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UPL Ltd.

BSE: 512070 Sector: Agri and agri inputs
NSE: UPL ISIN Code: INE628A01036
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OPEN 659.85
PREVIOUS CLOSE 656.00
VOLUME 73730
52-Week high 848.00
52-Week low 607.80
P/E 36.71
Mkt Cap.(Rs cr) 51,409
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Sell Qty 0.00
OPEN 659.85
CLOSE 656.00
VOLUME 73730
52-Week high 848.00
52-Week low 607.80
P/E 36.71
Mkt Cap.(Rs cr) 51,409
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

UPL Ltd. (UPL) - Auditors Report

Company auditors report

To the Members of

UPL Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalonefinancial statements of UPL Limited (the“ Company”) which comprise the standalone balance sheet as at March 31 2022and the standalone statement of profit and loss (including other comprehensive income)standalone statement of changes in equity and standalone statement of cashflows for theyear then ended and notes to the standalonefinancial 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 ourinformation and according to the explanations given to us aforesaid standalone financialstatements give the information required by the Companies Act 2013 (“Act”) inthe manner required and give a true and fair view in conformity with the accountingprinciples generally accepted in India together with the overriding effect of the Schemeof arrangement as approved by the Hon'ble High Court of Gujarat (“theScheme”) regarding accounting of amalgamation of the state of affairs of the Companyas at March 31 2022 and its profit and other comprehensive income changes in equity andits cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the standalonefinancial statements.

Emphasis of matter

We draw attention to Note 45 of the Statement regarding the accountingfor the amalgamation of Advanta Limited into the UPL Limited in the financial year 2016-17with effect from April 1 2015. In accordance with the Scheme approved by the Hon'ble HighCourt of Gujarat ('the Scheme') vide Order dated June 23 2016 the amalgamation wasaccounted for as per Accounting Standard 14 - 'Accounting for Amalgamations'. Accordinglyall assets and liabilities of Advanta Limited were recorded at their respective existingbook values. The difference between the book values of the net assets so recorded and theconsideration (being fair value of equity shares and issue price of preference sharesissued by the Company to the shareholders of Advanta Limited) aggregating Rs3697 croreswas recognised as goodwill. This goodwill is being amortised over 10 years as per terms ofthe Scheme and is also tested for impairment every year.

Such accounting treatment of the above referred difference is not incompliance with the requirements of Ind AS 103 - ‘Business Combinations' whichrequires the difference to be debited to revenue reserves rather than being recognised asgoodwill. Had the accounting treatment prescribed under Ind AS 103 been followed generalreserves as at March 31 2022 would have been lower by Rs1116 crores with consequentialimpact on goodwill and profit after tax reported for the period from April 1 2021 toMarch 31 2022 would have been higher by Rs370 crores respectively. Our opinion is notmodified in respect of this matter.

Key Audit Matters

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

Description of Key Audit Matter

Revenue recognition rebates and sales returns

Refer note 2.2 (b) and 2.3 to accounting policies and note 21 to thestandalone financial statements

The key audit matter How the matter was addressed in our audit
Revenue recognition Our procedures included the following:
The timing of revenue recognition is relevant to the reported performance of the Company. We assessed the compliance of the revenue recognition accounting policies against the requirements of Indian Accounting Standards (“Ind AS”).
We identified revenue recognition as a key audit matter because of quantum of revenue and the time and audit effort involved in auditing the terms of the customers contract and the revenue recognized. We evaluated the design and operating effectiveness of the relevant key financial controls with respect to revenue recognition on selected transactions.
Using statistical sampling we tested the terms of the revenue contracts against the recognition of revenue based on the underlying documentation and records and evaluated accuracy and existence of the revenue being recognised in the correct accounting period. We tested the accuracy and existence of revenue recognized at year end. On a sample basis we evaluated the revenue being recognised in the correct accounting period.
We assessed the adequacy of disclosures in the standalone financial statements against the requirements of Ind AS 115 Revenue from contracts with customers.
Rebates and sales returns Our procedures included the following:
The Company provides rebates to various customers in terms of formal agreements. The recognition and measurement of rebates including establishing an accrual at year end involves significant judgement and estimates particularly the expected level of rebates of each of the customers. Understanding the process followed by the Company for identifying and determining the value of rebates and sales returns.
As disclosed in Note 2.3 to the standalone financial statements revenue is recognised net of sales returns. Estimation of sales returns involves significant judgement and estimates. We evaluated the design and tested the operating effectiveness of the relevant key financial controls with respect to recognition and accrual of the rebate expense and sales returns.
We have examined the rebate and sales return rollforward and tested the data used by the Company in assessing the provision for rebates and sales return for completeness and accuracy by agreeing the invoices for the rebate and sales return to the formal agreements.
The value of rebates and sales returns together with the level of judgement involved resulted in rebates and sales returns being a key audit matter. On a sample basis we evaluated the basis of rebate and sales return provision by agreeing amounts recognized to the terms of agreements and approvals.
We assessed the assumptions and judgements used in the sales return provision by comparing against historical trends returns and subsequent actual sales returns.
We also performed a retrospective review by testing on a sample basis that the actual cost incurred booked in the current year which pertained to prior year was appropriately accrued as at prior year-end and also by testing on a sample basis that there has been no significant from the accrual as at prior year.
Valuation of goodwill
Refer note 2.2 (d) and 2.3 to accounting policies and note 4 and 49 to the standalone financial statements
As at March 31 2022 the Company had Rs1116 Crores of goodwill as a result of acquisition of Advanta Limited. Our procedures included the following:
We assessed the Company's methodology applied in determining the
The Company makes significant judgement in estimating future cash flows which are used for annual goodwill impairment testing. The Company compares the carrying value of the assets with their recoverable amount CGUs to which these assets are allocated.
We assessed the assumptions around the key drivers of the cash flow forecasts including discount rates expected growth rates and terminal growth rates used.
The inputs to the impairment testing model which have most significant impact on the model includes: We compared the cash flow forecasts to approved budgets and other relevant market and economic information as well as testing the underlying workings.
a) Future cash flows and growth rate; and We assessed Company's sensitivity analysis over the key assumptions to determine any possible change in these assumptions which would result in an impairment.
b) Discount rate applied to the projected cash flows
The impairment test model includes sensitivity testing of key assumptions.
The annual impairment testing is considered a significant accounting judgement and estimate and a key audit matter because: We involved our valuation expert to assess the assumption and methodology used by the Company to determine the recoverable amount.
a) the assumptions on which the tests are based are highly judgmental and are affected by future market and economic conditions which are inherently uncertain; and Assessing the adequacy of the Company's disclosures related to the impairment tests and their compliance with Ind AS.
b) the significance of the balance to the standalone financial statements.

Other Information

The Company's Management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's financial annualreportbutdoesnotincludethestandalone statements and ourauditor's report thereon. does Ouropiniononthestandalone not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing soconsiderwhethertheother financial controls that information is materially inconsistentwith the standalone financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated. If based on the work we have performed weconclude that there is a material misstatement of this other information we are requiredto report that fact. We have nothing to report in this regard.

Management's and Board of Directors' Responsibilities for theStandalone Financial Statements

The Company's Management and Board of Directors are responsiblefor the matters stated in Section 134(5) of the Act with respect to the preparation ofthese standalone of the state of affairs profit/loss and other comprehensive incomechanges in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)specified under Section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the 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 adequateinternal were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error. In preparing the standalonefinancial statements the Management and Board of Directors are responsible for assessingthe Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accountingsignificant doubt unless the Board of Directors either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

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

Identify and assess the risks of material misstatement of thestandalone financial statements whether due fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a for our opinion. The risk of not detecting a materialmisstatementresultingfromfraudishigherthanfor significance in the audit of the standalonefinancial one resulting from error as fraud may involve collusion forgery intentionalomissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under Section143(3) (i) of the Actwearealsoresponsibleforexpressing benefits of such communication.our opinion on whether the company has adequate internal financial controls with referenceto financial statements in place and the operating effectiveness of such controls.

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

Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis ofaccountinginpreparationofstandalone statementsand based on the audit evidence obtained whether a material uncertainty exists relatedto events the orconditionsthatmaycast Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists we are required to drawattention in our auditor's report to the related disclosures in the standalonefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any identify during our audit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's reportunless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest

Report on Other Legal and Regulatory Requirements

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

2. (A) As required by Section 143(3) of the Act we report that: (a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. (b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books

(c) The standalone balance sheet the standalone statementcomprehensive income) the standalone statement of changes in equity and thestandalonestatementofcash with by this Report are in agreement with the 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 representationsreceived from the directors as on March 31 2022 taken on record by the Board ofDirectors none of the directors is disqualified as on March 31 2022 from being appointedas a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal

statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in “Annexure B”.

(B) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit andAuditor's) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us: (a) The Company has disclosed the impact ofpending litigations as at March 31 2022 on its

statements - Refer Note 35 to the standalone financial statements (b)The Company did not have long-term contracts including derivative contracts- for whichthere were any material foreseeable losses (c) There has been no delay in transferringamounts required to be transferred to the Investor Education and Protection Fund by the

Company and

(d) (i) The management has represented that to the best of itsknowledge and belief as disclosed in the Note 6 to the accounts no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other persons or entities includingforeign entities (“Intermediaries”) with the understanding whether recorded inwriting or otherwise that the Intermediary shall: directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any persons or entitiesincluding foreign entities (“Funding Parties”) with the understanding whetherrecorded in writing or otherwise that the Company shall: 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. (iii) Based on the audit proceduresthat have been considered reasonable and appropriate in the circumstances nothing hascome to our notice that has caused us to believe that the representations under sub-clause(i) and (ii) of Rule 11(e) contain any material mis- statement.

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

As stated in Note 12(a) to the financial statements the Board ofDirectors of the Company have proposed final dividend for the year which is subject to theapproval of the members at ensuing Annual General Meeting. The dividend declared is inaccordance with section 123 of the Act to the extent it applies to declaration ofdividend.

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

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Bhavesh Dhupelia
Partner
Place: Mumbai Membership No.042070
Date: May 9 2022 UDIN: 22042070AIPRKV1519

Annexure A to the Independent Auditors' Report on standalonefinancial statements

(Referred to in our report of even date)

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company has maintained proper records showing full particularsof intangible assets. (b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification its Property Plant and Equipment by which allProperty Plant and Equipment are verified a phased manner over a period of three years.In accordance with this programme certain property plant and equipment were verifiedduring the year. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. No discrepancieswere noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leasesagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company. (d) According to the informationand explanations given to us and on the basis of our examination of the records of theCompany the Company has not revalued its Property Plant and Equipment (including Rightof Use assets) or intangible assets or both during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder. (ii) (a) The inventoryexcept goods-in-transit and stocks lying with third parties has been physically verifiedby the management during the year. For stocks lying with third parties at the year- endwritten confirmations have been obtained and for goods-in-transit subsequent evidence ofreceipts has been linked with inventory records. In our opinion the frequency of suchverification is reasonable and procedures and coverage as followed by management wereappropriate. No discrepancies were noticed on verification between the physical stocks andthe book records that were more than 10% in the aggregate of each class of inventory.

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

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not providedany guarantee or security or granted any advances in the nature of loans secured orunsecured to companies firms limited liability partnership or any other parties duringthe year. The Company has made investments in companies and granted secured and unsecuredloans to companies and other parties in respect of which the requisite information is asbelow. The Company has not made any investments in or granted any loans secured orunsecured to firms and limited liability partnership.

(a) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has provided loans to any otherentity as below:

Rs in Crores
Particulars Loans
Aggregate amount during the year
- Subsidiaries 126.00
- Others 1.30
Balance outstanding as at balance sheet date
- Subsidiaries 126.00
- Others 0.00

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion the investments made and the termsand conditions of the grant of secured and unsecured loans are prima facie notprejudicial to the interest of the Company.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of loans given inour opinion the repayment of principal and payment of interest has been stipulated and therepayments or receipts have been regular except for the loan of Rs126 crore given to SWAL

Corporation Limited which is repayable on demand. As informed to usthe Company has not demanded repayment of the loan or interest during the year. Thusthere has been no default on the part of the party to whom the money has been lent.Further the Company has not given any advance in the nature of loan to any party duringthe year.

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

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan or advance inthe nature of loan granted falling due during the year which has been renewed or extendedor fresh loans granted to settle the overdues of existing loans given to same parties. (f)According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion the Company has not granted anyloans or advances in the nature of loans either repayable on demand or without specifyingany terms or period of repayment except for the following loans or advances in the natureof loans to its Promoters and related parties as defined in Clause (76) of Section 2 ofthe Companies Act 2013 (“the Act”):

Rs in Crores
Particulars Related Parties
Aggregate of loans/advances in nature of loan
- Repayable on demand (A) 126.00
- Agreement does not specify any terms or period of Repayment (B)
Total (A+B) 126
Percentage of loans/advances in nature of loan to the total loans 100%

(iv) According to the information and explanations given to us and onthe basis of our examination of records of the Company in respect of investments made andloans guarantees and security given by the Company in our opinion the provisions ofSection 185 and 186 of the Companies Act 2013 (“the Act”) have been compliedwith.

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable.

(vi) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for maintenance of costrecords under Section 148(1) of the Act in respect of its manufactured goods (and/orservices provided by it) and are of the opinion that prima facie the prescribed accountsand records have been made and maintained. However we have not carried out a detailedexamination of the records with a view to determine whether these are accurate orcomplete. (vii) The Company does not have liability in respect of Service tax Duty ofexcise Sales tax and Value added tax during the year since effective July 1 2017 thesestatutory dues has been subsumed into GST. (a) According to the information andexplanations given to us and on the basis of our examination of the records of theCompany in our opinion amounts deducted / accrued in the books of account in respect ofundisputed statutory dues including Goods and Services Tax (‘GST') Providentfund Employees' State Insurance Income-Tax Duty of Customs Cess and otherstatutory dues have been regularly deposited by the Company with the appropriateauthorities.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company amounts deducted/ accrued in thebooks of account in respect of undisputed statutory dues including Profession tax have notgenerally been regularly deposited during the year with the appropriate authorities thoughthe delays in deposit have not been serious. According to the information and explanationsgiven to us and on the basis of our examination of the records of the Company noundisputed amounts payable in respect of Goods and Services Tax (‘GST')Provident fund Employees' State Insurance Income-Tax Duty of Customs Cess andother statutory dues were in arrears as at March 31 2022 for a period of more than sixmonths from the date they became payable except as mentioned below:

Name of the Statute Nature of the Dues Amount (Rsin Crores) Period to which amount relates Due date Date of payment
Professional Tax Tax 0.01 April 2018 to September 2019 Various Unpaid

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company statutory dues relating toGoods and Service Tax Provident Fund Employees State Insurance Income-Tax Duty ofCustoms or Cess or other statutory dues which have not been deposited on account of anydispute are as follows:

Name of the statute Nature of the dues Amount (Rs in Crores) Period to which the amount relates Forum where dispute is pending Remarks if any
Income Tax Act 1961 Income Tax demands 10 AY*1995-96 to AY Supreme Court High
1997- 98 AY 2008-09 Court Commissioner
to AY 2010-11 and AY Income-tax and Income- tax Appellate
2015-16 Tribunal
Sales Tax Act Sales Tax demands 20 FY 1985-86 1995-96 Supreme Court Jt
2005-06 to 2007-08 Commissioner of Sales tax - Maharashtra
2011-12 to 2015-16 Sales tax Tribunal Ahmedabad
Central Excise/ Excise duty/ Service 93 FY 1989-90 1994- Commissioner (Appeals) Central Excise
Finance Act tax demands 2004 and 2007-2015 and Service tax Appellate Tribunal
Custom Act Custom duty 22 FY 1992 to 1997 Commissioner (Appeals) Central Excise
demands 2000 2001 and 2004 and Service tax Appellate Tribunal
Foreign Trade (Development and Regulation) Act Fiscal Penalty 33 FY 1992 to 1997 Bombay High Court
Goods and Services Tax Goods and Service Tax demands 1 FY 2019-20 Goods and Service Tax Appellate Tribunal

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.(ix) (a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not defaulted in repayment ofloans and borrowing or in the payment of interest thereon to any lender. (b) According tothe information and explanations given to us and on the basis of our examination of therecords of the Company the Company has not been declared a wilful defaulter by any bankor financial institution or government or government authority. (c) In our opinion andaccording to the information and explanations given to us by the management term loanswere applied for the purpose for which the loans were obtained.

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

(e) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the Company we report thatthe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures as defined under the Act.(f) According to the information and explanations given to us and procedures performed byus we report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries joint ventures or associate companies (as definedunder the Act). (x) (a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments) Accordingly clause 3(x)(a) ofthe Order is not applicable. (b) According to the information and explanations given to usand on the basis of our examination of the records of the Company the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year. Accordingly clause 3(x)(b) of the Order is notapplicable.

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

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Act has been filed by auditors in FormADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules 2014 withthe Central Government. (c) As represented to us by the management there are no whistleblower complaints received by the Company during the year.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause 3(xii) of the Order is not applicable(xiii) In our opinion and according to the information and explanations given to us thetransactions with related parties are in compliance with Section 177 and 188 of the Actwhere applicable and the details of the related party transactions have been disclosed inthe standalone financial statements as required the applicable accounting standards.

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

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

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of the Act arenot applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Orderis not applicable.

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

(c) The Company is not a Core Investment Company the regulations madeby the (CIC)as

Reserve Bank of India. Accordingly clause 3(xvi) (c) of the Order isnot applicable.

(d) The Company is not part of any group (as per the provisions of theCore Investment Companies (Reserve Bank) Directions 2016 as amended). Accordingly therequirements of clause 3(xvi) (d) are not applicable (xvii) The Company has not incurredcash losses in the current and in the immediately preceding financial year.

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

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements 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 that the 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 to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanationsgiven to us there is no unspent amount under sub-section (5) of section 135 of theCompanies Act 2013 pursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) ofthe Order are not applicable.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Bhavesh Dhupelia
Partner
Place: Mumbai Membership No.042070
Date: May 9 2022 UDIN: 22042070AIPRKV1519

Annexure B to the Independent Auditors' report on the standalonefinancial statements of UPL Limited for the year ended March 31 2022

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013 (Referred to in paragraph (2(A)(f)) under ‘Report on OtherLegal and Regulatory Requirements' section of our report of even date)

OPINION

We have audited the internal financial controls with reference tofinancial statements of UPL Limited (“the Company”) as of March 31 2022 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial were operating effectively as at March 31 2022 based on the internal financialcontrols with reference to financial statements 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 (the “Guidance Note”).

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as “the Act”).

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on

Auditing prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls with reference to financialstatements. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls with reference to financial statements wereestablished and maintained and whether such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

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

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS

A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includethose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements 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 Standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Bhavesh Dhupelia
Partner
Place: Mumbai Membership No.042070
Date: May 9 2022 UDIN: 22042070AIPRKV1519

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