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United Breweries Ltd Auditor Reports

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United Breweries Ltd Share Price Auditors Report

<dhhead-INDEPENDENT AUDITORS REPORT</dhhead-

To The Members of

United Breweries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of United Breweries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with 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 March 31, 2024, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements 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 Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone 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 ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matters

a) As described in Note 41 the Company has evaluated the carrying value of the property, plant and equipment aggregating Rs. 7,343 Lakhs (net of depreciation and impairment) based on fair value less cost of disposal after considering its contractual rights under the BIADA Act (including its options relating to the policies announced by BIADA which are subject to the outcome before the Honourable High Court of Patna), pending the outcome of special leave petition filed by the Bihar State Government before the Honourable Supreme Court of India.

b) As described in Note 34(a), the Company filed an appeal against the NCLAT order before the Supreme Court of India on January 30, 2023. The Supreme Court issued an order on February 17, 2023 and granted stay on the recovery proceedings. The Management of the Company has represented that the Company has a strong case on merits supported by external legal advice. Pending outcome of the matter, the Company is not in position to reliably estimate, the obligation relating to the penalties, if any. Accordingly, no provision has been recorded in the books of account and amount is disclosed as contingent liability.

Our opinion is not modified in respect of the aforesaid matters.

Key Audit Matters

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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matters Auditors Responses
1 Evaluation of provisions and contingencies towards taxes and competition law matters Principal audit procedures:
Our audit procedures relating to the evaluation of the outcome of direct tax, indirect tax and competition law matters included the following, among others:
(Refer Notes 2.1(s), (v), 8, 16 and 34 to the financial statements).
The Company has material disputes with respect to direct tax, indirect tax and competition law matters which involves significant judgment to determine the possible outcome of these disputes. Therefore, we have considered these as a key audit matter. (1) We have obtained an understanding of the processes with respect to (i) recognition of provision, (ii) disclosure of contingencies and (iii) ensuring completeness of litigations.
(2) We have tested the effectiveness of controls over (i) recognition of provisions, (ii) disclosure of contingencies and (iii) ensuring completeness of litigations.
(3) We read correspondences between the Company and the various authorities and where applicable, the opinions from external advisors and evaluated the reasonableness of the estimate in relation to the possible outcome of the disputed matters based on applicable laws and judicial precedence by involving our internal specialists, as needed.
2 Revenue recognition: Principal audit procedures:
(Refer Notes 2.1(d), (v) and 20 to the financial statements) Our audit procedures relating to the estimation of accruals towards discounts and incentives, included the following, among others:
Revenue from the sale of products is net of returns and allowances, discounts and incentives. • We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls relating to accruals towards discounts and incentives and utilisation of the same.
Amounts of discounts and incentives that have been incurred and not yet issued to customers are estimated and accrued. Amount of discounts and incentives accrued as at March 31, 2024 amounts to Rs. 24,601 Lakhs. • We selected a sample of accruals of discounts and incentives and inspected the underlying documents and evaluated the basis of creating the accruals.
Estimates of expected discount and incentives are sensitive to changes in circumstances and the Companys past experience regarding these amounts may not be representative of actual amounts in the future. Estimating accruals relating to discounts and incentives recognised in relation to sales made during the year involves significant judgment and is complex and hence we have considered this as a key audit matter. • We selected a sample of credit notes issued to customers during the year for discount and incentives and compared the same against the accruals made.
• We selected the samples from the list of credit notes related to discount and incentives issued subsequent to year end and compared the same with the provision created during the year.
• We performed the retrospective review of provisions created and utilisation of the same during the year.
• We performed analytical procedures on discounts and incentives.

Information Other than the Financial Statements and Auditors Report Thereon

• The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Boards Report, Corporate Governance Report and Sustainability Report but does not include the consolidated financial statements, 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 during the course of our audit or otherwise appears to be materially misstated.

• I f, 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

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS 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 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 and Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibility for the Audit of 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 controls 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 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 financial controls 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 Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for not complying with the requirement of audit trail as stated in (h) (vi) below.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and 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 standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to standalone financial statements.

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the 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 34 to the standalone financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note

43(v) to the financial statements 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 person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note 43 (vi) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. 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.

As stated in note 14 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Such dividend proposed is in accordance with Section 123 of the Act, as applicable.

vi. Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the year ended March 31, 2024, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares except that audit trail feature was not enabled at the table level to log any direct data changes.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year ended March 31, 2024. 2

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

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to standalone financial statements of United Breweries Limited ("the Company") as at March 31, 2024 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

The Companys Management is responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. 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 respective 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 standalone financial statements of the Company 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. 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 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 standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

A companys internal financial control with reference to standalone 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 standalone 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 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 effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalone financial statements

Because of the inherent limitations of internal financial controls with reference to standalone 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 standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone 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, to the best of our information and according to the explanations given to us the Company has, in all material respects, an adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2024, based on the criteria for internal financial control with reference to standalone financial statements 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.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report of even date)

In terms of the information and explanations 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, capital work-in-progress and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(i) (b)Some of the Property, Plant and Equipment, capital work-in-progress and right-of-use assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the Property, Plant and Equipment at reasonable intervals having regard to the size of the Company and the nature of its activities. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(i) (c) With respect to immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the standalone financial statements included in property, plant and equipment and non-current assets held for sale, according to the information and explanations given to us and based on the examination of the registered sale deed / conveyance deed / lease deed provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date, except for the following:

Description of property Gross carrying value (Rs. in Lakhs) Held in name of Whether promoter, director or their relative or employee Period held since Reason for not being held in name of Company
Freehold land (9.04 acres at Kutthambakkam, Tamilnadu) 80 Tamil Nadu State Marketing Corporation Ltd. No 2010-11 Application for registration of title deed is pending with the state government for approval
Freehold land (63.07 acres at Kothlapur, Telangana) 654 UB Nizam Brewerie Private Limited* s No 2010-11 Application for registration of name change is pending with the state government for approval
Freehold land (0.533 acres at Nanjangud, Karnataka) 22 United Breweries Limited No 2009-10 There are matters ongoing with these properties which include review of court order,
Freehold land (0.006 acres at Nelamangala, Karnataka) 1 United Breweries Limited No 2006-07 case of encroachment and dispute ongoing between original landowners.
Freehold land (1.002 acres at Mallepally, Telangana) 21 United Breweries Limited No 2010-11
Leasehold land (18.02 597 acres at Aurangabad, Maharashtra)** Aurangabad Breweries Limited* No 2011-12 Adjudication process of stamp duty for name change was completed during the year which included interest and penalty. The Company has paid stamp duty as the interest and penalty was waived under amnesty scheme by concerned authority. Order for deed modification is awaited.
Leasehold land (25.71 1,189 acres at Aurangabad, Maharashtra) Inertia Industries Limited* No 2010-11 Adjudication process of stamp duty for name change was completed during the year which included interest and penalty. The Company availed the amnesty scheme to seek waiver of interest and penalty, which is pending for decision with concerned authority.

*Erstwhile entity which merged with the Company.

** The Company is not in possession of the original lease deed for this leasehold land. As per information and explanation provided to us, we note that that the same has been submitted to MIDC (Maharashtra Industrial Development Corporation) for change in name in the lease deed.

(i)(d) The Company has not revalued any of its property, plant and equipment and intangible assets during the year.

(i) (e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2024 for

holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and Rules made thereunder.

(ii) (a) The inventories except for goods-in-transit and stocks held with third parties, were physically verified during the year by the

Management at reasonable intervals. In our opinion and based on information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. For stocks held with third parties, the Company obtains confirmations during the year at regular intervals and in respect of goods in transit, the goods have been received subsequent to the year end. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories/ alternate procedures performed as applicable, when compared with the books of account.

(ii) (b) According to the information and explanations given to us, the Company has been sanctioned working capital limits

in excess of Rs. 5 crores, in aggregate, at points of time during the year, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns or statements filed by the Company with such banks are in agreement with the unaudited books of account of the Company of the respective quarters.

(iii) The Company has not provided any other loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, Limited Liability Partnerships or any other parties during the year, except for, the loans or advances in the nature of unsecured loans, granted to any other parties during the year by the Company in respect of which:

(iii) (a) The Company has provided loans or advances aggregating to Rs. 330 Lakhs in the nature of loans during the year to other parties and the balance outstanding as at March 31, 2024 is Rs. 351 Lakhs.

(iii) (b) The terms and conditions of the grant of all the above-mentioned loans and advances in the nature of loans and guarantees provided, during the year are, in our opinion, prima facie, not prejudicial to the Companys interest.

(iii) (c) In respect of loans granted or advances in the nature of loans provided by the Company, the schedule of repayment of principal has been stipulated and the repayments of principal amounts are regular as per stipulation. These loans are interest free.

(iii) (d) In respect of loans granted and advances in the nature of loans provided by the Company, there is no amount overdue for more than 90 days at the balance sheet date.

(iii) (e) There were no loans or advances in the nature of loans granted to other parties which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loans or advances given to the same parties.

(iii) (f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without

specifying any terms or period of repayment to 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 Section 186 of the Companies Act, 2013 in respect of investments made. There are no loans, guarantees, and securities in respect of which provisions of Sections 185 and 186 of the Act are applicable.

(v) The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause (v) of the Order is not applicable.

(vi) The maintenance of cost records has not been specified for the activities of the Company by the Central Government under Section 148(1) of the Companies Act, 2013.

(vii) (a) In respect of statutory dues:

Undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income- tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authorities during the year.

There were no undisputed amounts payable in respect of Goods and Services tax, Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2024 for a period of more than six months from the date they became payable.

(vii) (b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2024 on account of disputes are given below:

Name of the Statute Nature of the dues Amount (including interest and penalty) Payment under protest Period to which the amount relates Forum where dispute is pending
The Income Tax Act, 1961 Income tax/tax deducted at source 42,717 6,468 FY 2001-02 to FY 2016-17 and FY 2019-20 Assessing Officer
28,022 2,606 FY 2003-04, FY 2006-07 to High Court of Karnataka
FY 2013-14
6,975 134 FY 2002-03 to FY 2006-07, Commissioner of Income Tax (Appeals)
FY 2008-09 to FY 2009-10,
FY 2011-12 to FY 2013-14,
FY 2015-16,
FY 2017-18 to FY 2020-21
20 - FY 2018-19 Commissioner of Income Tax (TDS)
2,527 702 FY 2002-03 to FY 2003-04, Income Tax Appellate Tribunal
FY 2006-07 to FY 2009-10,
FY 2014-15 to FY 2017-18
The Income Tax Act, 1961 Income tax/tax deducted at source 4,962 154 FY 2001-02 to FY 2009-10 High Court of Madras
206 46 FY 2009-10 High Court of Andhra Pradesh
State Excise Act (various states) Storage and privilege fees, excise duty, etc. 20,250 150 FY 1999-2000 to FY 2005-06 High Court of Karnataka
FY 2015-16
2017-18
2,833 2,833 FY 2014-15, High Court of Rajasthan
FY 2015-16
FY 2016-17
FY 2017-18 to FY 2022-23
619 613 FY 2019-20 Excise Commissioner, Aligarh, Uttar Pradesh
392 49 FY 2019-20 Excise commissioner, Rajasthan
350 50 FY 2007-08 to FY 2011-12, FY 2016-17 to FY 2022-23 High Court of Bombay
3 FY 2014-15 to FY 2015-16 Rajasthan Tax Board, Ajmer (Rajasthan)
State Excise Act (various states) Excise duty, Storage and privilege fees etc. 56 - FY 2015-16 Excise Commissioner,
Guwahati
43 13 FY 1998-99 High Court of Calcutta
98 38 FY 2011-12 to FY 2015-16 High Court of Bombay at Goa
36 - FY 1999-2000 to FY 2014-15 The Commissioner of
Prohibition and Excise, Chennai
19 5 FY 2008-09 to FY 2012-13 High Court of Madhya Pradesh
8 FY 2017-18 Office of Accountant General, Revenue Audit Wing, Bengaluru
30 - FY 2022-23 Excise Commissioner, Kerala
694 215 FY 2000-01 to FY 2003-04, FY 2004-05 to FY 2018-19, Excise Commissioner, Karnataka
FY 2016-17 to FY 2022-23
The Central Excise Act, 1944 Excise duty/ disallowance of cenvat credit 65 3 FY 2006-07 - FY 2007-08 Commissioner (Appeals), Central Excise
FY 2012-13
FY 2014-15 to FY 2015-16
1 0.35 FY 2007-08 Commissioner (Appeals), Central Excise,
Chandigarh-II
128 - FY 2010-11 to 2016-17 Joint Commissioner, Hyderabad-1
The Finance Service tax 2,192 - 2009-10 to 2011-12 High Court of Bombay
Act, 1994 401 FY 2008-09 to FY 2011-12 Customs, Excise and Service Tax Appellate Tribunal, Bangalore
32 2 FY 2016-17 Assistant Commissioner of Central Excise, Sadashivpet Division
6 0.43 FY 2014-15 Assistant Commissioner, CGST & Central Excise, Bhubaneshwar Commissionerate Orissa
The Central Goods and Services Tax Goods and Services Tax 215 40 FY 2020-21 The Assistant Commissioner of Central tax
Act, 2017 35 24 FY 2017-18 to FY 2021-22 GST Commissioner Appeals (Goa)
29 29 FY 2017-18 to FY 2021-22 GST Additional Commissioner (Appeals), Vijayawada
11 1 FY 2010-11 to 2016-17 Joint Commissioner Hyderabad-1
Sales Tax Act (various statutes) Sales tax/value added tax/Central Sales Tax 677 1,064 FY 2018-19 Joint Commissioner (appeals)of State Tax, Maharashtra GST Department
5,890 2,400 FY 2013-14 to FY 2016-17 CESTAT, New Delhi
397 - FY 2003-04 and FY 2004-05 Supreme Court of India
308 2005-06 to 2008-09, 2016-17 to 2017-18 The West Bengal Sales Tax Appellate and Revisional Board
353 - FY 2010-11 Assessing Officer, VAT, Dhanmad, Jharkhand
Sales Tax Act (various statutes) Sales tax/ value added tax/Central Sales Tax 326 5 FY 2012-13 Assistant Commissioner Tax Evasion, Rajasthan
261 8 FY 2006-07 Joint Commissioner of Sales Tax, Aurangabad, Maharashtra
185 FY 2009-10, 2013-14, 2015-16 Additional Commissioner of Sales Tax, West Bengal
58 58 FY 2007-08 to 2014-15, FY 2019-20 Additional Commissioner Commercial tax, Tamil Nadu
57 20 FY 2011-12 to 2016-17 Telangana High Court
71 71 FY 2013-14 Joint Commissioner of Commercial Taxes (Appeal), Maharashtra
63 FY 2002-03 Joint Excise and Taxation Commissioner (Appeals), Faridabad
10 6 FY 2011-12 to 2013-14 Commissioner of Commercial tax, Bihar
24 4 FY 2008-09 to FY 2010-11, FY 2012-13 Commercial Taxes Tribunal, Bihar
Sales Tax Act (various statutes) Sales tax/ value added tax/ Central Sales Tax 813 FY 2020-21 Deputy Commissioner Commercial Tax Office, Noida, UP (VAT)
3 FY 2020-21 Deputy Commissioner of Commercial Taxes UP (CST)
676 FY 2018-19 to 2021-22 Deputy Commissioner (ST) LTU, Chennai, Tamil Nadu
25 3 FY 2016-17 Joint Commissioner (Commercial Taxes) Appeals, Chennai, Tamil Nadu
730 42 FY 2017-18, FY 2020-21 Senior Joint Commissioner of Commercial Taxes (Appeals) LTU, Kolkata, West Bengal
26,372 FY 2019-20 Deputy Commissioner of state tax, Department of Goods and Services Tax, Maharashtra
The Customs Act, 1962 Levy of customs on import of Nepalese beer 53 - FY 2002-03 High court, Bihar
Employees Provident Fund Act, 1952 Demand raised by PF authorities 2 - FY 2009-10 to FY 2013-14 Regional PF commissioner
24 FY 2009-10 to FY 2011-12 FY 2015-16 Assistant PF Commissioner and Recovery Officer
39 6 FY 2010-11 to FY 2012-13 PF Southern Tribunal
Employees State Insurance Act, Demand raised by ESI authorities 3 FY 2005-06 to FY 2006-07 Regional Director, Employees State Insurance Corporation
1948 24 2 FY 2004-05 to FY 2007-08 Labour Court
Goa Panchayat Raj Act, 1994 Demand raised for Building tax 80 - FY 2019-20 to FY 2022-23 Village Panchayat, Goa
69 69 FY 2019-20 to 2022-23 High Court of Bombay bench at Goa
The Mathadi Act of 1969 Demand for labour charges 27 FY 1993-94 to FY 2006-2007 Court of Honble Civil Judge, Senior Division, 5th Joint Aurangabad
21 - FY 2010-11 to FY 2020-21 Mathadi Board Aurangabad
187 63 FY 2009-10 to FY 2015-16 High Court of Judicature of Bombay Bench at Aurangabad.
Rajasthan Agriculture Produce Market Act, 1961 Mandi Cess 7 FY 2015-16 High Court of Rajasthan
Transfer of Property Act, 1882 Demand for Property tax 61 FY 2020-21 Panvel Municipal Corporation

(viii) According to the information and explanations provided to us, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

(ix) (a) In our opinion, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of

interest thereon to any lender during the year.

(ix) (b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(ix) (c) The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year and hence, reporting under clause (ix)(c) of the Order is not applicable.

(ix) (d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(ix) (e) The Company has not made any investment in or given any new loan or advances to its subsidiary or associate during the year and hence, reporting under clause (ix)(e) of the Order is not applicable. The Company does not have any joint venture.

(ix) (f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiary or

associate company.

(x) (a) The Company has not raised moneys by way of initial public offer/ further public offer (including debt instruments)

during the year and hence, reporting under clause (x)(a) of the Order is not applicable.

(x) (b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible

debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed

or reported during the year.

(xi) (b) To the best of our knowledge, no report under sub-section (12) of Section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(xi) (c) We have taken into consideration the whistle blower complaints received by the Company during the year and upto

the date of this report and provided to us, when performing our audit.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) (a) I n our opinion the Company has an adequate internal audit system commensurate with the size and the nature of

its business.

(xiv) (b) We have considered, the internal audit reports issued to the Company during the year and covering the period upto

March 31, 2024 and the draft of the internal audit reports where issued after the balance sheet date covering the period April 1, 2023 to March 31, 2024 for the period under audit.

(xv) In our opinion, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) (a), (b), (c) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Hence, reporting under clause (xvi)(a), (b) and (c) of the Order is not applicable.

(xvi) (d) The Group does not have any CIC as part of the group and accordingly reporting under clause (xvi)(d) of the Order

is not applicable.

(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(xix) 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 and 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 indicating 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) (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 Act, for the year ended March 31, 2024, in compliance with second proviso to sub section 5 of Section 135 of the Act. This matter has been disclosed in Note 28 to the standalone financial statements.

(xx) (b) In respect of ongoing projects, there were no unspent amounts that are required to be transferred to a Special account before the date of this report and within a period of 30 days from the end of the financial year in compliance with the provision of Section 135(6) of the Act.

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