(As required by Section 26 of Companies Act 2013 read with Rule 4 of Companies(Prospectus and Allotment of Securities) Rules 2014) To The Board of DirectorsWalpar Nutritions Limited
We have examined the attached Restated Audited Financial Information of WalparNutritions Limited (hereinafter referred as "the Company" which wasincorporated pursuant to conversion of "Walpar Healtchare"(erstwhile PartnershipFirm)) comprising the Restated Statement of Assets and Liabilities as at December 312020 December 03 2020 March 31 2020 March 31 2019 & March 31 2018 the RestatedStatement of Profit & Loss the Restated Statement of Cash Flow for stub period endedon December 31 2020 December 03 2020 and for the financial year ended March 31 2020March 31 2019 & March 31 2018 the Summary statement of Significant AccountingPolicies and other explanatory Information (Collectively the Restated FinancialInformation) as approved by the Board of Directors in their meeting held on March 09 2021for the purpose of inclusion in the Offer Document prepared by the Company in connectionwith its Initial Public Offer of Equity Shares (IPO) and prepared in terms of therequirement of:-
a) Section 26 of Part I of Chapter III of the Companies Act 2013 as amended (the"Act");;
b) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 ("ICDR Regulations") as amended (ICDRRegulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by theInstitute of Chartered Accountants of India as amended from time to time. ("TheGuidance Note").
The Company's Board of Directors is responsible for the preparation of the RestatedFinancial Information for the purpose of inclusion in the offer document to be filed withStock Exchange Securities and Exchange Board of India and Registrar of CompaniesAhmedabad in connection with the proposed IPO. The Restated Financial Information havebeen prepared by the management of the Company for the stub period ended on December 312020 December 03 2020 and for the financial year ended March 31 2020 March 31 2019& March 31 2018 on the basis of preparation stated in ANNEXURE
IV to the Restated Financial Information. The Board of Directors of the company'sresponsibility includes designing implementing and maintaining adequate internal controlrelevant to the preparation and presentation of the Restated Financial Information.
We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you inaccordance with our engagement letter dated March 09 2021 in connection with the proposedIPO of equity shares of the Company; b) The Guidance Note also requires that we complywith the ethical requirements of the Code of Ethics issued by the ICAI; c) Concepts oftest checks and materiality to obtain reasonable assurance based on verification ofevidence supporting the Restated Financial Information; and d) The requirements ofSection 26 of the Act and the ICDR Regulations. Our work was performed solely to assistyou in meeting your responsibilities in relation to your compliance with the Act the ICDRRegulations and the Guidance Note in connection with the IPO.
This Restated Financial Information have been compiled by the management from:
a) Audited financial statements of company as at and for the stub period period endedDecember 31 2020 prepared in accordance with the Accounting Standards as prescribed underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 asamended and other accounting principles generally accepted in India.& AuditedFinancial Statement for stub period ended on December 03 2020 and for the financial yearended March 31 2020 March 31 2019 & March 31 2018 prepared in accordance with theAccounting Principles generally accepted in India.
We have re-audited the special purpose financial information of the Company year endedMarch 31 2020 prepared by the Company in accordance with the Generally AcceptedAccounting Standards for the limited purpose of complying with the requirement of gettingits financial statements audited by an audit firm holding a valid peer review certificateissued by the "Peer Review Board" of the ICAI as required by ICDR Regulations inrelation to proposed IPO. We have issued our separate report on these special purposefinancial information to the Board of Directors.
For the purpose of our examination we have relied on:
a) Auditors' Report issued by the Previous Auditor i.e. M/s Saumil J Shah &Associates & M/s C.K. Damani & Associates (the "Previous Auditors")dated January 13 2021 September 25 2019 & September 25 2018 for the Financial yearended 31st March 2020 31st March 2019 & 31st March 2018 respectively.
b) The audit were conducted by the Company's previous auditor and accordingly reliancehas been placed on the statement of assets and liabilities and statements of profit andloss the Significant Accounting Policies and other explanatory information and(collectively the Audited Financial Statement") examined by them for the said years.
The modification in restated financials were carried out based on the modified reportsif any issued by Previous Auditor which is giving rise to modifications on the financialstatements as at and for the years ended March 31 2020 March 31 2019 and March 312018. There is no qualification of previous auditor for the Financial Statement of March31 2020 2019 and 2018.
The audit reports on the financial statements were modified and included followingmatter(s) giving rise to modifications on the financial statements as at and for theperiod ended on December 31 2020 December 03 2020 March 31 2020 2019 & 2018. :-
a) The Restated Financial Information or Restated Summary Financial Statement have beenmade after incorporating adjustments for the changes in accounting policiesretrospectively in respective financial period/years to reflect the same accountingtreatment as per the changed accounting policy for all reporting periods if any;
b) The Restated Financial Information or Restated Summary Financial Statement have beenmade after incorporating adjustments for prior period and other material amounts in therespective financial years/period to which they relate and there are no qualificationswhich require adjustments;
c) Extra-ordinary items that needs to be disclosed separately in the accounts has beendisclosed wherever required;
d) There were no qualifications in the Audit Reports issued by us and the PreviousAuditors for the Stub Period Ended on December 31 2020 December 03 2020 & FinancialYear Ended March 31 2020 2019 and 2018 which would require adjustments in this RestatedFinancial Statements of the Company;
e) Profits and losses have been arrived at after charging all expenses includingdepreciation and after making such adjustments/restatements and regroupings as in ouropinion are appropriate and are to be read in accordance with the Significant AccountingPolices and Notes to Accounts as set out in ANNEXURE IV to this report;
f) Adjustments in Restated Financial Information or Restated Summary FinancialStatement have been made in accordance with the correct accounting policies
g) There was no change in accounting policies which needs to be adjusted in theRestated Financial Information or Restated Summary Financial Statement;
h) There are no revaluation reserves which need to be disclosed separately in theRestated Financial Information or Restated Summary Financial Statement
i) The Company has not paid any dividend since its incorporation.
In accordance with the requirements of Part I of Chapter III of Act including rulesmade there under ICDR Regulations Guidance Note and Engagement Letter we report that:
a) The "Restated Statement of Assets and Liabilities" as set out in ANNEXUREI to this report of the Company as at Stub Period Ended on December 31 2020 December03 2020 & Financial Year Ended March 31 2020 2019 and 2018 is prepared by theCompany and approved by the Board of Directors. These Restated Statement of Assets andLiabilities have been arrived at after making such adjustments and regroupings to theindividual financial statements of the Company as in our opinion were appropriate andmore fully described in Significant Accounting Policies and Notes to Accounts as set outin ANNEXURE IV to this Report.
b) The "Restated Statement of Profit and Loss" as set out in ANNEXURE II tothis report of the Company for Stub Period Ended on December 31 2020 December 03 2020& Financial Year Ended March 31 2020 2019 and 2018 is prepared by the Company andapproved by the Board of Directors. These Restated Statement of Profit and Loss have beenarrived at after making such adjustments and regroupings to the individual financialstatements of the Company as in our opinion were appropriate and more fully described inSignificant Accounting Policies and Notes to Accounts as set out in ANNEXURE IV to thisReport.
c) The "Restated Statement of Cash Flow" as set out in ANNEXURE III to thisreport of the Company Stub Period Ended on December 31 2020 December 03 2020 &Financial Year Ended March 31 2020 2019 and 2018 is prepared by the Company and approvedby the Board of Directors. These Restated Statement of Cash Flow as restated have beenarrived at after making such adjustments and regroupings to the individual financialstatements of the Company as in our opinion were appropriate and more fully described inSignificant Accounting Policies and Notes to Accounts as set out in ANNEXURE IV to thisReport.
Audit for the financial year ended on March 31 2020 was conducted by M/s Saumil J Shah& Associates and from March 31 2019 & 2018 was conducted by M/s C.K. Damani &Associates & Accordingly reliance has been placed on the financial statement examinedby them for the said years. Financial Reports included for said years are solely based onreport submitted by them. Further financial statement for the year ended on March 31 2020are re-audited by us as per SEBI (ICDR) 2018.
We have also examined the following other financial information relating to the Companyprepared by the Management and as approved by the Board of Directors of the Company andannexed to this report relating to the Company for the Stub Period Ended on December 312020 December 03 2020 & Financial Year Ended March 31 2020 and 2019 proposed to beincluded in the Draft Prospectus / Prospectus ("Offer Document") for theproposed IPO.
| ||Annexure I.1 & Annexure |
|Restated Statement of Share Capital Reserves And Surplus || |
| ||I.2 |
|Restated Statement of Long Term Borrowing ||Annexure I.3 |
|Restated Statement of Deferred Tax (Assets) / Liabilities ||Annexure I.9 |
|Restated Statement of Short Term Borrowing ||Annexure I.4 |
|Restated Statement of Trade Payables ||Annexure I.5 |
|Restated Statement of Other Current Liabilities And Short Term Provisions ||Annexure I.6 & Annexure I.7 |
|Restated Statement of Fixed Assets ||Annexure I.8 |
|Restated Statement of Long Term Loans & Advances ||Annexure I.10 |
|Restated Statement of Other Non Current Assets ||Annexure I.11 |
|Restated Statement of Inventories ||Annexure I.12 |
|Restated Statement of Trade Receivables ||Annexure I.13 |
|Restated Statement of Cash & Cash Equivalents ||Annexure I.14 |
|Restated Statement of Short-Term Loans And Advances ||Annexure I.15 |
|Restated Statement of Other Current Assets ||Annexure I.16 |
|Restated Statement of Revenue from Operations ||Annexure II.1 |
|Restated Statement of Other Income ||Annexure II.2 |
|Restated Statement of Cost of Material Consumed ||Annexure - II.3 |
|Restated Statement of Change in Inventories of Finished Goods ||Annexure - II.4 |
|Restated Statement of Employee Benefit Expenses ||Annexure - II.5 |
|Restated Statement of Finance Cost ||Annexure - II.6 |
|Restated Statement of Depreciation & Amortisation ||Annexure - II.7 |
|Restated Statement of Other Expenses ||Annexure - II.8 |
|Restated Statement of Deferred Tax Asset / Liabilities ||Annexure - II.9 |
|Material Adjustment to the Restated Financial ||Annexure V |
|Restated Statement of Tax shelter ||Annexure VI |
|Restated Statement of Capitalization ||Annexure VII |
|Restated Statement of Contingent Liabilities ||Annexure VIII |
|Restated Statement of Accounting Ratios ||Annexure IX |
|Restated statement of Related Party Transaction ||Annexure X |
In our opinion and to the best of information and explanation provided to us theRestated Financial Information of the Company read with significant accounting policiesand notes to accounts as appearing in ANNEXURE IV are prepared after providing appropriateadjustments and regroupings as considered appropriate.
We M/s. A Y & Company Chartered Accountants have been subjected to the peerreview process of the Institute of Chartered Accountants of India ("ICAI") andhold a valid peer review certificate issued by the "Peer Review Board" of theICAI.
The preparation and presentation of the Financial Statements referred to above arebased on the Audited financial statements of the Company and are in accordance with theprovisions of the Act and ICDR Regulations. The Financial Statements and informationreferred to above is the responsibility of the management of the Company.
The report should not in any way be construed as a re-issuance or re-dating of any ofthe previous audit reports issued by any other Firm of Chartered Accountants nor shouldthis report be construed as a new opinion on any of the financial statements referred totherein.
We have no responsibility to update our report for events and circumstances occurringafter the date of the report.
In our opinion the above financial information contained in ANNEXURE I to X of thisreport read with the respective Significant Accounting Polices and Notes to Accounts asset out in ANNEXURE IV are prepared after making adjustments and regrouping as consideredappropriate and have been prepared in accordance with the Companies Act ICDR RegulationsEngagement Letter and Guidance Note.
Our report is intended solely for use of the management and for inclusion in the OfferDocument in connection with the IPO-SME for Proposed Issue of Equity Shares of the Companyand our report should not be used referred to or distributed for any other purposewithout our prior consent in writing.
For M/s A Y & CO.
Firm Registration Number: - 020829C
Peer Review No. 011177
CA Arpit Gupta
UDIN - 21421544AAAAAT3981
Date: March 10 2021