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Wanbury Ltd.

BSE: 524212 Sector: Health care
NSE: WANBURY ISIN Code: INE107F01022
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VOLUME 4604
52-Week high 111.75
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OPEN 42.40
CLOSE 43.20
VOLUME 4604
52-Week high 111.75
52-Week low 40.70
P/E
Mkt Cap.(Rs cr) 141
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wanbury Ltd. (WANBURY) - Auditors Report

Company auditors report

TO THE MEMBERS OF

WANBURY LIMITED

Report on Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of WanburyLimited ("the Company") which comprise the Standalone Balance Sheet as at31 March 2022 the Standalone Statement of Profit and Loss including Other ComprehensiveIncome/(Loss) the Standalone Statement of Changes in Equity the Standalone Cash FlowStatement for the year then ended and the Notes to the standalone financial statementsincluding a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as "standalone financial statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and its profit other comprehensive income (loss) changes in equity and its cash flowsfor 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 FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India("ICAI") together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Act and the Rules thereunder andwe have fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion on the standalone financial statements.

Material Uncertainty Related to Going Concern:

We draw attention to the Note no.60 of the standalone financialstatements regarding preparation of financial statements on going concern basis. TheCompany's net worth has become positive during the year. The Company has defaulted inrepayment of principal and interest to some of its lenders and its current liabilities farexceeds its current assets resulting in delayed payments and overdue amounts. Theseconditions indicate that a material uncertainty exists that may cast significant doubt onthe Company's ability to continue as a going concern. The appropriateness of theassumption of the going concern is dependent on the Company's ability to raise financenegotiate with creditors generate cash flows in future to meet its obligation torestructure its borrowings and business. Hence the standalone financial statements havebeen prepared on "going concern" basis for the reasons stated in aforesaid note.

Our opinion is not modified in respect of this matter.

Emphasis of Matters

We draw attention to the following matters in the Notes to thestandalone financial statements:

a) Note No. 42(a) of the standalone financial statements regardingguarantee given in respect of Exim Bank's investment in Wanbury Holding B.V. a subsidiaryof the Company.

b) Note No. 46(a) of the standalone financial statements regarding thestatus of merger of erstwhile PPIL with the Company; and

c) Note No. 73 to the standalone financial statements which describesthe uncertainties and potential impact of the Covid-19 pandemic on the Company'soperations and results as assessed by the management. The actual results may differ fromsuch estimates depending on future developments.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that in our professionaljudgement were of most significance in our audit of the standalone financial statementsof the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Relatedto Going Concern section we have determined the matters described below to be the keyaudit matters to be communicated in our report.

Key audit matter How the matter was addressed in our audit
Assessment of Provisions and Contingent liabilities Our audit procedures included the following:
The Company undergoes assessment proceedings from time to time with direct and indirect tax authorities and with certain other parties. There is a high level of judgement required in estimating the level of provisioning and / or the disclosures required. The management's assessment is supported by advice from internal / external tax consultants and legal consultants where considered necessary by the management. Accordingly unexpected adverse outcomes could significantly impact the Company's reported Profit and Balance Sheet position. • Understanding and evaluating process and controls designed and implemented by the management including testing of relevant controls;
• Obtaining details of the related matters inspecting the supporting evidences and critically assessing management's evaluation through discussions with management on both the likelihood of outcome and the magnitude of potential loss;
• Reading recent orders and / or communication received from the tax authorities and with certain other parties and management replies to such communication;
(Refer Note 41 42 43 of the standalone financial statements) • Evaluating independence objectivity and competence of the management's tax / legal consultants (internal / external);
We considered the above area as a key audit matter due to associated uncertainty related to the outcome of these matters and application of material judgement in interpretation of law. • Understanding the current status of the tax assessments / litigations;
• Obtaining direct written confirmations from the Company's legal / tax consultants (internal / external) to confirm the facts and circumstances and assessment of the likely outcome.
• Assessing the likelihood of the potential financial exposure;
• We did not identify any material exceptions as a result of above procedures relating to management's assessment of provisions and contingent liabilities.
Appropriateness of the Expected credit loss ("ECL"). Our procedures in relation to testing of ECL includes the following:
To recognise ECL the Company applies simplified approach for trade receivable which do not contain a significant financing component and general approach for corporate guarantee contracts and financial assets measured at amortised cost and FVTOCI debt instrument. • We have verified the calculation of ECL as estimated by the management. We have examined the methodology and the judgements/assumptions used by the management while estimating ECL.
In calculating ECL the Company has also considered credit reports and other related credit information for its customers to estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic relating to COVID-19.
ECL is considered as KAM in view of significant estimates and judgements made by the management for measurement and recognition of the same.
(Refer Note 62 of the standalone financial statements)

Information Other than the Financial Statements and Auditor's ReportThereon ("Other information")

The Company's Management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's Annual report but does not include the financial statements and our auditor'sreport thereon.

Our opinion on the standalone financial statements does not cover theother information 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 so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's and Board of Directors' Responsibility for the StandaloneFinancial Statements

The Company's Management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance including other comprehensive income (loss)cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Ind AS prescribed under Section 133of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgements and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that 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 standalone financial statements management and Boardof Directors are responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.

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

Auditor's Responsibilities for Audit of the Standalone FinancialStatements

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.

As part of an audit in accordance with SAs we exercise professionaljudgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theStandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(/) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controls with reference tofinancial 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 management andBoard of Directors.

• Conclude on the appropriateness of management and Board ofdirectors use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding amongother matters 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 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 significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

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 Section143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss including othercomprehensive income (loss) the Cash Flow Statement and the Statement of Changes inEquity dealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act read with relevant rules issuedthereunder;

e) On the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirectors are disqualified as on 31 March 2022 from being appointed as a director in termsof Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of Section 197(16) of the Act as amended:

In our opinion and according to the information and explanation givento us no managerial remuneration has been paid or provided during the year. Hencerequirement of Section 197(16) of the Act are not applicable to the Company.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact if any of pending litigationsas at 31 March 2022 on its financial position in its standalone financial statements -Refer Note 41 to the standalone financial statements;

ii. The Company has not entered into any long-term contracts includingderivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that to the best of it'sknowledge and belief as disclosed in the note

70 of the standalone financial statements no funds have been advancedor loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other persons or entities including foreignentities ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall whether 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;

(b) The Management has represented that to the best of it's knowledgeand belief as disclosed in the note 70 of the standalone financial statements no fundshave been received by the Company from any person(s) or entity(ies) including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we have considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause

(a) and (b) contain any material mis-statement.

v. There were no amounts which were declared or paid during the year asdividend by the Company.

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(The Annexure referred to in para 1 under the heading "Report onOther Legal and Regulatory Requirements" of our report of even date to the Members ofWANBURY LIMITED on the standalone financial statements for the year ended 31 March2022.)

1) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation

of Property Plant and Equipment("PPE").

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) As informed to us by the management the Company has a policy ofphysically verifying Property Plant and Equipment in a phased manner over a period whichin our opinion is reasonable having regard to the size of the Company and the nature ofits assets. We are informed that there were no material discrepancies noticed on suchverification and the same has been properly dealt with in the books of account.

(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 leaseagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company as at the balance sheet dateexcept for the following which are not held in the name of the Company.

Description of property Gross carrying value (In Lakhs) Held in name of Whether promoter director or their relative or employee Period held (Since) Reason for not being held in name of Company
Property Plant and Equipment
Factory Building - Tarapur 111.79 Pharmaceutical Products of India Limited (PPIL) No 2007 This property was acquired pursuant to a scheme of amalgamation and continued to be registered in the name of amalgamating company.
Factory Building - Turbhe 14.68 PPIL No 2007 This property was acquired pursuant to a scheme of amalgamation and continued to be registered in the name of amalgamating company.
Right Of Use Asset
Leasehold Land - Tarapur 8.79 PPIL >No 2007 This property was acquired pursuant to a scheme of amalgamation and continued to be registered in the name of amalgamating company.
Leasehold Land - Tarapur 446.62 PPIL No 2007 This property was acquired pursuant to a scheme of amalgamation and continued to be registered in the name of amalgamating company.
Non Current Asset held for Sale
Office Premises - Andheri 196.54 PPIL No 2007 This property was acquired pursuant to a scheme of amalgamation and continued to be registered in the name of amalgamating company.

(d) During the year the Company has revalued its land by registeredvaluer. (Refer Note 8.6).

(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.

2) (a) The inventory except goods-in-transit and stocks lying withthird parties has been physically verified by the

management during the year. For stocks lying with third parties at theyear-end written confirmations have been obtained. In our opinion the frequency of suchverification is reasonable and procedures and coverage as followed by management wereappropriate. No material discrepancies were noticed on verification between the physicalstocks and the book records that were more than 10% in the aggregate of each class ofinventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company and as disclosed in note no 68of Standalone Financial Statements the Company has been sanctioned working capital limitsin excess of five crore rupees in aggregate from banks or financial institutions on thebasis of security of current assets of the Company. We have observed differences in thequarterly returns or statements filed by the Company with such banks or financialinstitutions as compared to the books of account maintained by the Company. However wehave not carried out a specific audit of such statements. The details of such differencesare given in note no. 68 of the standalone financial statements of the Company.

3) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not granted anyloans secured or unsecured to companies firms Limited Liability Partnerships or otherparties covered in the register maintained under section 189 of the Companies Act 2013.Accordingly clause 3(iii) of the order is not applicable.

4) There are no loans and security in respect of which provisions ofsections 185 and 186 of the Companies Act 2013 are applicable. Further investments madeand guarantees provided in respect of which provisions of sections 185 and 186 of theCompanies Act 2013 are applicable have been complied with by the Company.

5) The Company has neither accepted any deposits from the public noraccepted any amounts which are deemed to be deposits within the meaning of sections 73 to76 of the Companies Act and the rules made thereunder to the extent applicable.Accordingly paragraph 3(v) of the Order is not applicable to the Company.

6) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the

Central Government for maintenance of cost records under Section 148(1)of the Companies Act 2013 in relation to products manufactured and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained. Wehave not made a detailed examination of the records with a view to determine whether theyare accurate and complete.

7) a) According to information and explanations given to us and recordsof the Company examined by us on a test check

basis the Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees State Insurance Income Tax Goods andService Tax Custom Duty Cess and other material statutory dues with the appropriateauthorities except few cases of delays. On the basis of the audit procedures followedtest checks of the transaction and the representation from the Management there are noundisputed amounts payable in respect of aforesaid material statutory dues as at 31 March2022 which were in arrears for a period of more than six months from the date they becamepayable except statutory dues of erstwhile PPIL referred to in Note 46a of the standalonefinancial statements.

b) According to information and explanations given to us and on thebasis of our examination of the documents and records of the Company there are no dues ofIncome Tax Goods and Service Tax Customs Duty and Cess as at 31 March 2022 which havenot been deposited on account of a dispute except as enumerated herein below which arepending before respective authorities as mentioned there against:

Name of the Statute Nature of the Dues Amount Rs in Lakhs* Period to which amounts relate Forum where dispute is Pending
The Central Sales Tax Act 1956 Sales Tax/Interest / Penalty 42.95 FY 1997-98 to FY 2004-05 Andhra Pradesh High Court
2972.28 FY 1992-93 FY 1994-95 FY 1996-97 FY 1997-98 & FY 2000-01 to FY 2004-05 Bombay High Court
Service Tax under Finance Act 1994 Service Tax/ Interest/ Penalty 131.74 FY 2005-06 to FY 2010-12 Central Excise and Service Tax Appellate Tribunal Mumbai
The Central Excise Act 1944 Excise Duty/ Penalty 20.03 Nov 2014 to Aug 2015 The Commissioner of Central Excise (Appeals) Guntur Andhra Pradesh

* Net of amounts paid under protest or otherwise. Amount as per demandorder including interest and penalty wherever quantified.

8) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

9) (a) Based on our audit procedures information and explanationsgiven to us there is no delay in respect of repayment

of loans or other borrowings or in the payment of interest thereon toany lender except for the following defaults :

Nature Of borrowing including Debt Securities Name of lender Amount not paid on due date (Rs in Lakhs.) Whether principal or interest No. of days delay or unpaid
Term Loan State Bank of India London 88.73 Interest 1 to 1067 days
Foreign Currency convertible bonds FCCB Holders 350.32 Principal 3629 days
Foreign Currency convertible bonds FCCB Holders 117.48 Interest 1 to 3928 days
Non-Convertible Debentures NCD Holders 69.67 Principal 4718 Days Refer Note 27.1 and 46a of standalone the financial statements
Non-Convertible Debentures NCD Holders 63.37 Principal 4353 Days Refer Note 27.1 and 46a of standalone the financial statements
Optionally Fully Convertible Debentures OFCD Holders 94.11 Principal 4354 Days Refer Note 27.2 and 46a of standalone the financial statements
Optionally Fully Convertible Debentures OFCD Holders 94.38 Principal 3989 Days Refer Note 27.2 and 46a of standalone the financial statements
Term Loans taken by erstwhile PPIL from banks / financial institutions Bank of India Union Bank of India Union Trust Investment Bank Industrial Investment Bank of India 68.02 Principal Unpaid from respective due dates. Refer Note 27.3 27.4 and 46a of the standalone financial statements

b) According to the information and explanations given to us and on thebasis of our audit procedures and as disclosed in Note no 66 of the standalone financialstatement the Company has not been declared wilful defaulter by any bank or financialinstitution or government or any government authority.

c) According to the information and explanations given to us TheCompany has not taken any term loan during the year and there are no unutilised term loansat the beginning of the year and hence reporting under clause (ix)(c) of the Order is notapplicable.

d) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company funds raised on short termbasis have prima facie not been used during the year for long-term purposes by theCompany.

e) According to information and explanations given to us and an overallexamination of the standalone financial statements of the Company the Company has nottaken any funds from any entity or person on account of or to meet the obligation of itssubsidiaries associates or joint ventures as defined under the Act.

f) According to the information and explanations given to us andprocedures performed by us the Company has not raised loans during the year on the pledgeof securities held in its subsidiaries joint ventures or associate companies (as definedunder the Act).

10) (a) According to the information and explanations given to us theCompany has not raised any money by way of

initial public offer or further public offer (including debtinstruments).Accordingly clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanation given to us duringthe year the Company has made preferential allotment of equity shares (Refer Note 19 ofthe standalone financial statement).The requirements of section 42 & section 62 of theCompanies Act 2013 have been complied with in respect of aforesaid allotment of equityshares.

Nature of securities viz. Equity shares/ Preference shares/ Convertible debentures Type of issue (preferential allotment or private placement) Amount Involved (Rs in Lakhs) Nature of non- compliance
Equity Shares Preferential Allotment 4950.00 Not Applicable

11) (a) Based on the examination of the books and records of theCompany and according to the information and explanations

given to us no fraud by the Company or on the Company has been noticedor reported during the course of the audit.

(b) According to the information and explanation given to us no reportunder section 143(12) of the Companies Act has been filed by the auditors in Form ADT-4 asprescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment during the year.

(c) As represented to us by the management there are no whistle blowercomplaints received by the Company during the year.

12) In our opinion and according to the information and explanationgiven to us the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of theOrder is not applicable to the Company.

13) In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Section 177 and188 of the Companies Act 2013 where applicable and the details of the related partytransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

14) (a) In our opinion and according to the information andexplanations given to us the Company has an internal audit

system commensurate with 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.

15) In our opinion and according to the information and explanationgiven to us the Company has not entered into any noncash transactions with directors orpersons connected with directors and hence provisions of section 192 of the Companies Act2013 are not applicable to the Company. Accordingly paragraph 3(xv) of the Order is notapplicable to the Company.

16) (a) In our opinion and according to the information and explanationgiven to us the Company is not required to be

registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3(xvi)(a) of the Order is not applicable to the Company.

(b) On the basis of examination of records and according to theinformation and explanation given to us by the Company the Company has not conducted anyNon Banking Financial or Housing Finance activities Accordingly paragraph 3(xvi)(b) ofthe Order is not applicable to the Company.

(c) In our opinion and according to the information and explanationgiven to us the Company is not a Core Investment Company (CIC) as defined in theregulations made by the Reserve Bank of India. Accordingly paragraph 3(xvi)(c) of theOrder is not applicable to the Company.

(d) The Company is not part of any group (as per the provisions of theCore Investment Companies (Reserve Bank) Directions 2016 as amended). Accordinglyparagraph 3(xvi)(d) of the Order is not applicable to the Company.

17) According to the information and explanation given to us theCompany has not incurred cash losses during the current financial year. The Company hadincurred the cash losses of Rs 225.93 Lakhs in immediately preceding financial year.

18) There has been no resignation of the statutory auditors of theCompany during the year and Accordingly paragraph 3(xviii) of the Order is not applicableto the Company.

19) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions indicate that material uncertaintyexists that may cast a significant doubt on the Company's ability to continue as a goingconcern. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

20) As per the information and explanations given to us and on basis ofbooks and records examined by us the Company has average net losses during theimmediately preceding three financial years hence the conditions and requirements ofsection 135 of the Act is not applicable to the Company. Accordingly paragraph 3(xx) (a)and (xx) (b) of the Order are not applicable.

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(The Annexure referred to in para 2 (f) under the heading "Reporton Other Legal and Regulatory Requirements" of our report of even date to the Membersof WANBURY LIMITED on the Standalone financial statements for the year ended 31March 2022.)

Report on the Internal Financial Controls under Clause (/) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference tofinancial statements of WANBURY LIMITED ("the Company") as of 31 March2022 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia ("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls with reference to financial statementsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to 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 and presentation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the ICAI and the Standards on Auditing prescribedunder Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the above mentioned Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial 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 judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud 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 internal financialcontrols system with reference to financial statements.

Meaning of Internal Financial Controls with reference to FinancialStatements

A company's internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial control with reference to financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in 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 material effecton the 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 financial statements to future periods are subject to the riskthat the internal financial control with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as at31 March 2022 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 issued by the ICAI.

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