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Vadilal Dairy International Ltd.

BSE: 519451 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE159T01016
BSE 05:30 | 01 Jan Vadilal Dairy International Ltd
NSE 05:30 | 01 Jan Vadilal Dairy International Ltd

Vadilal Dairy International Ltd. (VADILALDAIRY) - Auditors Report

Company auditors report

TO THE MEMBERS OF VADILAL DAIRY INTERNATIONAL LIMITED

Report on the Ind AS financial statements Opinion:

We have audited the accompanying Ind AS financial statements of VADILAL DAIRYINTERNATIONAL LIMITED ("the Company") which comprise the Balance Sheet as atMarch 31 2021 the Statement of Profit and Loss (Including Other Comprehensive Income) the Statement of Changes in Equity and the Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatoryinformation('the Ind AS financial statements) In our opinion and to the best of ourinformation and according to the explanations given to us the aforesaid IND AS financialstatements give the information required by the Companies Act 2013 ("the Act")in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India including the Ind AS of the State of Affairs ofthe Company as at 31st March 2021 and its Profit Total Comprehensive Income changes inequity and cash flows for the year ended on that date.

Basis for Opinion:

We conducted our audit of the IND AS 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'sResponsibilities for the Audit of the IND AS 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 independencerequirements that are relevant to our audit of the IND AS financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the financial statements.

Emphasis of Matter

We draw attention to Note 1(C) of accompanying statement which describes theuncertainties due to the outbreak of novel coronavirus (COVID-19). In view of theseuncertainties the impact on the Company's Financial Results is significantly dependent onfuture developments. Our opinion is not modified in respect of this matter.

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 matters described below to be the key audit matters to be communicatedin our report Information other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the IND AS financial statements and our auditor's report thereon. Our opinion onthe IND AS financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon. In connection with our audit of the financialstatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the IND AS financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated. If based on the work we have performed we conclude thatthere is a material misstatement of this other information we are required to report thatfact. We have nothing to report in this regard. Management's Responsibility for the Ind ASfinancial statements The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (‘the Act') with respect to thepreparation and presentation of these Ind AS financial statements that give a true andfair view of the financial position financial performance including 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)specified 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 Group and for preventing and detecting frauds and other irregularities;selection and application of the appropriate accounting policies making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the Ind AS financial statements that give a true and fair view and arefree from material misstatement whether due to fraud or error which have been used forthe purpose of preparation of the Ind AS financial statements by the Board of Directors ofthe company.

In preparing the Ind As Financial Statements management is responsible for assessingthe Company's ability to act as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease the operations or has no realisticalternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibility for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the IND AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these IND AS financial statements. As part of an audit in accordance with SAs weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

1. Identify and assess the risks of material misstatement of the IND AS financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

2.Obtain an understanding of internal financial controls relevant to the audit in orderto 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. 3.Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and related disclosures made by management.

4.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 auditor's report to the related disclosures inthe IND AS 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.

5.Evaluate the overall presentation structure and content of the IND AS financialstatements including the disclosures and whether the IND AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the IND AS financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the financialstatements. We communicate with those charged with governance regarding among othermatters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards. We believe that the auditevidence obtained by us and the audit evidence obtained by the other auditors in terms oftheir reports referred to in the 'Other Matter' below is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.

Our opinion on the Ind AS financial statements above and our report on Other Legal andRegulatory Requirements below is not modified in respect of the above matters withrespect to our reliance on the work done and the reports of other auditors. Report onOther Legal and Regulatory Requirements Our opinion on the Ind AS financial statementsabove and our report on Other Legal and Regulatory Requirements below is not modified inrespect of the above matters with respect to our reliance on the work done and the reportsof other auditors.

1. As required by section 143(3) of the Act based on our audit and based on theconsideration of reports of other auditors on separate financial statements of thesubsidiary companies referred in the 'other Matter' Paragraph above we report to theextent applicable 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 of the Ind ASfinancial statements.

b) In our opinion proper books of account as required by law relating to preparationof the aforesaid Ind AS financial statements have been kept so far as appears from ourexamination of those books and the reports of other auditors.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Cash Flow Statement dealt with by thisreport are in agreement with the books of account maintained for the purpose ofpreparation of the Ind AS financial statements.

d) In our opinion the Ind AS financial statements comply with the Indian AccountingStandards specified under Section 133 of the Act.

e) On the basis of written representations received from the directors as on 31stMarch2021 taken on record by the Board of Directors and the reports of the statutoryauditors of its subsidiary companies incorporated in India none of the directors isdisqualified as on 31st March2021 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the Internal Financial Controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourSeparate Report in "Annexure A" which is based on the auditors' reports of thecompany and its subsidiary companies incorporated in India. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting of Company and its subsidiary companiesincorporated in India.

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 opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rules 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 Ind AS financial statements disclose the impact of pending litigations on it'sfinancial position of the Group.- Refer Note No. 31 to the Financial Statements

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

iii. There has not been any delay in case of the company during the year under reportto transfer any sums to the Investor Education and Protection Fund.

2 As required by the Companies (Auditor's Report) Order 2016 ("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 to the extent applicable.

For Vinod K Mehta & Co.
Chartered Accountants
(Firm Registration No. : 111508W)
Ritesh D Patel
Partner
Membership No.:133478
Udin -21133478AAAABL5990
Mumbai
Date: 30-06-2021

"ANNEXURE A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under "Report on other legal and regulatoryrequirements" of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act2013 ("the Act")

We have audited the Internal Financial Controls over financial reporting of VADILALDAIRY INTERNATIONAL LIMITED ("the Company") incorporated in India as at 31stMarch 2021 in conjunction with our audit of the Ind AS financial statements of theCompany for the year ended as at on that date.

Management Responsibility for the 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 and its subsidiary companies incorporated in India consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting (the Guidance Note") issued bythe Institute of Chartered Accountants of India (ICAI). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company and internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the Ind AS financial statements whether due to fraud or error.

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.

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized 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 knowledge and according to the explanations given tous the Company in India has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31st March 2021 based on theinternal control over financial reporting criteria established by the Companiesconsidering 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.

For Vinod K Mehta & Co.
Chartered Accountants
(Firm Registration No. : 111508W)
Ritesh D Patel
Partner
Membership No.:133478
Mumbai
Date: 30-06-2021

"ANNEXURE B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in Paragraph 2 under "Report on other legal and regulatoryrequirements" of our report of even date)

1. In respect of its Property Plant and Equipment:

a. The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment on the basis ofavailable information.

b. As explained to us all the Property Plant and Equipment have been physicallyverified by the management in a phased periodical manner except year end due to covid-19which in our opinion is reasonable having regard to the size of the Company and nature ofits assets. No material discrepancies were noticed on such physical verification.

c. According to the information and explanations given to us and the title deeds/leasedeeds and other records examined by us the title deeds / lease deeds in respect of allthe immovable properties of land which are freehold immovable properties of land thathave been taken on lease and disclosed as fixed assets in the financial statement andbuildings are held in the Company's name or in the Company's erstwhile name as at thebalance sheet date.

2. As explained to us physical verification of the inventories have been conducted atreasonable intervals by the management which in our opinion is reasonable having regardto the size of the Company and nature of its inventories. No material discrepancies werenoticed on such physical verification.

The Company has applied for the business of providing Non-Banking Financial Servicesand consequently does not hold any inventory.

3. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct. Consequently the requirement of clause (iii) (a) to clause (iii) (c) of paragraph 3of the Order is not applicable to the Company.

4. The Company has not directly or indirectly advanced loan to the persons coveredunder section 185 of the Act or given guarantees or securities in connection with the loantaken by such persons. The Company has not made any investments or given any loan or anyguarantee or security in connection with the loan to any person or body corporate coveredunder Section 186 of the Act during the year and has complied with the provisions ofSection 186 of the Act in respect of investments loans guarantee or securityoutstanding at the year end.

5. According to the information and explanations given to us the Company has notaccepted any deposits nor has any unclaimed deposit within the meaning of the provisionsof Sections 73 to 76 or any other relevant provision of the Act and the rules framedthereunder. Therefore the provisions of Clause (v) of paragraph 3 of the Order are notapplicable to the Company.

6. Reporting under clause 3(vi) of the Order is not applicable as the Company'sbusiness activities are not covered by the Companies (Cost Records and Audit) Rules 2014.

7. In respect of Statutory dues :

(a) According to the records of the company undisputed statutory dues includingprovident fund employees' state insurance income tax goods and sales tax service taxduty of customs duty of excise value added tax cess and any other statutory dues havebeen regularly deposited with appropriate authorities. According to the information andexplanations given to us undisputed amounts payable in respect of the aforesaid duesoutstanding as at March 31 2020 for a period of more than six months from the date theybecame payable .

(b) According to the information and explanations given to us the status of disputeddues payable in respect of income tax sales tax service tax duty of customs duty ofexcise value added tax as on 31st March2021 is as follows:

Nature of Statue Nature of Dues Period which amount relates to the Amount (In Lacs) Forum where dispute is pending
The Bombay Sales Tax Act and The Central Sales Tax Act Sales Tax 1992-93 40.05 Bombay High Court
1993-94 12.02 Bombay High Court
1995-96 38.22 Supreme Court
The Maharashtra Value Added Tax 2002 and The Central Sales Tax Act MVAT & CST 2005-06 99.55 Joint Commissioner of Sales Tax (Appeals) And Bombay High Court
2006-07 168.03 Joint Commissioner of Sales Tax (Appeals) And Bombay High Court
2007-08 148.25 Joint Commissioner of Sales Tax (Appeals) And Bombay High Court
2009-10 17.75 Joint Commissioner of Sales Tax (Appeals)
2010-11 34.35 Joint Commissioner of Sales Tax (Appeals)
2015-16 14.15 Joint Commissioner of Sales Tax (Appeals)
2016-17 31.38 Joint Commissioner of Sales Tax (Appeals)
The Income Tax Act 1961 Income Tax 2014-15 114.85 Appellate Tribunal Ahmdedabad
The Goods Service Tax Act2017 Goods and Service Tax 2017- 182018- 192019-20 15.27 GST Assessing Officer

8. In our opinion and according to the information and explanation given to us thecompany has not defaulted in the repayment of loans or borrowings to financialinstitutions banks and government. The company has not issued any debentures.

9. The Company has not raised money by way of initial public offer (including debtinstruments) or term loan and hence clause (ix) of paragraph 3 of the Order is notapplicable to the Company.

10. Based on the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and as per information and explanations given to usno fraud by the Company is noticed or reported during the year nor have we been informedof any such instance by the Management.

11. In our opinion and according to the information and explanations given to usmanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of the Section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us thecompany is not a nidhi company. Therefore the provisions of clause (xii) of paragraph 3of the Order are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us thecompany is in compliance with section 188 and 177 of the Companies Act2013whereapplicablefor all transactions with the related parties and the details of related partytransactions have been disclosed in the Ind AS financial statements etc. as required bythe applicable accounting standards.

14. In our opinion and according to the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year and hence clause (xiv) of paragraph 3 of theOrder is not applicable to the Company.

15. In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transaction with the Directors or Personsconnected with them and covered under Section 192 of the Act. Hence clause (xv) ofparagraph 3 of the Order is not applicable to the Company.

16. To the best of our knowledge and as explained the Company is required to beregistered under Section 45-IA of the Reserve Bank of India Act 1934 and the Company hasapplied to Registeration with RBI and the same is pending.

For Vinod K Mehta &
Co.
Chartered Accountants
(Firm Registration No. : 111508W)
Ritesh Patel
Partner
Membership No.:133478
Place : Mumbai
Date :30-06-2021

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