to members of
Aditya Consumer Marketing Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Aditya Consumer Marketing
Limited ("the Company"), which comprise the balance sheet as at 31st
March 2023, and the statement of profit and loss, statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of the significant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements give the information required by the
Companies Act, 2013 ("Act") in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at 31s1 March 2023, and profit & loss
account and cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those SAs are further
described in the Auditors Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of
these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or
error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit. We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing, specified under
Section 143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers interna! financial control
relevant to the Companys preparation of the financial statements that give a true and
fair view in order to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the Companys Directors, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements give the information required by the Act
in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India:
i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st
March, 2023;
ii. in the case of the Statement of Profit and Loss, of the profit of the Company for
the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the
year ended on that date.
f Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) Order, 2015 (the "Order")
issued by the Central Government in terms of Sub section 11 of Section 143 of The
Companies Act, 2013, we give in the Annexure a statement on the matters specified in
paragraphs 3 and 4 of the Order.
As required by Section 143(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2023 from being appointed as a director in terms of Section
164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, the same appear
to be satisfactory.
(g) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us:
i. the Company does not have any pending litigations which would impact its financial
position.
ii. the Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. there were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
iv.
(a) The management has represented that, to the best of its knowledge and belief, as
disclosed in the notes to the accounts, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person(s) or entity(ies), including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.
(b) The management has represented that, to the best of its knowledge and belief, as
disclosed in the notes to the accounts, no funds have been received by the Company from
any person(s) or entity(ies), including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
(c) Based on such audit procedures that we considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under subclause (a) and (b) contain any material misstatement.
V. The company has declared any dividend during the year.
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which
provides for books of account to have the feature of audit trail, edit log and related
matters in the accounting software used by the Company, is applicable to the Company only
with effect from financial year beginning April 1,2023, the reporting under clause (g) of
Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not
applicable
(h) In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act.
Annexure "A" to the Auditors Report
The Annexure referred to in our report to the members of Aditya Consumer Marketing
Limited (‘The Company) for the year ended 31st March, 2023 (in
terms of the Companies Auditors Report Order, 2020 dated 25.02.2020 issued by Ministry
of Corporate Affairs).
We report that:
i.
(a) (A) The company is maintaining proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment.
(B) The company is maintaining proper records showing full particulars of intangible
assets;
(b) As explained to us, the Property, Plant and Equipment have been physically verified
by the management at reasonable intervals and no material discrepancies were noticed on
such verification.
(c) According to the information and explanations given to us, the company does not
hold any immovable property and as such title deeds of such immovable properties are not
available.
(d) The company has not revalued its Property, Plant and Equipment (including Right of
Use assets) or intangible assets or both during the year.
(e) As explained to us, no proceedings have been initiated or are pending against the
company for holding any benami property under the Benami Transactions (Prohibition) Act,
1988 (45 of 1988) and rules made thereunder.
ii. (a) Physical verification of inventory (except goods in transit) has been conducted
at reasonable intervals by the management and in our opinion, the frequency coverage and
procedure of such verification by the management is appropriate. No discrepancies of 10%
or more in the aggregate for each class of inventory were noticed.
(b) During any point of time of the year, the company has been sanctioned working
capital limits in excess of five crore rupees, in aggregate, from banks or financial
institutions on the basis of security of current assets and the quarterly returns or
statements filed by the company with such banks or financial institutions are in agreement
with the books of account of the Company.
iii. During the year the company has not made any investments in, provided any
guarantee or security or granted any loans or advances in the nature of loans, secured or
unsecured, to companies, firms, Limited Liability Partnerships or any other parties.
(a) During the year the company has not provided loans or advances in the nature of
loans, or stood guarantee, or provided security to any other entity.
(A) In view of the above, the details of aggregate amount during the year, and balance
outstanding at the balance sheet date with respect to such loans or advances and
guarantees or security to subsidiaries, joint ventures and associates are not applicable.
(B) In view of the above, the aggregate amount during the year, and balance outstanding
at the balance sheet date with respect to such loans or advances and guarantees or
security to parties other than subsidiaries, joint ventures and associates are not
applicable.
(b) In view of the above, the investments made, guarantees provided, security given and
the terms and conditions of the grant of all loans and advances in the nature of loans and
guarantees given on terms which are prejudicial to the companys interest, are not
applicable.
(c) In view of the above, the comments regarding schedule of repayment of principal and
interest are not applicable.
(d) In view of the above, the comments regarding amount being overdue are not
applicable.
(e) In view of the above, comments regarding loan or advance in the nature of loan
granted which has fallen due during the year, has been renewed or extended or fresh loans
granted to settle the over dues of existing loans given to the same parties are not
applicable.
(f) The Company has not been granted any loans or advances in the nature of loans
either repayable on demand or without specifying any terms or period of repayment during
the year. Hence, reporting under the clause is not applicable.
iv. in our opinion and according to the information and explanations given to us, the
Company has complied with the provisions of section 185 and 186 of the Act, with respect
to the loans and investments made.
v. In our opinion and according to the information and explanations given to us, the
Company has neither accepted any deposits from the public nor accepted any amounts which
are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and
the rules made thereunder, to the extent applicable. Accordingly, the requirement to
report under this clause of the Order are not applicable to the Company.
vi. As informed to us, the maintenance of cost records has not been specified by the
Central Government under section 148(1) of the Companies Act, 2013 for the business
activities carried out by the Company. Thus, the requirement to report under this clause
of the Order are not applicable to the Company.
vii. (a) The company is regular in depositing undisputed statutory dues including Goods
and Services Tax, provident fund, employees state insurance, income-tax, sales-tax,
service tax, duty of customs, duty of excise, value added tax, cess and any other
statutory dues to the appropriate authorities. In view of the above, arrears of
outstanding statutory dues as on the last day of
the financial year concerned for a period of more than six months from the date they
became payable, are not required to be reported.
(b) In view of the above, the requirement to report under this clause of the Order are
not applicable to the Company.
viii. According to the records of the company examined by us and as per the information
and explanation given to us, there were no transactions relating to previously unrecorded
income that have been surrendered or disclosed as income during the year in the tax
assessments under the income Tax Act, 1961 (43 of 1961).
ix. (a) According to the records of the company examined by us and as per the
information and explanations given to us, the company has not defaulted in repayment of
loans or other borrowings or in the payment of interest thereon to any financial
institution or banks or lender
(b) According to the records of the company examined by us and as per the information
and explanations given to us, The Company has not been declared willful defaulter by any
bank or financial institution or government or any government authority.
(c) According to the records of the company examined by us and as per the information
and explanations given to us, the Term loans were applied for the purpose for which the
loans were obtained.
(d) According to the records of the company examined by us and as per the information
and explanations given to us, on an overall examination of the financial statements of the
Company, no funds raised on short-term basis have been used for long-term purposes by the
Company
(e) As we informed that the company has not taken any funds from any entity or person
on account of or to meet the obligations of its subsidiaries, associates or joint
ventures.
(f) According to the records of the company examined by us and as per the information
and explanations given to us, the Company has not raised loans during the year on the
pledge of securities held in its subsidiaries or associate companies. Hence, the
requirement to report on clause (ix) (f) of the Order is not applicable to the Company.
x. (a] According to the information and explanations given to us and based on our
examination of the records of the company, the Company has not raised moneys by way of
initial public offer or further public offer (including debt instruments) during the year
and hence reporting under this clause of the Order is not applicable.
(b) According to the information and explanations given to us and based on our
examination of the records of the company, during the year, the Company has not made any
preferential allotment or private placement of shares or convertible debentures (fully or
partly or optionally) during the year under audit and hence reporting under clause of the
Order is not applicable
xi. (a) According to the information and explanations given to us, no material fraud by
the Company or on the Company by its officers or employees has been noticed or reported
during the course of our audit.
(b) According to the information and explanations given to us, during the year and upto
the date of this audit report, no report under sub-section (12) of section 143 of the
Companies Act, 2013 has been filed in Form ADT-4 as prescribed under rule 13 of Companies
(Audit and Auditors) Rules, 2014 with the Central Government
(c) According to the information and explanations given to us, during the year there
are no whistle blower complaints received by the company during the year
xii. The Company is not a Nidhi Company and hence reporting under clause
(xii) of the Order is not applicable.
xiii. According to the information and explanations given to us and based on our
examination of the records of the company, transactions with the related parties, are in
compliance with Section 177 and 188 of the Companies Act, 2013, where applicable and
details of such transactions have been disclosed in the Financial Statements as required
by the applicable accounting standards.
xiv. (a) In our opinion the Company has an adequate interna) audit system commensurate
with the size and the nature of its business
(b) We have considered the internal audit reports for the year under audit, issued to
the Company during the year and til) date, in determining the nature, timing and extent of
our audit procedures
xv. The Company has not entered into any non-cash transactions with its directors or
persons connected with its directors. Hence provisions of section 192 of the Companies
Act, 2013 are not applicable to the Company.
xvi. In our opinion, the Company is not required to be registered under section 45- IA
of the Reserve Bank of India Act, 1934. Hence, reporting under this clause of the Order is
not applicable
In our opinion, there is no core investment company within the Group (as defined in the
Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under
this clause of the Order is not applicable.
xvii. In our opinion, there is no cash loss in the financial year and in the
immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company during
the year.
xix. On the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying the
financial statements and our knowledge of the Board of
Directors and management plans and based on our examination of the evidence supporting
the assumptions, nothing has come to our attention, which causes us to believe that any
material uncertainty exists as on the date of the audit report indicating that Company is
not capable of meeting its liabilities existing at the date of balance sheet as and when
they fall due within a period of one year from the balance sheet date. We, however, state
that this is not an assurance as to the future viability of the Company. We further state
that our reporting is based on the facts up to the date of the audit report and we neither
give any guarantee nor any assurance that all liabilities falling due within a period of
one year from the balance sheet date, will get discharged by the Company as and when they
fall due.
xx. (a) According to the information and explanations given to us and based on our
examination of the records of the company, there are no unspent amounts that are required
to be transferred to a fund specified in Schedule VII to the companies Act (the Act), in
compliance with second proviso to sub section 5 of section 135 of the Act.
(b) In our opinion, there are no unspent amounts in respect of ongoing projects, that
are required to be transferred to a special account in compliance of provision of sub
section (6) of section 135 of Companies Act
xxi. There have not been any qualifications or adverse remarks by the respective
auditors in the Companies (Auditors Report) Order (CARO) reports of the companies
included in the consolidated financial statements.
Annexure "B" to the Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Aditya
Consumer Marketing Limited ("the Company") as of 31s* March 2023 in
conjunction with our audit of the financial statements of the Company for the year ended
on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to companys policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of interna) control
based on the assessed risk- The procedures selected depend on the auditors judgment,
including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys interna) financial controls system
over financial reporting.
Meaning oflnternal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys interna) financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31st March 2023,
based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
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