kettlewell bullen company ltd Auditors report


To the Members of Gloster Limited

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the accompanying standalone Financial statements of Gloster Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2023, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone Financial statements, including a summary of significant accounting policies and other explanatory information.

2. 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 accounting principles generally accepted in India, of the state of a_airs of the Company as at March 31, 2023, and total comprehensive income (comprising of Profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. 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 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 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 thereunder, and we have ful_lled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is su_cient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matter How our audit addressed the key audit matter
Assessment of the carrying value of investments carried at fair value Our procedures included the following:
• We understood, assessed and tested the design and operating effectiveness of key controls over fair valuation of investments.
Refer to Note 2.7 - "Financial Assets" Note 2A - "Critical estimates and judgements" and Note 33 - "Fair value measurements".
• We perused the report issued by the external valuation experts engaged by the management and conducted enquiries with them to understand the assumptions considered by them.
As at March 31, 2023, the Company has investments aggregating to Rs. 11,267.68 lakhs in various securities comprising of equity shares in unlisted companies and investments in certain funds. These investments are carried at their fair values determined by the Company as per Ind AS 113 Fair Value Measurement and have been categorized as Level 2 and Level 3 in the fair value hierarchy, which is inherently subjective, and their valuation involves using inputs other than quoted prices in an active market in certain cases. For the purpose of valuation of investments in unlisted Companies, the Companys management has engaged independent valuation experts and for the funds, obtained valuation reports from the respective fund houses.
• We evaluated the independence, competence and capability of the valuation experts of the management.
• We tested the reasonableness of managements fair value estimates, on a test check basis, by obtaining corroborative pricing from independent sources, where available.
• We obtained direct confirmations from the respective fund houses for the valuation of investments and on a sample basis obtained the underlying valuation reports to corroborate the details in the confirmation.
• With the involvement of auditors experts, we assessed the methodology and the appropriateness of the valuation models and inputs used by managements valuation experts.
We have determined this to be a key audit matter because of the inherently subjective nature of valuation and involvement of significant judgements by the management in assessing the carrying value thereof. • We validated the source data on a sample basis and tested the arithmetical accuracy of the calculations of valuation of investments.
• We assessed the adequacy of the Companys disclosures in standalone financial statements.
Based on the above procedures performed, we did not identify any significant exceptions in managements assessment of carrying value of investments carried at fair value.

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

Other Information

5. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone Financial statements 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 in the 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 in this regard.

Responsibilities of management and those charged with governance for the Standalone Financial Statements

6. 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, 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 National Company Law Tribunal (NCLT), Kolkata, order as stated in Note 2.4 to the standalone Financial statements. 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 standalone Financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. Inpreparingthestandalone_nancialstatements,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. Those Board of Directors are also responsible for overseeing the Companys Financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the standalone Financial 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 in_uence the economic decisions of users taken on the basis of these standalone Financial statements.

9. 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 Financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su_cient 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 controls with reference to standalone Financial statements 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 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 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 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 Company 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 standalone Financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

10. 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. 11. 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. 12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone 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

13. 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 B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 14. 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.

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows 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 the National Company Law Tribunal (NCLT), Kolkata, order as stated in Note 2.4 to the standalone Financial statements. (e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 with reference to standalone Financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(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 (as amended), 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 39 to the standalone Financial statements.

ii. The Company has long-term contracts as at March 31, 2023 for which there were no material foreseeable losses. The Company did not have any long term derivative contracts. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

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 persons or entities, 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 [Refer Note 48(vii)(I) to the standalone Financial statements]; (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 persons or entities, 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 [Refer Note 48(vii)(II) to the standalone Financial statements]; 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 sub-clause (a) and (b) contain any material misstatement.

v. The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act. vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for maintaining books of account in accounting software having a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, is applicable to the Company only with e_ect 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.

15. 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.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Pravin Rajani
Partner
Kolkata Membership Number: 127460
May 30, 2023 UDIN: 23127460BGZAIK9963

Referred to in paragraph 14(f) of the Independent Auditors Report of even date to the members of Gloster Limited on the standalone Financial statements as of and for the year ended March 31, 2023

Report on the Internal Financial Controls with reference to Standalone Financial Statements under clause (i) of sub-section 3 of Section 143 of the Act

1. We have audited the internal Financial controls with reference to standalone Financial statements of Gloster Limited ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone Financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

2. 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 ("the Guidance Note") 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 e_cient 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

3. Our responsibility is to express an opinion on the Companys internal Financial controls with reference to standalone Financial statements based on our audit. We conducted our audit in accordance with 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 with reference to standalone Financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal Financial controls system with reference to standalone Financial statements and their operating e_ectiveness. Our audit of internal Financial controls with reference to standalone Financial statements included obtaining an understanding of internal Financial controls with reference to standalone Financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating e_ectiveness 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 Financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls with reference to Financial statements

6. A companys internal Financial controls with reference to Financial statements 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 controls with reference to Financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re_ect 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; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material e_ect on the Financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial statements

7. Because of the inherent limitations of internal Financial controls with reference to Financial 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 Financial controls with reference to Financial statements to future periods are subject to the risk that the internal Financial controls with reference to Financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal Financial controls system with reference to standalone Financial statements and such internal Financial controls with reference to standalone Financial statements were operating effectively as at March 31, 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 issued by ICAI.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Pravin Rajani
Partner
Kolkata Membership Number: 127460
May 30, 2023 UDIN: 23127460BGZAIK9963

Referred to in paragraph 13 of the Independent Auditors Report of even date to the members of Gloster Limited on the standalone Financial statements as of and for the year ended March 31, 2023 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) The Property, Plant and Equipment are physically veri_ed by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant and Equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. (c) As indicated in Note 3 of the standalone Financial statements and based on our verification of original conveyance deeds (in the name of Fort Gloster Jute Manufacturing Company Limited) and Orders of Honble High Court dated May 31, 1993 and Honble NCLT Kolkata Bench dated January 19, 2018 sanctioning scheme of demerger and scheme of amalgamation respectively, immovable property (other than self-constructed buildings, roads and properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) being the freehold land amounting to Rs. 21,015.05 lakhs are vested with the Company since April 1, 1992 (being the e_ective date of demerger).

(d) The Company has not revalued its Property, Plant and Equipment (including Right- of- use assets) or intangible assets or both during the year. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including Right of Use assets) or intangible assets does not arise.

(e) Based on the information and explanations furnished to us, no proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its standalone Financial statements does not arise. ii.(a) The physical veri_cation of inventory has been conducted at reasonable intervals by the Management during the year and, in our opinion, the coverage and procedure of such veri_cation by Management is appropriate. The discrepancies noticed on physical veri_cation of inventory as compared to book records were not 10% or more in aggregate for each class of inventory. (b) During the year, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from banks on the basis of security of current assets. The Company has _led quarterly returns or statements with such banks, which are in agreement with the unaudited books of account. Further, the Company is yet to submit the quarterly returns for March 31, 2023 to the banks and hence reporting to this extent under clause 3(ii)(b) of the Order is not applicable to the Company. (Refer Note 48(ii) to the standalone Financial statements). iii. (a) The Company has, during the year made investments in two alternate investment funds, four portfolio management schemes, equity shares of one subsidiary company and non-convertible debentures of one company. The Company has not granted secured/ unsecured loans/advances in nature of loans, to any companies / _rms / Limited Liability Partnerships/ other parties during the year other than unsecured loan to three subsidiary companies and unsecured loan to three thousand and _fty nine employees. The Company did not stood guarantee, or provided security to any companies / _rms /Limited Liability Partnerships/ other parties during the year except for one subsidiary company. The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans and guarantee to subsidiaries and other than subsidiaries are as per the table given below:

Particulers Guarantees (Principal amount) (Rs. in lakhs) Loans (Rs. in lakhs)
Aggregate amount granted/ provided during the year
- Subsidiaries 14,000.00 8,260.00
- Others - 391.48
Balance outstanding as a balance sheet date in respect of the above case
- Subsidiaries 14,000.00 6,100.00
- Others - 249.84

The above amounts are included in Note 5(d), Note 9(e), Note 37 and Note 39 to the standalone Financial statements.

(b) In respect of the aforesaid investments, guarantee, loans, the terms and conditions under which such investments were made, loans were granted and guarantees provided are not prejudicial to the Companys interest.

(c) In respect of the loans to employees, the schedule of repayment of principal and payment of interest as applicable has been stipulated, and the employees are repaying the principal and interest amounts (as applicable), as stipulated in a regular manner. In respect of the loans other than loan to employees given to subsidiaries [refer Note 5(d), Note 9(e) and Note 37 to the standalone Financial statement], no schedule for repayment of principal and interest is stipulated since loans are repayable on demand (including a loan to one subsidiary which is repayable on demand after 31 December 2024). Therefore, in the absence of stipulation of repayment terms, we are unable to comment on the regularity of repayment of principal and interest.

(d) In respect of the loans [refer Note 5(d) , Note 9(e) and Note 37 to the standalone Financial statement] except loans to employees and loan to one subsidiary where no amount is overdue for more than 90 days, there is no stipulation of repayment terms, hence we are unable to comment if there is any amount which is overdue for more than ninety days. (e) There were no loans which fell due during the year and were renewed/extended. Further, no fresh loans were granted to same parties to settle the existing overdue loans. However, the Company has participated and invested Rs 1,000 lakhs in private placement of 9% secured Non- Convertible Debentures (NCDs) of Shri Vasuprada Plantation Limited (SVPL). SVPL has utilised the proceeds of the said issue for repaying the unsecured inter- corporate loan (repayable on demand) amounting to Rs 1,250 lakhs that was granted by Company in earlier years (Refer Note 37 to the standalone Financial statement). (f) Following loans were granted during the year, including to related parties under Section 2(76), which are repayable on demand or where no schedule for repayment of principal and payment of interest has been stipulated by the Company.

Particulers Related Parties (Rs. in lakhs)
Aggregate of loans
- Repayable on demand 8,260.00
Percentage of loans to the total loans 95.47%

[Also refer Note 5(d), Note 9(e) and Note 37 to the standalone Financial statements] iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable. v. The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent noti_ed. vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. vii.(a)According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax and labour welfare fund, though there has been a slight delay in a few cases , and is regular in depositing undisputed statutory dues, including provident fund, employees state insurance, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and services tax and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of statutory dues referred to in sub-clause (a) as at March 31, 2023 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (Net of Payment) (Rs.in Lakhs) Amount Paid (Rs. in Lakhs) Period to which the amount relates Forum where the dispute is pending
Central Sales Tax Act, 1956 Central Sales 124.24 51.43 2015-16 to West Bengal Sales Tax
Tax 2016-17 Appellate and Revisional Board
West Bengal Value Added Tax Act, 2003 Value Added Tax 45.71 - 2008-09 West Bengal Taxation Tribunal
Income Tax Act, 1961 Income Tax 65.27 - Assessment Year 2011-2012, 2017-2018, 2019- 2020, 2021-2022 CIT (Appeal)
Employees State Insurance Act, Employees 45.57 4.74 1976-77 to E.I Court, Calcutta
1948 State Insurance 1982-83 1990-91 to 1996-97
Entry Tax Laws Entry Tax 70.06 0.26 2013-14 to 2017-18 Calcutta High Court

viii. According to the information and explanations given to us and the records of the Company examined by us, there are no transactions in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account. ix.(a) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year. (b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared Wilful Defaulter by any bank or Financial institution or government or any government authority.

(c) In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained. (Also refer Note 14 to the standalone Financial statements) (d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone Financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company. (e) According to the information and explanations given to us and on an overall examination of the standalone Financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries. During the year Company did not have any Joint Venture and associate companies. x. (a)The Company has not raised any money by way of initial public over or further public over (including debt instruments) during the year. Accordingly, the reporting under clause 3(x) (a) of the Order is not applicable to the Company. x.(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally convertible debentures during the year. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the Company. xi.(a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. xi.(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be _led with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

xi.(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, and as represented to us by the management, no whistle-blower complaints have been received during the year by the Company. Accordingly, the reporting under clause 3(xi)(c) of the Order is not applicable to the Company. xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company. xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone Financial statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act. xiv.(a) In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business. (b) The reports of the Internal Auditor for the period under audit have been considered by us. xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company. xvi.(a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking _nancial/ housing _nance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as de_ned in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanations provided by the management of the Company, the Group does not have any CICs, which are part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete. Accordingly, the reporting under clause 3(xvi)(d) of the Order is not applicable to the Company. xvii. The Company has not incurred any cash losses in the Financial year or in the immediately preceding Financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause (xviii) is not applicable.

xix. According to the information and explanations given to us and on the basis of the Financial ratios (Also refer Note 47 to the standalone Financial statements), ageing and expected dates of realisation of Financial assets and payment of Financial liabilities, other information accompanying the standalone Financial statements, 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 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. As at balance sheet date, the Company does not have any amount remaining unspent under Section 135(5) of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable. xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment in respect of the said clause has been included in this report.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Pravin Rajani
Partner
Kolkata Membership Number: 127460
May 30, 2023 UDIN: 23127460BGZAIK9963