khaitan chemicals & fertilizers ltd share price Auditors report


To

The Members of Khaitan Chemicals and Fertilizers Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Khaitan Chemicals and Fertilizers Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013, as amended ("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 affairs of the Company as at March 31, 2023 and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs), as 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 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 opinion on the financial statements.

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 as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

S.

No.

Key Audit Matter How our audit addressed the Key Audit Matter
1. Assessment of implications of government policies/ notifications on recognition of subsidy revenue and its recoverability Our procedures included the following:
Refer to the accompanying notes 3(a)(iii) of the financial statements. ¦ We understood and evaluated the design and tested the operating effectiveness of controls as established by management in recognition of subsidy revenue and assessment of the recoverability of subsidy receivable.
During the year, the Company has recognised subsidy revenue amounting to Rs.41245.06 Lakhs and the aggregate amount of subsidy receivable as at March 31, 2023 is Rs.14753.88 Lakhs. The amount of subsidy revenue and the subsidy receivable are significant to the financial statements. We identified this as a Key Audit Matter since the recognition of subsidy revenue and the assessment of recoverability of the related subsidy receivables is subject to significant judgements of the management. Further, the areas of subjectivity and judgement include interpretation and satisfaction of conditions specified in the notifications/ policies in the estimation of timing and amount of recognition of subsidy revenue, likelihood of recoverability and allowance in relation to the outstanding subsidy receivable. ¦ We evaluated the managements assessment regarding reasonable certainty of complying with the relevant conditions as specified in the notifications/policies.
¦ We considered the relevant notifications/ policies issued by various authorities to ascertain the appropriateness of the recognition of subsidy revenue and adjustments to subsidy already recognised in earlier years pursuant to changes in subsidy rates.
¦ We evaluated the basis of judgements that management has made in relation to the notifications/ policies including past precedence and subsequent evidence in the form of notifications/ policies/clarifications, as applicable.
¦ We assessed the reasonableness of the recoverability of subsidy receivable by assessing the managements analysis and information used to determine the recoverability of subsidy receivable, ageing of receivables and historical trends.
¦ We evaluated adequacy of disclosures in the financial statements.
¦ Based on the above procedures performed, the managements assessment of the implications of government notifications/ policies on recognition of subsidy revenue and its recoverability was considered to be reasonable.

Other Information

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 financial statements and our auditors report thereon.

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

Responsibilities of the Management and Those Charged with Governance for the 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 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Companyand 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 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, 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 is responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 influence the economic decisions of users taken based on these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism 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 internal financial controls with reference to standalone financial statements 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

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 the financial statements 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, the managerial remuneration for the year ended March 31, 2023 has been paid by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act.

h) 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 as at March 31, 2023 on its financial position in its financial statement -Refer note 36 to the financial statements. ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivatives contracts 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) Management has represented to us that, to the best of its knowledge and belief, other than 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;

(b) Management has represented to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) 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;

(c) Based on our audit procedures conducted that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that cause us to believe that the representation under sub-clause (a) & (b) contain any material misstatement.

(v) As states in note 18 to the financial statements:

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Director of the Company have proposed final dividend for the year, which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act, as applicable.

For NSBP & Co. Chartered Accountants Firms Registration No. 001075N

Subodh Kumar Modi

Partner

Place: New Delhi

Membership Number: 093684

Date: April 29, 2023

UDIN: 23093684BGXGRB4651

"ANNEXURE A" TO THE INDEPENDENT AUDITORS REPORT

To the Members of Khaitan Chemicals and Fertilizers Limited on its financial statements dated April 29, 2023

Report on the matters specified in paragraph 3 of the Companies (Auditors Report) Order, 2020 (‘the Order") issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013 (‘the Act) as referred to in paragraph 1 of ‘Report on Other Legal and Regulatory Requirements of our report of even date

In terms of the information and explanation sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

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

(B) The Company has no intangible assets and accordingly, the requirement to report on clause (i)(a)(B) of the Order is not applicable to the Company.

(b) Property, Plant and Equipment have been physically verified by the management according to the programme of periodical verification in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its Property, Plant and Equipment. No material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the title deeds of all immovable properties as disclosed in note 4 to the financial statements, are held in the name of the Company except for the following:

Description of Property Nature of dues Held in name of Whether Promoter, Director or their Relative or Employee Period held Indicate the range, where appropriate Reasons for not being held in name of Company
Mines and Minerals Lease hold Land at Malwan (U.P.) 24.87 Mahadeo Fertilizer Ltd. No 12.04.2006 Dispute with State Govt / UPSIDC relating to stamp duty court case filed with Honble High Court, Allahabad.
Free Hold Land at Jhansi (U.P.) 4.23 Shriniwas Fertilizers Ltd. No 28.02.2003 Dispute with State Govt / UPISDC relating to stamp duty.
Free Hold Land at Nimrani (M.P.) 3.95 Ratlam Fer- tilizers Ltd. No 17.07.1986 The Company has changed its name from Ratlam Fertilizers Ltd. to Khaitan Chemicals and Fertilizers Ltd. but revenue Authority has not changed the same as on date.

(d) The Company has not revalued its Property, Plant and Equipment (including right of use assets) during the year.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

ii. (a)The Company has conducted physical verification of inventory at reasonable intervals during the year except for inventory of Rock Phosphate, Sulphur and Single Super Phosphate for which stock is taken on estimation basis and for the stock in transit and stock lying with outside parties. In our opinion, the coverage and procedures of such verification by the management is appropriate. No discrepancies of 10% or more in aggregate for each class of inventory were noticed on such physical verification.

(b)As disclosed in note 23 to the financial statements, the Company has been sanctioned working capital limits in excess of Rs. Five Crores in aggregate from banks during the year on the basis of security of current assets of the Company. The quarterly returns/statements filed by the Company with such banks are not in agreement with the books of accounts of the Company and the details are as follows:

Quarter ended Value per books of account Value per quarterly return/statement Difference Reason for discrepancies
June 30, 2022 36,818.03 36,011.06 806.97

The Company has not claimed Drawing Power (DP) on certain current assets. DP is calculated as per norms of the Lenders.

September 30, 2022 28,260.60 27,398.00 862.60
December 31, 2022 30,745.86 29,369.03 1,376.83
March 31, 2023 36,244.44 35,122.56 1,121.88

iii. (a) During the year, the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, limited liability partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(a) of the Order is not applicable to the Company.

(b) During the year, the Company has not made investments, provided guarantees, provided security and granted loans and advances in the nature of loans to companies, firms, limited liability partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(b) of the Order is not applicable to the Company.

(c) The Company has not granted loans and advances in the nature of loans to companies, firms, limited liability partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(c) of the Order is not applicable to the Company.

(d) The Company has not granted loans and advances in the nature of loans to companies, firms, limited liability partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(d) of the Order is not applicable to the Company.

(e) The Company has not granted loans and advances in the nature of loans to companies, firms, limited liability partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(e) of the Order is not applicable to the Company.

(f) The Company has not granted loans and advances in the nature of loans, either payable on demand or without specifying any terms or period of repayment to companies, firms, limited liability partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

iv. The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans, investment, guarantee and securities, as applicable.

v. According to the information and explanation given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of provisions of Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government of India for maintenance of cost records under Section 148(1) of the Companies Act, 2013 related to its products and are of the opinion that, prima facie, the prescribed records have been made and maintained. However, we have not carried out a detailed examination of such records with a view to determine whether they are accurate and complete.

vii. (a) According to the information and explanation given to us, the Company has generally been regular in depositing its undisputed statutory dues including goods and service tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of goods and service tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable in arrear, as at March 31, 2023, for a period of more than six months from the date they became payable.

(b) The details of statutory dues referred to in clause 3(vii)(a) above which have not been deposited on account of any dispute, are as follows:

Name of the Statute Nature of dues Gross Amount in dispute (in Rs. lakhs) Amount paid under protest (in Rs. lakhs) Period to which the amount relates Forum where the dispute is pending
Mines and Minerals (Development and Regulation) Act,1957 Royalty on rock phosphate 158.36 39.59 2004-05 Honorable Supreme Court, Delhi
Commercial Tax Act, 1994 Purchase Tax 64.20 63.38 2004-05 High Court of Madhya Pradesh, Jabalpur
UP Trade Tax, 1948 Trade Tax 1.53 1.08 2006-07 The Deputy Commission Commercial Tax-Jhansi
Custom Act, 1962 Custom Duty 185.47 18.54 2004-05 to 2008-09 Commissioner Appeal, Mumbai
Central Sales Tax,1956 Sales Tax 13.80 - 2017-18 Corporate Circle, Jhansi
U.P. Sales Tax Sales Tax 4.97 - 2016-17 Joint Commissioner, Jhansi
Central Sales Tax,1956 Sales Tax 0.25 - 2016-17 Corporate Circle, Jhansi
U.P. Sales Tax SalesTax 19.18 - 2017-18 Joint Commissioner, Jhansi
The Gujarat Value Added Tax Act, 2003 Sales Tax 21.18 1.34 2016-17 Department of commercial tax, Gujarat
The Gujarat Value Added Tax Act, 2003 Income Tax Act, 1962 Sales Tax 56.84 5.94 2017-18 Department of commercial tax,
Income Tax 1.16 - - 2009-10 Gujarat CIT (Appeal)- New Delhi
Goods and Service Tax Act GSTGST 1.72 1.72 2020-21 GST office Indore
Goods and Service TaxAct Income Tax 0.40 22.77 GST office Fathepur (UP)
Income Tax Act, 1962 Income Tax 84.89 16.98 2011-12 CIT (Appeal)- New Delhi
Income Tax Act, 1962 Income Tax 22.77 -- 2016-17 CIT (Appeal)- New Delhi
Income Tax Act, 1962 25.35 2.57 For various Year TDS- CPC
U.P. Sales Tax Sales Tax 2.66 0.11 2011-12 DY. Commissioner, Jhansi
U.P. Sales Tax Sales Tax 2.57 - 2012-13 DY. Commissioner, Jhansi
U.P. Central Sales Tax, 1956 0.69 - 2013-14 DY. Commissioner, Jhansi
U.P. Entry Tax, 2007 Entry Tax 0.11 1.22 2013-14 DY. Commissioner, Jhansi
The Madhya Pradesh Value Added Tax Act, 2002 Sales Tax 0.35 0.03 2009-2010 Deputy Commissioner, Ratlam
The Madhya Pradesh Value Added Tax Act, 2002 Sales Tax 1.36 0.14 2010-2011 Deputy Commissioner, Ratlam
U.P. State Industrial Stamp Duty 258.34 - 2020-2021 Honorable High Court, Allahabad,
Development Corporation, Kanpur Charges Uttar Pradesh
Labour laws Labour Com- pensation 0.80 0.80 2013-14 Assistant labour commissioner Malwan
Labour laws Labour Com- pensation 5.20 5.20 2013-14 Assistant labour commissioner Malwan
Custom Act, 1962 Custom Duty 193.49 14.51 2021-22 Additional Commissioner, Kandla
Custom Act, 1962 Custom Duty 397.47 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 671.86 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 671.86 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 1671.86 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 172.03 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 891.45 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 1098.53 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 1830.35 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 5.21 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)
Custom Act, 1962 Custom Duty 102.51 - 2022-23 Honorable High Court, Gujarat (Ahmedabad)

viii. According to the information and explanation given to us, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961, as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

ix. (a) According to the information and explanation given to us and as per the books of accounts examined by us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender

(b) According to the information and explanation given to us and as per the books of accounts examined by us, the Company has not been declared wilful defaulter by any bank, financial institution or government or any government authority.

(c) Term loans were applied for the purpose for which the loans were obtained.

(d) On an overall examination of the financial statements of the Company, prima facie, no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company.

(f) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company.

x. (a) According to the information and explanation given to us and as per the books of accounts examined by us, the Company has not raised any money during the year by way of initial public offer/ further public offer (including debt instruments), hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b)According to the information and explanation given to us and as per the books of accounts examined by us, the Company has not made any preferential allotment or private placement of shares/fully or partially or optionally convertible debentures during the year and, hence, the requirement to report on clause 3(x)(b) 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 practice 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 been informed of any such cases by the management.

(b) No report under Sub-section (12) of Section 143 of the Companies Act, 2013 has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, as amended with the Central Government, during the year and up to the date of this report.

(c) According to the information & explanations and representation made by the management, no whistle-blower complaints have been received by the Company during the year.

xii. The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013.

Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.

xiii. According to the information and explanation given to us and as per the books of accounts examined by us, transactions with the related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013 where applicable and details have been disclosed in the financial statements as required by applicable accounting standards.

xiv. (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b)The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

xv. According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with its directors. Hence, the requirement to report on clause 3(xv) of the Order is not applicable to the Company.

xvi. (a) The provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a)of the Order is not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company as defined in the Core Investment Companies (Reserve Bank) Directions, 2016. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) In our opinion and based on the representation received from the management, there is no Core Investment Company as a part of the Group as defined in the Core Investment Companies (Reserve Bank) Directions, 2016, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

xvii. According to the information and explanation given to us and on the basis of our examination of there cords of the Company, the Company has not incurred cash losses in the current financial year and immediately preceding financial year.

xviii There has been no resignation of the statutory auditors during the year. Accordingly, the requirement to report on clause 3(xviii) of the Order is not applicable to the Company.

xix. According to the information and explanations given to us and on the basis of the financial ratios disclosed in note 45 to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the 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 the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act, 2013, in compliance with second proviso to Sub-section (5) of Section 135 of the Companies Act, 2013. This matter has been disclosed in note 52 to the financial statements.

(b) There are no unspent amounts in respect of ongoing projects that are required to be transferred to a special account in compliance of provision of Sub-section (6) of Section 135 of Act. This matter has been disclosed in note 52 to the financial statements.

For NSBP & Co. Chartered Accountants Firms Registration No. 001075N

Subodh Kumar Modi

Partner

Place: New Delhi

Membership Number: 093684

Date: April 29, 2023

UDIN: 23093684BGXGRB4651

"ANNEXURE B" TO THE INDEPENDENT AUDITORS REPORT

Annexure B to the Independent Auditors Report to the Members of Khaitan Chemicals and Fertilizers Limited (‘the Company) on its financial statements dated April 29, 2023

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act") and referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements of our report of even date

We have audited the internal financial controls over financial reporting of Khaitan Chemicals and Fertilizers Limited("the Company") as of March 31, 2023, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to the financial statements 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 prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, to the extent applicable to an audit of Internal Financial Controls 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 the financial 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 financial controls with reference to the financial statements and their operating effectiveness. Our audit of internal financial controls with reference to the financial statements included obtaining an understanding of internal financial controls with reference to the financial 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 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 with reference to the financial statements.

Meaning of Internal Financial Controls with reference to the Financial Statements

A Companys internal financial control with reference to the 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 control with reference to the financial statements 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 the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to the Financial Statements

Because of the inherent limitations of internal financial controls with reference to the 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 the financial statements to future periods are subject to the risk that the internal financial control with reference to the financial 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, the Company has, in all material respects, an adequate internal financial controls with reference to financial statement and such internal controls with reference to the financial statements were operating effectively as at March 31, 2023, based on the internal financial 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 ICAI.

For NSBP & Co. Chartered Accountants Firm Registration No. 001075N

Subodh Kumar Modi

Partner

Place: New Delhi

Membership Number: 093684

Date: April 29, 2023

UDIN: 23093684BGXGRB4651