golden tobacco share price Auditors report


To

The Members of

GOLDEN TOBACCO LIMITED

Opinion

Report on the Audit of Standalone Financial Statements

We have audited the accompanying standalone financial statements of Golden Tobacco Limited ("the Company"), which comprises of Balance Sheet as at March 31, 2021, the Statement of Profit and Loss, Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the financial statements, including a summary of 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 standalone financial 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 prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2021, its profit, other comprehensive income, changes in equity and its 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 Standards 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 (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made 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 audit opinion on the standalone financial statements.

Material uncertainty related to Going Concern

Without qualifying, we draw attention to note 40 regarding the standalone financial statements of the Company having been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has been incurring losses for the past few years and has accumulated loss of Rs.22,692.95 lakhs as on March 31, 2021 and also liabilities exceed assets. As explained by the management that the Companys business performance will improve especially in the Realty Business segment in view of very valuable land bank/development rights held. Accordingly, these standalone financial statements have been prepared on a going concern basis.

Emphasis of Matter :

We draw attention to note no 32(F) of the standalone financial statements with regards to Management assessment, inter-alia, realisability of Inventories of Rs.1074.94 lakhs, trade receivable of Rs.30.11 lakhs and Financial Investments of Rs.72.67 lakhs due to recent re-surge in COVID-19 pandemic outbreak. The management apart from considering the internal and external information upto the date of approval of these standalone financial statements, the management has also performed sensitivity analysis on the assumptions used and based on current indicators of future economic conditions, the management expects to recover the carrying amount of these assets.

The impact of the global health pandemic may be different from that estimated as at the date of approval of these standalone financial statements. Considering the continuing uncertainties, the management is closely monitoring the material changes, if any, to future economic conditions.

Our Opinion is not modified in respect of this matter

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements and we do not provide a separate opinion on these matters.

Key Audit Matters How our audit addressed the key audit matter
Advances given for Development Rights (as described in note no. 5.2 and 36(b) of the standalone financial statements)
Advances given aggregating to Rs.16001.73 Lakhs towards development rights in respect of the land situated on which construction activity is yet to start on the land situated at Chhatarpur, New Delhi. Our audit focused on this area because the assessment of recoverable/realisable value of the aforesaid asset requires management to make a number of key judgements and estimates with respect to the future performance and profitability of the realty project which involves judgements and estimates on future growth rates, discount rates, etc. Accordingly, Impairment assessment of the Companys realty project has been considered as a key audit matter We assessed and tested the design and the operating effectiveness of the key controls that management has established to support the review and approval of the model design, key model inputs and valuation.
We relied on the appropriateness of the valuations as verified by the expert and relied upon by the auditors being a technical matter.
Legal disputes pertaining to various Companys properties and other disputed claims (as described in note no. 36 of the standalone financial statements and clause 1(c) of Annexure A of the Independent Auditors Report)
The Company is involved in certain legal proceedings from the various Government and other authorities. Management judgement is involved in assessing the accounting for claims, and in particular in considering the probability of a claim being successful and we have accordingly designated this as a focus area of the audit. The risk related to the claims is mainly associated with the completeness of the disclosure, and the completeness of the provisions in the standalone financial statements. In response to the risk of completeness of the disclosures and the completeness of the provisions in the standalone financial statements, we obtained external confirmations from Companys legal advisors. We discussed the cases with management, and reviewed correspondence and other documents exchanged between Company and the other parties involved in the disputes.
We read the minutes of the board meetings, and inspected the companys legal expenses, in order to ensure all cases have been identified. We tested provisions recorded in the accounting records and reviewed the disclosures for completeness based on our procedures detailed above.

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 Management Discussion and Analysis, Boards Report including Annexure to the Board report, Corporate Governance report and Shareholders information, but does not include the standalone financial statement and our auditors report thereon.

Our opinion on the standalone financial 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial 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 required to report that fact. We have nothing to report in this regard.

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 financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity 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 (Account) 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.

In preparing the financial statements, the Management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements 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 influence the economic decisions of users taken on the basis of these standalone financial 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 financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient 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 control.

• 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 financial control system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the 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 significant doubt on the entitys 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the entity to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. 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 identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies 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 significance in the audit of the financial 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 benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. Pursuant to the Companies (Auditors Report) Order, 2016 ("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 the matters specified 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 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 and records.

(c) The Balance sheet, the Statement of Profit & Loss, Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.

(e) On the basis of the written representation received from the directors as on March 31, 2021 taken on records by the Board of Directors, none of the directors are disqualified as on March 31, 2021 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, refer to our separate Report in Annexure "B".

(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended:

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.

(h) With respect to the matters to be included in the Auditors report in accordance with the 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 has disclosed the impact of pending litigations on its financial position in its standalone financial statements. [Refer Note No.34 of the standalone financial statements]

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, including unpaid dividend declared in the year 1994-95 of Rs.71.15 Lakhs (based on the expert opinion obtained in this regard) which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2021.

For Bagaria & Co. LLP
Chartered Accountants
Firm Regn No: 113447W/W-100019
Vinay Somani
Place : Mumbai Partner
Date : June 29, 2021 Membership No: 143503
UDIN : 21143503AAAAKH3128

"Annexure A"

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report to the Members of Golden Tobacco Limited of even date)

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:

1.a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

b) During the year, the Company has carried out physical verification of its Property, Plant and Equipment. The verification was in accordance with a phased programme which, in our opinion, is considered reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification except certain Plant and Equipment having original cost of Rs. 1,765.70 Lakhs and no carrying amount (fully depreciated) as at March 31, 2021 lying with third party which could neither be physically verified nor confirmed in view of dispute with the said party.

c) Based on the verification and examination of records, title deeds of the immovable properties are in the name of the Company. However, there are certain disputes on the Companys immovable properties which have been summarised below:

Location of the Property Nature Carrying Value as at March 31, 2021 in Lakhs Remarks Reference to Note no. in the accompanying financial statements
Vile Parle- Mumbai Stock in Trade - Immovable Property 12.43 Title deeds is lying in Escrow account/ restraining order by Gujarat High Court/ Honble Bombay High Court 36(a) (i) & (ii)
Vadodara Property, Plant and Equipment- Land and Building 426.99 (a) Filing of form in respect of satisfaction of charge is pending 2(f) and 39(b)
(b) Besides, dispute with Gujarat Government regarding unutilised land having carrying value of Rs.215.65 lakhs
Dhanot-Mahsana (Gujarat) Property, Plant and Equipment- Land and Building 1.61 Filing of form in respect of satisfaction of charge is pending 39(b)
Guntur Stock in Trade - Immovable Property 0.03 Land claimed by WAQF Board 36(c)
Flat at Mumbai Property, Plant and Equipment- Land and Building 27.63 In the wrongful possession of the family member of an ex- employee for a long time. The Company is pursuing litigation so that the flat can be vacated at the earliest and original sale agreement is lying with the Magistrate Court- Andheri, Mumbai. 2(d)

2. The inventories of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies were noticed on such physical verification.

3. During the year, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the Act. Therefore, Para 3 (iii) of the Order is not applicable to the Company.

4. 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 given and investments made and security provided.

5. According to the information and explanations given to us and based on the expert opinion obtained, no deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder have been accepted by the Company.

6. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 148(1) of the Act for any of the products manufactured by the Company. Therefore, Para 3 (vi) of the Order is not applicable to the Company.

7. a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales-tax, service tax, goods and service tax (GST), duty of customs, duty of excise, value added tax, cess and any other material statutory dues applicable to the Company with the appropriate authorities except the following :

Nature of Dues Amount Involved- Rs.in lakhs Delays in Days
Provident Fund 43.33 16 to 132
Tax Deducted at Source other than Salary 12.45 13 to 82
GST 66.23 21 to 23
Employees State Insurance (ESIC) 6.31 16 to 167

No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for more than six months from the date they became payable except Entry Tax of various states including interest thereon aggregating to Rs.6402.52 Lakhs, Excise Duty and interest thereon aggregating to Rs.441.06 Lakhs, Interest on GST Rs.302.92 Lakhs, Interest on Excise Rs.2.51 Lakhs and Surcharge on VAT Rs.2.73 Lakhs.

b) According to the records of the Company, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise, goods and service tax or value added tax which have not been deposited on account of any dispute, except the following:

Name of the Statute Nature of Dues Period to which it relates Disputed amount (Gross) Rs. in Lakhs Amount Deposited Rs. in Lakhs Forum where Dispute is pending
The Jammu & Kashmir Value Added Tax Act 2005 Value Added Tax 2009-10 3.82 3.82 Assessing Officer
The Uttar Pradesh Value Added Tax Act, 2008 2007-08 35.82 35.82 Commissioner Sales Tax
The Central Sales Tax Act,1956 Central Sales Tax 2015-16 39.61 0.95 Dy. Commissioner of Commercial Tax- Appeal Vadodara
2016-17 74.59 -
2017-18 163.68 -
Income Tax Act 1961 Income Tax A.Y.1996-97 A.Y. 2018-19 142.44 814.31 - Assessing Officer Writ Petition filed before Honble Bombay High Court
Name of the Statute Nature of Dues Period to which it relates Disputed amount (Gross) Rs.in Lakhs Amount Deposited in Lakhs Forum where Dispute is pending
The Central Excise Act, 1944 Excise Duty and Service Tax 1979, 1997 and 1998 308.33 308.40 Supreme Court of India
2000,2003 and 2004 15,135.10 - Various High Courts
1983, 1994, 1995, 1999, 2002, 2003, 2007 and 2011 220.55 33.41 The Customs, Excise, Service Tax Appellate Tribunal
1979 to 2011 1317.21 26.10 Commissioner of Central Excise-Appeal

8. During the year or in the recent past, the Company has not taken any loan from banks, financial institution, and government or debenture holders.

9. During the year, the Company has not raised any money by way of initial public offer or further public offer and term loan. Therefore, Para 3 (ix) of the Order is not applicable to the Company.

10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing standards in India and according to the information and explanations given to us, we have neither come across any instance of fraud by officers or employees of the Company, noticed or reported during the year, nor have we been informed of such case by the management.

11. In our opinion and to the best of our information and according to the explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. In our opinion, the Company is not Nidhi Company. Therefore, Para 3 (xii) of the Order is not applicable to the Company.

13. All transactions with the related parties are in compliance with Section 177 and 188 of Act and the details have been disclosed in the Financial Statements (Refer note no. 37) as required by the applicable accounting standards.

14. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures or in the recent past.

15. The Company has not entered into any non-cash transactions with directors or persons connected with him under Section 192 of the Act. Therefore, Para 3 (xv) of the Order is not applicable to the Company.

16. The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934. Therefore, Para 3 (xvi) of the Order is not applicable to the Company.

For Bagaria & Co. LLP
Chartered Accountants
Firm Regn No: 113447W/W-100019
Vinay Somani
Place : Mumbai Partner
Date : June 29, 2021 Membership No: 143503
UDIN : 21143503AAAAKH3128

‘Annexure B

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of Golden Tobacco Limited ("the Company") as of March 31, 2021 in conjunction with our audit of 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 Act.

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 deemed to be prescribed under Section 143(10) of the Act 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 ICAI. 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 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 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 internal financial controls system over financial reporting.

Meaning of Internal 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 internal 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 authorisations of management and directors of the company;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements and

(4) also provide us reasonable assurance by the internal auditors through their internal audit reports given to the Company from time to time.

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 broadly, 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 March 31, 2021, 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:

For Bagaria & Co. LLP
Chartered Accountants
Firm Regn No: 113447W/W-100019
Vinay Somani
Place : Mumbai Partner
Date : June 29, 2021 Membership No: 143503
UDIN : 21143503AAAAKH3128