. Accordingly paragraph 3(ix) (b) ofthe Order is not applicable to the Company.

(c) According to the information and explanations given to us and the records of theCompany examined by us there were no term loans taken by the Company and hence thequestion of the amount of loan so diverted and the purpose for which it is used does notarise. Accordingly paragraph 3(ix)(c) of the Order is not applicable to the Company.

(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 Company has not used any funds raised on short term basis for long term purposesduring the year.

(e) According to the information and explanations given to us and the records of theCompany examined by us the Company does not have any subsidiary associate or jointventure and hence the question of the Company taking loan from any entity or person onaccount of or to meet the obligations of its subsidiaries joint ventures or associatecompanies does not arise. Accordingly paragraph 3(ix)(e) of the Order is not applicableto the Company (f) According to the information and explanations given to us and therecords of the Company examined by us the Company does not have any subsidiary associateor joint venture and hence the question of the Company raising any loans during the yearon pledge of securities held in its subsidiaries joint ventures or associate companiesdoes not arise. Accordingly paragraph 3(ix)(f) of the Order is not applicable to theCompany.

(x) (a) According to the information and explanations given to us the Company did notraise money by way of initial public offer or further public offer (including debtinstruments) during the year and hence the question of whether money raised were appliedfor the purposes for which those are raised does not arise. Accordingly paragraph 3(x) ofthe Order is not applicable to the Company.

(b) According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or convertible debentures(fully partially or optionally convertible) during the year and hence the question ofwhether the requirements of Section 42 and Section 62 of the Companies Act 2013 have beencomplied with and the funds raised have been used for the purposes for which the fundswere raised does not arise. Accordingly paragraph 3(x) (b) of the Order is not applicableto the Company.

(xi) (a) To the best of our knowledge and belief and according to the information andexplanations given to us we report that no fraud by the Company or on the Company hasbeen noticed or reported during the year.

(b) No report under sub-section (12) of Section 143 of the Companies Act has been filedby us in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules2014 with the Central Government (c) To the best of our knowledge and belief and accordingto the information and explanations given to us we report that no whistle blowercomplaints were received during the year by the Company.

(xii) The Company is not a Nidhi Company in accordance with Nidhi Rules 2014.Accordingly paragraph 3(xii)(a) to (c) of the Order is not applicable.

(xiii) Based on our audit procedures and according to the information and explanationsgiven to us all the transactions entered into with the related parties during the yearare in compliance with Section

177 and Section 188 of the Act where applicable and the details have been disclosed inthe financial statements as required by the Indian accounting standards Related PartyDisclosures (Ind AS 24) (xiv) (a) To the best of our knowledge and belief and according tothe information and explanations given to us the Company has an internal audit systemcommensurate with the size and nature of its business.

(b) We have considered the reports of the Internal Auditors for the period under audit.

(xv) On the basis of the information and explanations given to us in our opinionduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with its directors and hence provisions of Section 192 ofthe Companies Act 2013 are not applicable to the Company.

(xvi) (a) Based on our audit procedures and according to the information andexplanations given to us the Company is not required to be registered under Section 45-IAof Reserve Bank of India Act 1934 (2 of 1934).

(b) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not conducted any Non-Banking Financial or Housing Financeactivities without a valid Certificate of Registration (CoR) from the Reserve Bank ofIndia as per the Reserve Bank of India Act 1934. Accordingly paragraph 3(xvi)(b) of theOrder is not applicable to the Company.

(c) Based on our audit procedures and according to the information and explanationsgiven to us the Company is not a Core Investment Company (CIC) as defined in theregulations made by the Reserve Bank of India and hence the question of fulfill-ingcriteria of a CIC and in case the Company is an exempted or unregistered CIC whether itcontinues to fulfill such criteria do not arise. Accordingly paragraph 3(xvi)(c) of theOrder is not applicable to the Company.

(d) Based on our audit procedures and according to the information and explanationsgiven to us none of the group companies are Core Investment Company (CIC) and hence thequestion of number of CICs which are part of the Group does not arise. Accordinglyparagraph 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not incurred cash losses in the financial year and in theimmediately preceding financial year. (xviii) There has been no resignation of thestatutory auditors during the year and accordingly this clause is not applicable.

(xix) On the basis of financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements our knowledge of the Board of Directors and management plans we areof the opinion that no material uncertainty exists as on the date of the audit report ofthe Company's capability of meeting its liabilities existing at the date of balance sheetas and 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) Based on our audit procedures and according to the information andexplanations given to us in respect of other than ongoing projects the Company havingspent the required amount there is no amount pending to be transferred to a Fundspecified in Schedule VII to the Companies Act within a period of six months of the expiryof the financial year in compliance with second proviso to sub-section (5) of Section 135of the said Act.

(b) Based on our audit procedures and according to the information and explanationsgiven to us the Company is not required to transfer unspent amount under subsection (5)of Section 135 of the Companies Act pursuant to ongoing project to special account incompliance with provision of sub section (6) of Section 135. Accordingly paragraph3(xx)(b) of the Order is not applicable to the Company.

For M/s. PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm's Regn. No.003990S/S200018
S Rajeshwari
Partner
Place : Chennai Membership No.024105
Date : May 23 2022 UDIN No.22024105AJKPFU7561

Annexure B

Referred to in paragraph 2(f) on ‘Report on Other Legal and RegulatoryRequirements' of our report of even date Report on the Internal Financial Controls withreference to the aforesaid financial statements under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013

We have audited the internal financial controls with reference to financial statementsof TTK Healthcare Limited ("the Company") as of 31st March 2022 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

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 control with referenceto financial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note. 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 (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 if 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 internal financial controls assessingthe risk that a material weakness exists and testing and evaluating the design andoperating 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls with referenceto financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A Company's internal financial control 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 control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

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 control with reference to 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 the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31st March 2022 based on the internal controlwith reference 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").

For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm's Regn. No.003990S/S200018
S Rajeshwari
Partner
Place : Chennai Membership No.024105
Date : May 23 2022 UDIN No.22024105AJKPFU7561

.