You are here » Home » Companies » Company Overview » VRL Logistics Ltd

VRL Logistics Ltd.

BSE: 539118 Sector: Others
NSE: VRLLOG ISIN Code: INE366I01010
BSE 00:00 | 30 Nov 556.90 7.05
(1.28%)
OPEN

557.75

HIGH

567.50

LOW

551.85

NSE 00:00 | 30 Nov 557.85 7.90
(1.44%)
OPEN

560.00

HIGH

566.00

LOW

551.10

OPEN 557.75
PREVIOUS CLOSE 549.85
VOLUME 13429
52-Week high 719.00
52-Week low 398.15
P/E 24.91
Mkt Cap.(Rs cr) 4,920
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 557.75
CLOSE 549.85
VOLUME 13429
52-Week high 719.00
52-Week low 398.15
P/E 24.91
Mkt Cap.(Rs cr) 4,920
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VRL Logistics Ltd. (VRLLOG) - Auditors Report

Company auditors report

To the Members of VRL Logistics Limited

Report on the Audit of the Ind-AS Financial Statements

Opinion

We have audited the accompanying Ind-AS financial statements of VRL LOGISTICSLIMITED ("the Company") which comprise the Balance Sheet as at March 312022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity the Statement of Cash Flows for the year then ended andthe Notes to the Ind-AS financial statements including a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind-AS financial statements give the information required bythe Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (India Accounting Standards) Rules 2015 asamended (Ind-AS) and with other accounting principles generally accepted in India of thestate of affairs of the Company as at March 312022 the profit total comprehensiveincome changes in equity and its 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 (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the 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 together with the ethical requirements thatare relevant to our audit of the Ind- AS financial statements under the provisions of theCompanies Act 2013 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 Ind-AS financial statements of the current period. Thesematters were addressed in the context of our audit of the Ind-AS financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

We have determined the matters described below to be the key audit matters to becommunicated in our report.

Sr. no. Key audit matter description How the scope of our audit addressed the key audit matter
1. Revenue recognition and Our procedures included:
measurement Accounting policies: Understood the revenue and receivable business process for goods transport and bus operations and assessed the appropriateness of the accounting policy adopted by the Company for revenue recognition.
Refer to Note 1(l) (Accounting policies) and Note 22 of the financial statements for aggregate revenue from sale of products and services recognised as required by the applicable Ind AS. For the year ended March 312022 the Company recognised revenues aggregating to INR 239365.25 lakhs.
Tests of controls: Evaluated the design and implementation of the key financial and Information Technology (IT) controls around the revenue recognition process including controls around evidence of service delivery price approvals cash collection and timing of transactions including cut off.
The Company has high volume of transactions each day recorded across various branches and through agencies using complex information technology systems which are linked to the financial reporting process. A high number of sale transactions in goods transport and bus operations business are settled in cash. Further Standards on Auditing mandate a presumed significant risk of fraud in revenue recognition. Tested operating effectiveness of above identified key controls over the recognition and measurement of revenue during the year and as at year end.
Tests of details: • Inspected the internal audit reports for any observations reported based on such internal audits conducted at branches during the year on rotation basis to evaluate if any such observations materially impact the financial statements or impact our assessment of relevant key internal financial controls tested as above or otherwise materially impacts recognition and measurement of revenue.
Management is required to make certain key judgements relating to identifying contracts with customers performance obligations involved in contracts determining transaction price which involves variable consideration elements allocation of the transaction price to such performance obligations and satisfaction of performance obligations. • Performed test of details on a sample of revenue transactions recorded during the year including specific periods before and after year end. For the samples selected inspected supporting documents such as invoices contracts goods consignment notes evidence of delivery of service cash receipt etc.
• On a sample basis compared the daily cash collection with the bank deposit reconciliation prepared by each branch and agency and submitted to Head office periodically by tracing the same to relevant bank statements.
Risk identified: Due to the significance of the item to the financial statements complexities involved including high inherent risk associated with cash transactions information technology systems relied on and Management judgement involved for ensuring appropriateness of accounting treatment of revenue generated from goods transport and bus operations business this matter has been identified as a key audit matter for the current year's audit. • Tested the appropriateness and rationale for specific manual journal entries impacting revenue as well as other adjustments made in the preparation of the financial statements selected through a combination of risk-based and high-value transactions selection criteria.
Performing substantive analytical procedures:
Performed substantive analytical procedures like occupancy analysis for bus operations tonnage growth price yield growth etc. We also evaluated the appropriateness and adequacy of the related disclosures made in the financial statements for revenue recorded during the year. We also assessed as to whether the disclosures in respect of revenue were adequate.
2. Lease Accounting - Ind AS 116 Our procedures included:
Refer to Note 1(e) (Accounting poli- cies) and Note 38 of the accompanying financial statements. Accounting policies:
Understanding and assessed the appropriateness of the accounting policy adopted by the Company for leases.
The Company has a high volume of lease contracts owing to the nature of its operations which are spread across India. The application of Ind AS 116 involves use of significant judgements and estimates including determination of leases lease term including termination and renewal option use of practical expedients and discount rates for each lease etc. Tests of controls:
Obtained an understanding of the Management's process for identification of leasing arrangements which are considered to be within the scope of Ind AS 116 Leases and tested the design and effectiveness of Management's controls relating to identification and accounting of lease contracts and disclosures.
Tests of details:
Risk identified: • Reviewed the overall impact analysis prepared by the Management including completeness of lease contracts lease term and application of practical expedients.
Owing to the inherent subjectivity related to principal assumptions such as discount rates we have identified the application of Ind AS 116 as a key audit matter for the current year audit. • Tested the reasonableness of key assumptions used including discount rate lease terms and measurement principles.
• Tested the inputs and calculations of the right-of-use assets and lease liability prepared by the Management for each material lease contract.
• Verified the integrity and arithmetical accuracy of Ind AS 116 calculations for each sample through recalculation of the Ind AS 116 adjustments.
We also evaluated the appropriateness and adequacy of disclosures made in the financial statements with respect to lease liability and right of use assets recorded during the year in accordance with Ind AS 116.

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

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the Director's Report and Report on Corporate Governance but doesnot include the Ind-AS financial statements and our auditor's report thereon.

Our opinion on the Ind-AS 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 Ind-AS financial statements our responsibility isto read the other information identified above and in doing so consider whether theother information is materially inconsistent with the Ind-AS financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed on the other information that we obtained priorto the date of this auditor's report we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's Responsibilities for the Ind-AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind-AS financial statements that give a true and fair view of the financialposition financial performance changes in equity and cash flows of the Company inaccordance

with the accounting principles generally accepted in India including the AccountingStandards specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; 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 Ind-AS financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the Ind-AS financial statements Management is responsible for assessingthe Company's ability to continue 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 operations or has no realisticalternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Ind-AS 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 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 Ind-AS financial statements.

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

• Identify and assess the risks of material misstatement of the 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.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of Management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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 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 the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of the usersof the financial statements may be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit work and in evaluating theresults of our work; and (ii) to evaluate the effect of any identified misstatements inthe Ind-AS financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the said Order to the extent applicable.

As required by section143(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 purpose of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as 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 Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid Ind-AS financial statements comply with the AccountingStandards specified under section 133 of the Act read with relevant rules issuedthereunder.

e) On the basis of the written representations received from the Directors of theCompany as on March 31 2022 and taken on record by the Board of Directors none of theDirectors of the Company are disqualified as on March 312022 from being appointed as aDirector in terms of section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

g) According to information and explanations given to us and based on our examinationof the records of the Company the Company has paid / provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 of theAct.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 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 on its financialposition in its Ind-AS financial statements - Refer Note 32 to the Ind-AS financialstatements.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses as at March 312022.

iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 312022.

iv) The Management has represented that as per the requirements of sub-clause (i) and(ii) of Rule 11(e):

a) to the best of its knowledge and belief no funds have been advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind offunds) by the Company to or in any other person or entity including foreign entity("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother 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;

b) to the best of its knowledge and belief no funds have been received by the Companyfrom any person or entity including foreign entity ("Funding Parties") withthe understanding whether recorded in writing or otherwise that the Company shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf of theUltimate Beneficiaries;

Based on such audit procedures performed by us which are considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedabove contain any material misstatement.

v) As per information and explanation represented by Management and based on therecords of the Company the dividend proposed in the previous year declared and paid bythe Company during the year and the interim dividend declared and paid by the Companyduring the year are in accordance with Section 123 of the Act as applicable.

For KALYANIWALLA & MISTRY LLP
Chartered Accountants
Firm Reg. No.: 104607W / W100166
Daraius Z. Fraser
Partner
Membership No.: 42454
UDIN: 22042454AJSOMP3918
Hubballi: May 27 2022.

Annexure A to the Independent Auditor's Report

The Annexure referred to in paragraph 1 ‘Report on Other Legal and RegulatoryRequirements' in our Independent Auditors' Report to the members of the Company on theInd-AS financial statements for the year ended March 312022:

Statement on Matters specified in paragraphs 3 and 4 of the Companies (Auditor'sReport) Order 2020:

i) Property Plant and Equipment:

a) (A) The Company has maintained proper records showing full particulars includingquantitative

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 program of physical verification of Property Plant and Equipmentat periodic intervals in a phased programme designed to cover all the classes of PropertyPlant and Equipment during the year. In our opinion this periodicity of physicalverification is commensurate with the size of the Company and the nature of its assets. Asper the information and explanations given to us the Company has physically verifiedproperty plant and equipment in accordance with the above policy during the year and nomaterial discrepancies were noticed in respect of assets verified during the year.

c) According to the information and explanations given to us and on the basis of therecords of the Company examined by us the title deeds of immovable properties are held inthe name of the Company or in the erstwhile name of the Company except as disclosed inNote 2 of the Financial Statements.

d) The Company has not revalued any of its Property Plant and Equipment (includingright-of-use assets) and intangible assets during the year.

e) According to the information and explanations given to us representation obtainedfrom Management and on the basis of our examination of the records of the Company noproceedings have been initiated during the year or are pending against the Company as atMarch 312022 for holding any benami property under the Benami Transactions (Prohibition)Act 1988 (45 of 1988) (as amended in 2016) and rules made thereunder.

ii) Inventory:

a) The Management has conducted physical verification of inventories at reasonableintervals. In our opinion this periodicity of physical verification is commensurate withthe size of the Company and the nature of its operations. The discrepancies noticed onsuch physical verifications between physical stock and book records are less than 10% inthe aggregate for each class of inventories and have been properly dealt with in the booksof account.

b) According to the information and explanations given to us by the Management andbooks and records maintained the Company has been sanctioned working capital limits inexcess of Rs. 5 crore in aggregate at various points of time during the year from bankson the basis of security of immovable properties of the Company. The quarterly returnsfiled by the Company with such banks are in agreement with the unaudited books of accountof the Company of the respective quarters. The Company has no borrowings from financialinstitutions during the year.

iii) The Company has not made investments in provided any guarantee or security orgranted any loans or advances in the nature of loans secured or unsecured to companiesfirms Limited Liability Partnerships or any other parties. Therefore the provisions ofsub-clause (a) (b) (c) (d) (e) and (f) of paragraph 3 (iii) of the Order are notapplicable.

iv) According to the information and explanations given to us the Company has notadvanced any loans or given guarantee or provided any security to parties covered undersection 185 of the Companies Act 2013. In our opinion and according to the informationand explanations given to us and records examined by us the provisions of section 186 ofthe Companies Act 2013 in respect of investments made have been complied with by theCompany.

v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of sections 73 to76 or any other relevant

provisions of the Companies Act 2013 and the rules framed thereunder. No order hasbeen passed by the Company Law Board or National Company Law Tribunal or Reserve Bank ofIndia or any Court or any other Tribunal.

vi) We have broadly reviewed the books of account and records maintained by the Companyin respect of the product covered under the Rules prescribed by the Central Government forthe maintenance of cost records under sub section (1) of Section 148 of the CompaniesAct 2013 and are of the opinion that prima facie the prescribed accounts and recordshave been made and maintained. We have however not made a detailed examination of thecost records with a view to determine whether they are accurate or complete.

vii) Statutory Dues:

a) According to the information and explanations given to us and on the basis of therecords examined by us the Company is regular in depositing undisputed statutory duesincluding Goods and Service tax Provident Fund Employees' State Insurance Income-taxduty of Custom Profession Tax cess and other material applicable statutory dues duringthe year. We have been informed that there are no undisputed dues which have remainedoutstanding as at the last day of the financial year for a period of more than six monthsfrom the date they became payable.

b) According to the information and explanations given to us details of statutory duesreferred to in subclause (a) above which have not been deposited as on March 312022 onaccount of disputes are given below:

Name of the statute Nature of dues Amount (Rs in Lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Disallowance of certain expenses treating them as personal expenses. 40.25 F Y - 2010-11 Assistant Commissioner of Income Tax
Disallowance of certain expenditure such as advances claimed as bad debts and disallowance of certain expenses treating them as personal expenses. 25.01 F Y - 2011-12 Income Tax Appellate Tribunal.
Disallowance on Tax on Sale of Certified Emission Reduction and on account of personal flights undertaken by the management. 185.59 FY -2013 - 14 High Court of Karnataka
Disallowance of certain expenses treating them as personal expenses. 14.23 F Y - 2015-16 Commissioner of Income Tax (Appeals)
Disallowance of employer's contribution to gratuity fund leave salary and bonus deduction in respect of new employees and certain expenses treating them as personal expenses. Addition on account of fall in net profit ratio. (Net of Amount paid under Protest - Rs. 174.19 lakhs). 1051.83 F Y - 2016-17 Commissioner of Income Tax (Appeals)
Disallowance of employer's contribution to gratuity fund and deduction in respect of new employees. 146.16 F Y - 2017-18 Commissioner of Income Tax (Appeals)
Demand of Interest on tax not deducted at source on body building charges contribution to power evacuation facilities etc. (Net of Amount paid under Protest - Rs. 105.73 lakhs). Nil F Y - 2006-07 Commissioner of Income Tax (Appeals)
Demand of Interest on tax not deducted at source on body building charges. (Net of Amount paid under Protest - Rs. 1.75 lakhs). Nil F Y - 2007-08 Commissioner of Income Tax (Appeals)
Custom Act 1962 Customs duty on import of aircraft and related interest / penalties / fines. (Net of Amount paid under Protest - Rs. 688.05 lakhs). 880.97 F. Y - 2007-08 Customs Excise and Service Tax Appellate Tribunal (Ahmedabad)
Finance Act 1994 Non-refund of service tax paid 242.88 2000-01 to 2001-02 Customs Excise and Service Tax Appellate Tribunal (Bengaluru)
Service tax arising due to reclassification of services. 328.45 April 2014 to February 2017 Customs Excise and Service Tax Appellate Tribunal (Bengaluru)
Service Tax on National Permit Fees. 68.07 April 2016 to June 2017 Deputy General of GST Intelligence (Bengaluru)

viii) According to the information and explanations given to us and on the basis of therecords examined by

us there were no transactions relating to previously unrecorded income that have beensurrendered or

disclosed as income during the year in the tax assessments under the Income Tax Act1961 (43 of 1961).

ix) Borrowings:

a) In our opinion and according to the information and explanations given to us andrepresentation obtained from Management the Company has not defaulted in repayment ofloans or other borrowings or payment of interest thereon to any lender during the year.

b) In our opinion and according to the information and explanations given to us andrepresentation obtained from Management the Company has not been declared wilfuldefaulter by any bank or financial institution or Government or any Government authority.

c) In our opinion and according to the information and explanations given to us andrepresentation obtained from Management the Company has applied the term loans obtainedduring the year for the purpose for which it was obtained.

d) In our opinion and according to the information and explanations given to us andrepresentation obtained from Management on an overall examination of the Ind-AS financialstatements of the Company funds raised on short-term basis have not been used during theyear for long-term purposes by the Company.

e) According to the information and explanations given to us representation obtainedfrom Management and on an overall examination of the financial statements of the Companythe Company does not have any subsidiaries associates or joint ventures and hencereporting on clause 3(ix)(e) and (f) of the Order are also not applicable.

x) Allotment of Shares

(a) According to the information and explanations given to us representation obtainedfrom Management

the Company has not raised moneys by way of initial public offer or further publicoffer (including debt

instruments) during the year and hence reporting under clause 3(x)(a) of the Order isnot applicable.

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

xi) Frauds

(a) According to the information and explanations given to us on the basis of therecords examined by us and representation from Management based on the nature ofoperations of the Company no material frauds by or on the Company have been noticed orreported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filedin Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government during the year and up to the date of this report.

(c) According to the information and explanations given to us and representation fromManagement no whistle-blower complaints has been received by the Company during the year.

xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company Company hence reporting under clause (xii) (a) (b) and(c) of the Order are not applicable to the Company.

xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act with respect to applicable transactionswith the related parties and details of such transactions have been disclosed in theFinancial Statements as required by the applicable accounting standards.

xiv) Internal Audit System

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

(b) We have considered the internal audit reports for the year under audit issued tothe Company during the year and till date in determining the nature timing and extent ofour audit procedures.

xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with Directors or persons connected with its directors. and hence provisionsof section 192 of the Companies Act 2013 are not applicable to the Company.

xvi) (a) In our opinion according to the information and explanations given to us theCompany is not required

to be registered under section 45-IA of the Reserve Bank of India Act 1934 and hasalso not conducted any Non-Banking Financial or Housing Finance activities. Hencereporting under clause 3(xvi)(a) and

(b) of the Order are not applicable.

(b) Neither the Company nor any company in the Group is a part of the Core InvestmentCompany (CIC) as defined in the regulations made by the Reserve Bank of India. Hencereporting under clause 3(xvi

(c) and (d) of the Order are not applicable.

xvii) According to the information and explanations given to us and based on ourexamination of the financial statements of the Company the Company has not incurred cashlosses during the current financial year and the immediately preceding financial year.

xviii) There has been no resignation of the statutory auditor of the Company during theyear.

xix) On the basis of the financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and representation from Management. Our reportdoes not give any assurance that all liabilities falling due within a period of one yearfrom the balance sheet date will get discharged by the Company as and when they fall due.

xx) Corporate Social Responsibility

There are no unspent amounts towards Corporate Social Responsibility (CSR) as at March31 2022. Accordingly reporting under clause 3(xx)(a) and 3(xx)(b) of the Order is notapplicable for the year.

For KALYANIWALLA & MISTRY LLP
Chartered Accountants
Firm Reg. No.: 104607W / W100166
Daraius Z. Fraser
Partner
Membership No.: 42454
UDIN: 22042454AJSOMP3918
Hubballi: May 27 2022.

Annexure B

Independent Auditor's report on the Internal Financial Controls with reference tofinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013 ("the Act")

We have audited the internal financial controls with reference to financial statementsof VRL LOGISTICS LIMITED ("the Company") as of March 312022 inconjunction with our audit of the Ind-AS financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India (ICAI). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information as required under the Companies Act 2013 (the "Act" orthe "Companies 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 on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both issued by the ICAI.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements was established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weakness existsand testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor's judgmentincluding the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

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

Meaning of Internal Financial Controls with reference to Ind-AS Financial Statements

A Company's internal financial control with reference to Ind-AS financial statements isa process 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) 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 authorizations of management and directors of the company; and

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 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 to the best of our knowledge and according to the explanations given tous the Company has in all material respects an adequate internal financial controlssystem with reference to financial statements and such internal financial controls withreference to financial statements were operating effectively as at March 31 2022 basedon the internal control with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote issued by the Institute of Chartered Accountants of India.

For KALYANIWALLA & MISTRY LLP
Chartered Accountants
Firm Reg. No.: 104607W / W100166
Daraius Z. Fraser
Partner
Membership No.: 42454
UDIN: 22042454AJSOMP3918
Hubballi: May 27 2022.

.