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Alfred Herbert (India) Ltd Auditor Reports

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Alfred Herbert India Ltd Share Price Auditors Report

To

The Members of

ALFRED HERBERT (INDIA) LIMITED

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone inancial statements of ALFRED HERBERT (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2024, the Statement of Proit and Loss (including Other Comprehensive

Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the standalone inancial statements, including a summary of signiicant accounting policies and other explanatory not es for the year ended on that date ("the standalone inancial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone inancial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards notiied under section 33 of the Act read with 1 the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its proit (including other comprehensive income), changes in equity and its cash lows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing ("SAs") speciied under section 143(10) of the Act. Our responsibilities under those SAs are further described in the "Auditors Responsibilities for the Audit of the Standalone 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone inancial statements under the provisions of the Act, and the Rules thereunder, and we have fulilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is suficient and appropriate to provide a basis for our opinion on the standalone inancial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most signiicance in our audit of the standalone inancial statements for the inancial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone inancial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have considered the matters described below to be the key audit matters for incorporation in our report.

We have fulilled the responsibilities described in the "Auditors Responsibilities for the Audit of the Standalone Financial

Statements" section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone inancial statements.

The result of our audit procedures, including the procedures performed to address the matters below, provide the basis for our opinion on the accompanying standalone inancial statements.

Key Audit Matters Addressing the Key Audit Matters
Compliance with the guidelines issued by the Reserve Bank of India Our audit procedures based on which we arrived at the conclusion regarding reasonableness of the compliances by the Company with respect to the various guidelines issued by the RBI includes the following:
(Refer Note No. 45 and 51 of Standalone Financial Statements) • Assessed the effectiveness of the Companys internal controls and policies relating to iling of necessary returns, applicable to the Company, as speciied by the RBI;
The Company is a Non-Banking Financial Company registered with the Reserve Bank of India (RBI) as Non- Systemically Important Non-Deposit taking Company vide Registration No. 05.04665 dated 29th November, 2001. The Company is in the category of "Base Layer" in accordance with the "Scale Based Regulation: A Revised Regulatory Framework". • Tested the adherence of the minimum provisioning and other requirements and required compliances as per the Prudential Guidelines and other Directions and Regulations;
In accordance with the above rules and regulations, the Company is required to ile necessary returns within stipulated time, ensure compliance with the Prudential Guidelines, maintain net owned fund, make necessary disclosures in the standalone inancial statements, others as applicable to the Company. • Re-calculated the net owned fund and ensured that the same is being maintained as per the guidelines in this respect; and
We considered this to be a key audit matter since the compliances of the RBI are widespread, stringent and technical in nature, and the impact of non-compliance, if any, can be material to the standalone inancial statements. Assessed adequacy of the compliances with respect to the and disclosures made and effect being given in the standalone inancial statements as speciied by the RBI and applicable to the Company.

Information other than the Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Annual Report but does not include the standalone inancial statements, consolidated inancial statements and our auditors reports thereon. Our opinion on the standalone inancial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone inancial statements, our responsibility is to read the other information identiied above when it becomes available, and, in doing so, consider whether the other information is materially inconsistent with the standalone inancial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report with respect to the above.

Responsibilities of Management and those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone inancial statements that give a true and fair view of the inancial position, ina ncial performance (including other comprehensive income), changes in equity and cash lows of the Company in accordance with the a ccounting principles generally accepted in India, including the Indian Accounting Standards notiied under section 133 of the Act read with relevant rules, as amended from time to time. 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 the design, implementation and maintenance of adequate internal inancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone inancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone inancial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys inancial reporting process.

Auditors Responsibilities for The Audit of The Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone inancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inluence the economic decisions of users taken on the basis of these standalone inancial statements.

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

Identify and assess the risks of material misstatement of the standalone inancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the

Company has adequate internal inancial controls system in place and the operating effectiveness of s uch controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signiicant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone inancial 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern;

Evaluate the overall presentation, structure and content of the standalone inancial statements, including the disclosures, and whether the standalone inancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone inancial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone inancial statements may be inluenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identiied misstatements in the standalone inancial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signiicant audit indings, including any signiicant deiciencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most signiicance in the audit of the standalone inancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest beneits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on thematters speciied in paragraphs 3 and 4 of the Order, to the extent applicable.

2. Further to our comments in the annexure referred to in the paragraph above, as required by Section 143(3) of the Act, we report that:

a) We have sought and 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 except for the matters stated in the paragraph 3 (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c) The Standalone Balance Sheet, the Standalone Statement of Proit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone inancial statements comply with the Indian Accounting Standards notiied under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time;

e) On the basis of the written representations received from the Directors as on March 31, 2024 taken on record by the

Board of Directors, none of the directors are disqualiied as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act; and

f) With respect to the adequacy of the internal inancial controls with reference to the standalone inancial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodiied opinion on the adequacy and operating effectiveness of the internal control with reference to the standalone inancial statements of the Company.

3. 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 (as amended from time to time), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its inancial position in its inancial statements Refer Note no. 32 to the inancial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, 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 Note No. 48 to the standalone inancial statements, no funds have been advanced or loaned or invested (either fromorrowed b funds or securities 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 identiied in any manner whatsoever by or on behalf of the Company ("Ultimate Beneiciaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneiciaries;

(b) The Management has represented, that, to the best of its knowledge and belief, as stated in Note No. 48 to the standalone inancial statements, 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 identiied in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneiciaries") or provide any gu arantee, security or the like on behalf of the Ultimate Beneiciaries; and

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of the Companies(Audit and Auditors) Rules, 2014, as amended from time to time, as provided under (a) and (b) above, contain any material mis-statement;

v. As stated in note no. 42(b) to the standalone inancial statements, the dividend pertaining to the previous year declared and paid during the year by the Company is in accordance with the provisions of section 123 of the Act;

As stated in note no. 49 to the standalone inancial statements, the Board of Directors of the Company have proposed inal dividend for the current year which is subject to the approval of the shareholders at the ensuing Annual General

Meeting. The dividend proposed is in accordance with the provisions of section 123 of the Act; and

vi. Based on our examination which included test checks, the Company, in respect of inancial year commencing from year commencing from 1st April, 2023, has used accounting software for maintaining its books of accounts having feature of recording audit trail facility and is operated since 11th April, 2023 for all relevant transactions recorded in the software. Further, we did not come across any instance of the audit trail features have been tempered with and it has been preserved by the Company as per the statutory requirements for record retention.

4. With respect to the reporting under section 197(16) of the Act to be included in the Auditors Report, in our opinion and according to the information and explanations given to us, the remuneration (including sitting fees) paid by the Company to its Directors during the current inancial year is in accordance with the provisions of section 197 of the Act and is not in excess of the limit laid down therein.

For A L P S & Co.
Chartered Accountants
Firms Registration No.: 313132E
A.K.Khetawat
(Partner)
Membership No. 052751
UDIN: 24052751BKFDAW8530
Place: Kolkata
Date: May 24, 2024

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report of even date to the members of M/S ALFRED HERBERT (INDIA) LIMITED) i. In respect of property, plant and equipment and intangible assets

a. A. The Company has maintained proper records showing full particulars, including quantitative details and situations of its property, plant and equipment; and

B. The Company does not have any intangible assets and accordingly, reporting under clause (i)(a)(B) of paragraph 3 of the Order is not applicable to the Company;

b. During the year, property, plant and equipment have been physically veriied by the management according to a regular program of veriication which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such veriication;

c. According to the information and explanations given to us and based on our examination of the relevant records of the Company, the title deeds of all immovable properties (other than properties where the Company is lessee and lease agreements are duly executed in favour of the lessee), as disclosed in note no. 12 on property, plant and equipment to the standalone inancial statements, are held in the name of the Company as on the balance sheet date;

d. The Company has not revalued any of its property, plant and equipment (including right-of-use assets) during the year. The Company does not have any intangible assets. Accordingly, reporting under clause (i)(d) of paragraph 3 of the Order is not applicable to the Company; and

e. According to the information and explanations given to us and as represented by the management, no proceeding has been initiated during the year or are pending against the Company as at March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, as amended from time to time. Accordingly, reporting under clause (i)

(e) of paragraph 3 of the Order is not applicable to the Company.

ii) a) The Company, being a non-banking inancial company, primarily engaged in investment in securities and granting of loans, does not hold any inventories and accordingly, reporting under clause (ii)(a) of paragraph 3 of the Order is not applicable to the Company; and

b) The Company has not been sanctioned any working capital limits at any point of time during the year, from banks or inancial institutions on the basis of security of current assets and accordingly, reporting under clause (ii)(b) of paragraph 3 of the Order is not applicable to the Company.

iii) The Company has made investments in mutual funds during the year. The Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, irms, Limited Liability Partnerships or any other parties during the year.

(a) The Company is a non-banking inancial company and its principal business is to give loans, accordingly, reporting under clause (iii)(a) of paragraph 3 of the Order is not applicable to the Company;

(b) In our opinion and according to the information and explanations given to us, the investments made during the year are, prima facie, not prejudicial to the interest of the Company;

(c) In respect of loans given to wholly owned subsidiary in earlier years and recoverable as on March 31, 2024, schedule of repayment of principal and payment of interest has been stipulated. However, amount of principal or interest has not been received regularly as stipulated. Accordingly, as a matter of inancial support to the said subsidiary, amount of interest recoverable against the said loan has been waived by the Board of Directors of the Company and as stated in note no. 7.3, the loan has has been categorized as loss asset in accordance with the prudential guidelines issued by the Reserve Bank of India and the same has therefore been written off in the standalone inancial statements of the

Company during the year;

(d) In our opinion and according to the information and explanations given to us, loans amounting to 3 0.55 Lakhs given to wholly owned subsidiary during the year has become overdue for more than ninety days. However, the said amount, despite the support provided to the said subsidiary and steps taken towards its revival, etc and recovering the said amount, the amount outstanding as on March 31, 2024 (after adjusting therefrom the amounts recovered during the year) has been categorized as loss asset in accordance with the prudential guidelines issued by the Reserve Bank of India and also considering the inancial position of the said subsidiary and possibility of recoverability thereof have been written off in the standalone inancial statements of the Company during the year;

(e) The Company is a non-banking inancial company and its principal business is to give loans, accordingly, reporting under clause (iii)(e) of paragraph 3 of the Order is not applicable to the Company; and

(f) According to information and explanations given to us and based on our examination of the books of account, the Company has not granted any loans or advances in the nature of loan either repayable on demand or without specifying any terms or period of repayment during the year.

iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loans in contravention of provisions of section 185 of the Act. The Company has complied with the provisions of section 186(1) of the Act; other provisions of section 186 of the Act are not applicable to the Company.

v) In our opinion and according to the information and explanations given to us, the Company being a non-banking inancial company, the provisions of sections to 76 or any other relevant provisions of the Act and rules framed thereunder, with regards to acceptance of deposits are not applicable to the Company. Accordingly, reporting under clause (v) of paragraph 3 of the Order is not applicable to the Company.

vi) The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for the business activities carried out by the Company. Accordingly, reporting under clause (vi) of paragraph 3 of the Order is not applicable to the Company.

vii) According to the information and explanations given to us and based on our examination of the books of account:

a) During the year, the Company has generally been regular in depositing with appropriate authorities 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, as applicable to it. There are no undisputed amounts in respect of 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 material statutory dues, in arrears as at March 31, 2024 for a period of more than six months from the date they became payable; and

(b) There are no statutory dues referred to in clause (vii)(a) above which have not been deposited on account of any dispute.

viii) In our opinion and on the basis of information and explanations given to us and as represented by the management, we have neither come across nor have been informed of transactions which were previously not recorded in books of account and that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961(43 of 1961) and accordingly, reporting under clause (viii) of paragraph 3 of the Order is not applicable to the Company.

ix) In our opinion and on the basis of information and explanations given to us and based on our examination of the books of account of the Company:

a) The Company has not taken any loans or other borrowings from any lender. Accordingly, reporting under clause (ix)(a) of paragraph 3 of the Order is not applicable to the Company;

b) The Company has not been declared wilful defaulter by any bank or inancial institution or any other lenders;

c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and accordingly, reporting under clause (ix)(c) of paragraph 3 of the Order is not applicable to the Company;

d) The Company has not raised any loans on short term basis and accordingly, reporting under clause (ix)(d) of paragraph 3 of the Order is not applicable to the Company;

e) The Company has not taken any funds from any entity or person on account of or to meet obligation of its subsidiaries. The Company does not have any associates or joint ventures. Accordingly, reporting under clause (ix)(e) of paragraph 3 of the Order is not applicable to the Company; and

f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries. The Company does not have any associates or joint ventures. Accordingly, reporting under clause (ix)(f) of paragraph 3 of the Order is not applicable to the Company.

x) According to the information and explanations given to us and based on our examination of the books of account of the Company:

a. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year and accordingly, reporting under clause (x)(a) of paragraph 3 of the Order is not applicable to the Company; and

b. The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially, or optionally convertible) during the year and accordingly, reporting under clause (x)(b) of paragraph 3 of the Order is not applicable to the Company.

xi) a. During the course of our examination of books and records of the Company carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud by the Company or on the Company noticed or reported during the year, nor have we been informed of any such cases by the management;

b. According to the information and explanations given to us and based on our examination of the books and records of the Company, no report under sub-section (12) of section 143 of the Act, in Form ADT-4, as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 (as amended from time to time) has been iled with the Central

Government. Accordingly, reporting under clause (xi)(b) of paragraph 3 of the Order is not applicable to the Company; and

c. According to the information and explanation given to us and based on our examination of the books of account of the Company, no whistle blower complaints have been received by the Company during the year. Accordingly, reporting under clause (xi)(c) of paragraph 3 of the Order is not applicable to the Company.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and accordingly, the Nidhi Rules, 2014 is not applicable to it. Accordingly, the reporting under clauses (xii)(a), (xii)(b) and (xii)(c) of paragraph 3 of the Order is not applicable to the Company.

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 provisions of sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the standalone inancial statements as required by the applicable accounting standards.

xiv) a. The Company has appointed a irm of Chartered

Accountants to carry out the internal audit of the Company. In our opinion and according to the information and explanations given to us, the internal audit system is commensurate with the size and nature of its business; and

b. We have considered, during the course of our audit, the reports of the internal auditor for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures in accordance with the guidance provided in SA 610 "Using the work of Internal Auditors".

xv) According to the information and explanations given to us and as represented to us by the management and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them and accordingly, reporting under clause (xv) of paragraph 3 of the Order is not applicable to the Company.

xvi) (a) The Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and has obtained the requisite registration vide Registration No. 05.04665 dated November 29, 2001;

(b) The Company has not conducted any non–banking inancial activities without a valid Certiicate of registration from Reserve Bank of India as per the Reserve Bank of India Act, 1934;

(c) According to information and explanation given to us by the management, the Company is not a Core

Investment Company as deined in the regulations made by the Reserve Bank of India; and

(d) According to the information and explanations given to us and representation received from the management, there is no core investment company within the group and accordingly, reporting under clause (xvi)(d) of paragraph 3 of the Order is not applicable to the Company.

xvii) Based on the examination of the books of accounts, we report that the Company has not incurred cash losses in the current inancial year covered by our audit and in the immediately preceding inancial year.

xviii) There has been no resignation of statutory auditors during the year and accordingly, reporting under clause (xviii) of paragraph 3 of the Order is not applicable to the Company.

xix) According to the information and explanations given to us and based on the inancial ratios (refer note 44) to the standalone inancial statements), ageing and expected dates of realization of inancial and payment of inancial liabilities, other information accompanying standalone inancial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidences 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 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 given 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) According to the information and explanations given to us and based on our examination of the books of account, the requirement for making expenditure towards corporate social responsibility activities is not applicable as per the criteria speciied under section 135 of the Act read with relevant rules issued thereunder from time to time and accordingly, reporting under clauses (xx)(a) and (xx)(b) of paragraph 3 of the Order is not applicable to the Company.

xxi) The reporting under clause (xxi) of paragraph 3 of the Order is not applicable in respect of audit of standalone inancial statements.

For A L P S & Co.
Chartered Accountants
Firms Registration No: 313132E
no. A.K.Khetawat
(Partner)
Place: Kolkata Membership No. 052751
Date: May 24, 2024 UDIN: 24052751BKFDAW8530

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in point (f) of paragraph 2 under "Report on Other Legal and Regulatory Requirements" section of our report of even date to the members of M/S ALFRED HERBERT (INDIA) LIMITED)

Report on the Internal Financial Controls with reference to standalone inancial statements under Clause (i) of section 3 of Section 143 of the Companies Act, 2013 (hereinafter referred to as "the Act")

We have audited the internal inancial controls with reference to the standalone inancial statements of ALFRED HERBERT

(INDIA) LIMITED (hereinafter referred "the Company") as at March 31, 2024 in conjunction with our audit of the standalone inancial statements of the Company for the ended on that date.

Managements Responsibility For Internal Financial Controls With Reference To The Standalone Financial Statements

The Board of Directors of the Company is responsible for establishing and maintaining internal inancial controls on the internal control with reference to the standalone inancial statements criteria established by the considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (hereinafter referred to as "the Guidance Note") issued by the Institute of Chartered Accountants of India (hereinafter referred to as "the ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal inancial controls that were operating effectively for ensuring the orderly and eficient 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 inancial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal inancial controls with reference to the standalone inancial statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by the

ICAI and the Standards on Auditing notiied under

143(10) of the Act, to the extent applicable to an audit of internal inancial controls. Those Standards on Auditing 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 inancial controls with reference to the standalone inancial statements 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 inancial controls system with reference to the standalone inancial statements year and their operating effectiveness. Our audit of internal inancial controls with reference to the standalone inancial statements included obtaining an understanding of internal inancial controls with reference to the standalone inancial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone inancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suficient and appropriate to provide a basis for our audit opinion on the Companys internal inancial controls system with reference to the standalone inancial statements.

Meaning Of Internal Financial Controls With Reference To The Standalone Financial Statements

A Companys internal inancial control with reference to the standalone inancial statements is a process designed to provide reasonable assurance regarding the reliability of inancial reporting and the preparation of the standalone inancial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal inancial control with reference to the standalone inancial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly relect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the standalone inancial 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 standalone inancial statements.

Inherent Limitations Of Internal Financial Controls With Reference To The Standalone Financial Statements

Because of the inherent limitations of internal inancial controls with reference to the standalone inancial statements, 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 inancial controls with reference to the standalone inancial statements to future periods are subject to the risk that the internal inancial control with reference to the standalone inancial statements 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal inancial controls with reference to the standalone inancial statements and such internal inancial controls with reference to the standalone inancial statements were operating effectively as at March

31, 2024, based on the internal control with reference to the standalone inancial statements 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.

For A L P S & Co.
Chartered Accountants
Firms Registration No: 313132E
A.K.Khetawat
(Partner)
Place: Kolkata Membership No. 052751
Date: May 24, 2024 UDIN: 24052751BKFDAW8530

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