To,
The Members of
Kilpest India Limited
Report on the Standalone Financial Statements
We have audited the accompanying Standalone Financial Statements of
Kilpest India Limited (‘the company) which comprise the Balance Sheet as at 31st
March 2023, the Statement of Profit and Loss, (including Other Comprehensive income), Cash
Flow Statement for the year then ended, and a summary of significant accounting policies
and other explanatory information.
Opinion
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 the 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 31st
March 2023, the profit and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.
Basis of Opinion
We conducted our audit in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act, 2013. 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 Companies Act, 2013 and
the Rules there under, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ‘ICAIs Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis
for our opinion on the Standalone Financial Statements.
Key Audit Matter
Key audit matters are those matters that in our professional judgement
were of most significance in our audit of the Standalone Financial Statements of the
current year. These matters were addressed in the context of our audit of the financial
statement as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined that there are no key audit matters to
communicate in our report.
Managements Responsibility for the Standalone Financial
Statements
The Companys Board of Directors are responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("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 Indian Accounting Standards specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding 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.
In preparing the Standalone 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 are responsible for overseeing the
Companys financial reporting process.
Auditors Responsibility for the Standalone Financial Statements
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 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 skepticism 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 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 financial 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 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
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.
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 Standalone 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 Standalone 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 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
1) As required by the Companies (Auditors Report) Order, 2020
("the Order"), as amended, 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 belief were necessary for the purpose 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 Changes in Equity and the Cash Flow Statement dealt
with by this Report are in agreement with the books of accounts.
d. In our opinion, the aforesaid Standalone Financial Statements comply
with the Indian Accounting Standards specified under section 133 of the Act. read with of
the Companies (Accounts) Rules, 2015 as amended.
e. On the basis of written representations received from the directors
as on 31st March 2023 taken on record by the Board of Directors, none of the
directors is disqualified as on 31st March 2023 from being appointed as a
director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of such controls, 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 Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company does not have any pending litigations which would impact
its financial position.
ii.The Company did not have any long- term contracts including
derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
"Annexure A" to the Independent Auditors Report
Property, Plant and Equipment and Intangible Assets
(A) The company has maintained proper records showing full particulars
including quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars
of Intangible assets.
Property, Plant and Equipment have been physically verified by the
management at reasonable intervals; No material discrepancies were noticed on such
verification.
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, the title deeds of immovable
properties (other than immovable properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee) disclosed in the standalone
financial statements are held in the name of the Company.
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, the Company has not revalued its
Property, plant and equipment (including Right-of-use assets) or Intangible assets or both
during the year.
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, there are no proceedings initiated
or pending against the Company for holding any benami property under the Prohibition of
Benami Property Transactions Act, 1988 and rules made there under.
Inventory and other current assets
Physical verification of inventory has been conducted at reasonable
intervals by the management.
Investment, Loans or Advances by Company
The company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained u/s 189 of the
companies Act-2013.
The Company has not granted any loans, secured or unsecured, to firms,
limited liability partnerships or any other parties during the year.
(A) Based on the audit procedures carried on by us and as per the
information and explanations given to us, the Company has not granted any loans to
subsidiaries, joint ventures and associates.
(B) Based on the audit procedures carried on by us and as per the
information and explanations given to us, the Company has not granted loans to a party
other than subsidiaries, joint ventures and associates.
In our opinion and according to the information and explanations given
to us. The rate of interest and other terms and conditions for such loans are not prima
facie prejudicial to the interest to the company.
In respect of loans granted, repayment of the principal amount is as
stipulated and payment of interest have been regular.
There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section 189 of the companies Act,
2013.
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, there is no loan given falling due
during the year, which has been renewed or extended or fresh loans given to settle the
overdues of existing loans given to the same party.
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, the Company has not given any
loans either repayable on demand or without specifying any terms or period of repayment.
Loan to Directors and Investment by the Company
While doing transaction for loans, investments, guarantees, and
security provisions of section 185 and 186 of the Companies Act, 2013 have been complied
with.
Deposits Accepted by the Company
The company has not accepted any Deposits.
Maintenance of Cost records
To the best of our knowledge and as explained, the Central Government
has not prescribed maintenance of cost records under sub-section (1) of section 148 of the
Companies Act, 2013 for the products of the company.
Statutory Dues
The company is regular in depositing with appropriate authorities
undisputed statutory dues including provident fund, employees state insurance, income
tax, duty of customs, GST, cess and any other statutory dues applicable to it.
Disclosure of Undisclosed Transactions
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, the Company has not surrendered or
disclosed any transactions, previously unrecorded as income in the books of account, in
the tax assessments under the Income-tax Act, 1961 as income during the year.
Loans or Other Borrowings
The company has not defaulted in repayment of dues to financial
institution, bank or debenture holders.
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, the Company has not been declared
a wilful defaulter by any bank or financial institution or government or government
authority.
According to the information and explanations given to us by the
management, the Company has not obtained any term loans. Accordingly, clause 3(ix)(c) of
the Order is not applicable
According to the information and explanations given to us and on an
overall examination of the balance sheet of the Company, we report that no funds have been
raised on short-term basis by the Company. Accordingly, clause 3(ix)(d) of the Order is
not applicable.
According to the information and explanations given to us and on an
overall examination of the 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 as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e)
of the Order is not applicable.
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 as defined under the Companies
Act, 2013. Accordingly, clause 3(ix)(f) of the Order is not applicable.
Money raised by IPO, FPOs
The company has not raised any money by way of initial public offer or
further public offer {including debt instruments) and term loans. Hence this clause is not
applicable.
According to the information and explanations given to us and on the
basis of our examination of the records of the Company, the Company has not made any
preferential allotment or private placement of shares or fully or partly convertible
debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
Reporting of Fraud During the Year
Based on our audit procedures and the information and explanation made
available to us no such fraud noticed or reported during the year.
According to the information and explanations given to us, no report
under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the
auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government.
There were no whistle blower complaints received by the Company during
the year while determining the nature, timing and extent of our audit procedures.
Compliance by Nidhi Company Regarding Net Owned Fund to Deposits Ratio
As per information and records available with us The Company is not
Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.
Related party transactions
Yes, all transactions with the related parties are in compliance with
section 177 and 188 of Companies Act, 2013 where applicable and the details have been
disclosed in the Financial Statements etc., as required by the applicable accounting
standards.
Internal audit system
Based on information and explanations provided to us and our audit
procedures, in our opinion, the Company has an internal audit system commensurate with the
size and nature of its business.
We have considered the internal audit reports of the Company issued
till date for the period under audit.
Non cash transactions
The company has not entered into any non-cash transactions with
directors or persons connected with him and hence provisions of section 192 of the Act are
not applicable to the Company.
Requirement of Registration under 45-IA of Reserve Bank of India Act,
1934
The Company is not required to be registered under Section 45-IA of the
Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not
applicable.
The Company is not a Core Investment Company (CIC) as defined in the
regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order
is not applicable.
According to the information and explanations provided to us during the
course of audit, the Group does not have any CIC. Accordingly, the requirements of clause
3(xvi)(d) are not applicable.
Cash Losses
The Company has not incurred cash losses in the current and in the
immediately preceding financial year.
Consideration of outgoing auditors
There has been no resignation of the statutory auditors during the
year. Accordingly, clause 3(xviii) of the Order is not applicable.
Material uncertainty in relation to realization of financial assets and
payment of financial liabilities
According to the information and explanations given to us and on the
basis of the financial ratios, ageing and expected dates of realization of financial
assets and payment of financial liabilities, other information accompanying the financial
statements, 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.
Compliance with approved Scheme(s) of Arrangements
The Company has received the approval from BSE vide their
"Observation Letter" dated 3rd February 2022 for amalgamation with 3B
BlackBio Biotech India Ltd. (Subsidiary Company), since the BSE and SEBI approvals have
obtained, and further the company applied for the petition for amalgamation with NCLT for
the scheme of amalgamation on 9th May 2022.
The process of amalgamation has started and Company is likely to get
the confirmation from NCLT shortly. The company is working for faster approval of the
amalgamation scheme with 3B BlackBio Biotech India Ltd. (Subsidiary Company)
"Annexure B" to the Independent Auditors Report of even
date on the Standalone Financial Statements of Kilpest India Limited
Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial
reporting of Kilpest India Limited ("the Company") as of 31st March
2023 in conjunction with our audit of the standalone Standalone 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 (the Guidance note) issued by the Institute of Chartered Accountants
of India". These responsibilities include the design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to companys
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal
financial controls over financial reporting based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI
and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both applicable to an audit
of Internal Financial Controls and, both issued by the Institute of Chartered Accountants
of India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about
the adequacy of the internal financial controls system over financial reporting and their
operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditors judgment, including the assessment of the
risks of material misstatement of the Standalone 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 Standalone 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 Standalone
Financial Statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the companys assets that could have a material effect on the financial
statements.
Inherent Limitations of Internal Financial Controls over Financial
Reporting
Because of the inherent limitations of internal financial controls over
financial reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and best of the information and according to the
explanations given to us the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31st March 2023,
based on 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 ICAI.
| For BAHETI & CO. |
| Chartered Accountants |
| Firms registration No: 006287C |
| Deepak Baheti |
| PARTNER |
| Membership No: 075063 |
| UDIN: 23075063BGSUGZ8141 |
| Place: Bhopal. |
| Date: 29th May 2023 |
+91-9892691696
