varun beverages ltd share price Auditors report


To the Members of Varun Beverages Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Varun Beverages Limited (‘the Company), which comprise the Balance Sheet as at 31 December 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 December 2022, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘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 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.

Key Audit Matters

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

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

Key audit matter How our audit addressed the key audit matter
Impairment assessment of intangible assets including Goodwill Our audit procedures included, but were not limited, to the following:
(Refer note 3.5 for accounting policies on intangibles assets and note 5 to the standalone financial statements) Obtained an understanding of the managements process for identification of cash generating unit and processes performed by the management for their impairment testing;
The Company carries Goodwill and franchise rights as intangible assets having indefinite life amounting to INR 19.40 million and INR 5,385.99 million respectively, that are required to be tested for impairment by the management on an annual basis in accordance with Ind Assessed the process by which management prepared its cash flow forecasts and held discussions with management to understand the assumptions used and estimates made by them for determining such projections;
AS 36, Impairment of Assets.
The aforesaid assessment of the impairment testing involves significant judgement around the determination of the recoverable amounts, being the higher of value in use and fair value less costs of disposal. Recoverable amounts are based on managements view of the future cash flows and prospects of the business, the appropriate discount rates and other industry specific risk factors. Tested the design and operating effectiveness of internal controls over such identification and impairment test procedures;
Assessed the appropriateness of the Companys accounting policies, including those relating to recognition, measurement and impairment of intangibles by comparing with the applicable Ind AS;
The key judgements in determining the recoverable amounts relates to the forecast of future cash flows based on strategy using macroeconomic assumptions such as industry growth, inflation and expected growth in market share, capital expenditure and working capital requirements, among others. Reviewed the valuation report obtained by the management from an independent valuer for Franchise rights and assessed the professional competence, skills and objectivity for performing the required valuations;
Changes in the management forecasts or assumptions can impact the assessment of the discounted cash flows. Assessed the appropriateness of the significant assumptions as well as the Companys valuation model with the support of auditors valuation specialists, who assess the reasonableness of assumptions used and valuation methodology applied relating to discount rate, risk premium, industry growth rate etc. This included a discussion of the expected development of the business and results as well as of the underlying assumptions used with those responsible for the planning process.
Considering the materiality of the amounts involved and significant degree of judgement and subjectivity involved in the estimates and key assumptions used in determining the forecasted cash flows used in the impairment evaluation, which are dependent on current and future economic factors and trading conditions varying for different economic and geographical
territories, impairment assessment of Goodwill and the Franchise rights was determined as a key audit matter. Assessed the robustness of financial projections prepared by the management by comparing projections for previous financial years with actual results realised and discussed significant deviations, if any, with the management;
Tested mathematical accuracy of the projections and performed a sensitivity analysis for reasonably possible changes in the sales growth, discount rate applied and the long-term growth rate; and Evaluated the adequacy and appropriateness of disclosures made by the Company in the standalone financial statements, as required by the applicable provisions of the Act and Ind AS.
Claims, Appeals and Litigations – provisions and contingent liabilities Our audit procedures included, but were not limited to, the following:
(Refer note 41 to the standalone financial statements for the amounts of contingent liabilities) Assessed the appropriateness of the Companys accounting policies relating to provisions and contingent liabilities with the applicable accounting standards;
The Company is involved in various direct, indirect tax and other claims, appeals and litigations (hereafter, referred to as "Matters") that are pending with different statutory authorities and judicial courts. Assessed the Companys process and the underlying controls for identification of the pending matters and completeness for financial reporting and also for monitoring of significant developments in relation to such pending matters;
The management exercises significant judgement for determining the need for and the amount of provisions, for any liabilities, arising from these matters.
Assessed the managements assumptions and estimates in respect of matters, including the liabilities or provisions recognised or contingent liabilities disclosed in the standalone financial statements. This involved assessing the probability of an unfavorable outcome of a given proceeding and the reliability of estimates of related amounts based on the various legal counsels opinions received by the Company;
This judgement is dependent on a number of significant assumptions and evaluations which involves interpreting the various applicable rules, regulations, practices and considering precedents in the various jurisdictions including the opinions received from various legal counsels. Assessed the managements conclusions through understanding relevant judicial precedents in similar cases and the applicable rules and regulations and through a discussion with Companys legal department and legal counsels appointed by the Company;
This matter is considered as a key audit matter, in view of the uncertainty regarding the outcome of these matters, the significance of the amounts involved and the subjectivity involved in managements judgement as to whether any amount should be recognised as a provision or be disclosed or not as a contingent liability in the standalone financial statements. Obtained legal opinions and confirmation on completeness from the Companys external legal counsels, where appropriate;
Engaged auditors experts to gain an understanding of the current status of matters and changes in the disputes, if any, through discussions with the management and by reading external advice received by the Company, where relevant, to validate managements conclusions; and
Assessed the appropriateness of the Companys description of the accounting policy, disclosures related to matters and whether these are adequately presented in the standalone financial statements.

Information other than the Financial Statements and Auditors Report thereon

6. The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Report on Corporate Governance and Directors Report, but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of DirectorsareresponsibleforassessingtheCompanys 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.

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

Auditors Responsibilities for the Audit of the Standalone Financial Statements

10. 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 Standards on Auditing 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 financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act 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 whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

Conclude on the appropriateness of Board of Directors 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;

12. 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.

13. 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.

14. 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.

Other matter

15. The standalone financial statements of the Company for the year ended 31 December 2021 were audited by the predecessor joint auditor, APAS & Co LLP, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 03 February 2022.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

17. 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 I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

18. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 December 2022 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 financial statements of the Company as on 31 December 2022 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 41 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 December 2022;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 December 2022.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 December 2022; and

iv. a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the 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 (‘the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (‘the 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; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

d. The interim dividend declared and paid by the Company during the year ended 31 December 2022 and until the date of this audit report is in compliance with section 123 of the Act.

For Walker Chandiok & Co LLP For O P Bagla & Co LLP
Chartered Accountants Chartered Accountants
Firm Registration No.: Firm Registration No.:
001076N/N500013 000018N/N500091
Ashish Gupta Neeraj Kumar Agarwal
Partner Partner
Membership No. 504662 Membership No. 094155
UDIN: UDIN:
23504662BGWGCI3791 23094155BGXOOP5095
Place: Gurugram Place: Gurugram
Date: 06 February 2023 Date: 06 February 2023
L-41, Connaught Place, B-225, 5th Floor,
New Delhi 110001 Okhla Industrial Area,
Phase 1, New Delhi 110020

Annexure I referred to in Paragraph 17 of the Independent Auditors Report of even date to the members of Varun Beverages Limited on the standalone financial statements for the year ended 31 December 2022

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 report that:

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and right of use assets.

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

(b) The property, plant and equipment and right of use assets other than refrigerators (visi coolers) and containers lying with third parties have been physically verified by the management during the year and no material discrepancies were noticed on such verification. The company has a regular program of physical verification of refrigerators (visi coolers) under which such property, plant and equipment are verified in phased manner over a period of three years and no material discrepancies were noticed on such verification. According to the information and explanations given to us, the existence of containers lying with third parties is considered on the basis of the confirmations obtained from such third parties. In our opinion, the frequency of physical verification programme adopted by the Company, is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note 4A to the standalone financial statements are held in the name of the Company.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.

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

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for goods in transit. In our opinion, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to book records.

(b) As disclosed in note 19 to the standalone financial statements, the Company has been sanctioned a working capital limit in excess of Rs 50 million by banks based on the security of current assets. The quarterly statements, in respect of the working capital limits have been filed by the Company with such banks and such statements are in agreement with the books of account of the Company for the respective periods, which were not subject to audit.

(iii) (a) The Company has made investments in and provided loans or guarantee, to Subsidiaries and others during the year as per details given below: (Amount in Rs million)

Particulars Guarantees Security Loans Advances in nature of loans
Aggregate amount provided/granted during the year:
- Subsidiaries 2,046.12 - 2,110.12 -
- Joint Ventures - - - -
- Associates - - - -
- Others
Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiaries 2,046.12 - 2,135.88* -
- Joint Ventures - - - -
- Associates - - - -
- Others - - - -

*includes foreign exchange fluctuation.

(b) In our opinion, and according to the information and explanations given to us, the investments made, guarantees provided, and terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are, prima facie, not prejudicial to the interest of the Company.

(c) In respect of loans and advances in the nature of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and the repayments/receipts of principal and interest are regular.

(d) There is no overdue amount in respect of loans or advances in the nature of loans granted to such companies, firms, LLPs or other parties.

(e) The Company has granted loan which had fallen due during the year and such loan was renewed during the year. The details of the same has been given below: (Amount in Rs million)

Name of the party Total loan amount granted during the year Aggregate amount of overdues of existing loans renewed Nature of extension Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Varun Beverages (Zambia) Limited 211.34 211.34 Extension of loan 10.02%

(f) The Company has not granted any loans or advances in the nature of loans, which are repayable on demand or without specifying any terms or period of repayment.

(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Act in respect of loans and investments made and guarantees provided by it, as applicable. Further in our opinion the Company has not entered into any transaction covered under section 185 and section 186 of the Act in respect of security provided by it.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there are no amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the

Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act in respect of the products of the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable

(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the statutetd> Nature of dues Gross Amount (Rs million)

Amount paid under protest (Rs million)

Period to which the amount relates Forum where dispute is pending
Central Excise Act, 1944 Central Excise 24.41

1.12

April 2016 to June 2017 CESTAT, New Delhi
Central Excise Act, 1944 Central Excise 0.20

0.03

September 2014 - June 2015 Commissioner (Appeal), Meerut
Central Excise Act, 1944 Central Excise 11.89

0.89

April 2012 to December 2015 CESTAT, New Delhi
Central Excise Act, 1944 Central Excise 11.39

-

March 2011 to March 2013 Honourable Rajasthan High Court, Jaipur
Central Excise Act, 1944 Central Excise 3.51

-

July 2014 to August 2014 CESTAT, Kolkata
Central Excise Act, 1944 Central Excise 1.27

0.13

2014-2015 CESTAT, Allahabad
Central Excise Act, 1944 Central Excise 0.16

-

March 2015 to October 2015 Joint Commissioner, Panchkula
Central Excise Act, 1944 Central Excise 0.58

-

March 2015 to January 2016 CESTAT, Chandigarh
Central Excise Act, 1944 Central Excise 13.69

0.68

April 2014 to February 2015 Office of the Commissioner of Central Tax, Panchkula
Central Excise Act, 1944 Central Excise 0.12

-

February 2016 to March 2017 Office of the Commissioner of Central Excise, Sonepat
Central Excise Act, 1944 Central Excise 0.26

-

April 2017 to June 2018 Office of the Commissioner of Central Excise, Sonepat
The Custom Act, 1962 Custom Act 90.75

3.41

Jan 2017- Dec 2018 CESTAT, Mumbai
The Goa Tax on Entry of Goods Act, 2000 Entry Tax 2.39 - 2017-18 Assistant Commissioner of Commercial Taxes, Margoa
The Punjab Tax On Entry of Goods Into Local Areas Act, 2000 Entry Tax 28.77 - 2016-17 Honourable High Court of Punjab and Haryana - Chandigarh
The Rajasthan Goods and Services Tax Act, 2017 GST 0.10 0.10 Dec 2020 Assistant Commissioner, Jaipur
The Rajasthan Goods and Services Tax Act, 2017 GST 19.41 - July-2017 to March-2018 Deputy Commissioner Rajasthan
The Madhya Pradesh Goods & Services Tax Act, 2017 GST 0.10 0.10 2019- 2020 Additional Commissioner, Indore
The Bihar Goods & Services Tax Act, 2017 GST 0.16 0.10 2022-2023 Additional Commissioner, Patna
The Bihar Goods & Services Tax Act, 2017 GST 0.31 0.31 2021-2022 Additional Commissioner, Patna
The Chhattisgarh Goods & Services Tax Act, 2017 GST 1.50 0.08 2018-2019 Additional Appeal Commissioner, Raipur
The Delhi Goods and Services Tax Act, 2017 GST 0.40 0.40 March 2020 Additional Commissioner, Noida
The Uttar Pradesh Goods and Services Tax Act, 2017 GST 1.61 1.61 June 2018 -October 2022 Additional Commissioner, Ghaziabad
The Gujarat Goods and Services Tax Act, 2017 GST 0.48 0.48 Mar 2020 and Apr 2021 Assistant Commissioner, Gujrat
The Jharkhand Goods & Services Tax Act, 2017 GST 0.11 0.11 2021-2022 Additional Commissioner, Ranchi
The Rajasthan Goods and Services Tax Act, 2017 GST 0.30 0.30 2019-2020 Appellate Authority-I Commercial Taxes Jaipur
The Kerela Goods and Services Tax Act, 2017 GST 0.38 0.38 2019-2022 Assistant Commissioner, Palakkad
The Karnataka Goods & Services Tax Act, 2017 GST 0.22 0.22 2022-2023 Deputy Commissioner, Bengaluru
The Karnataka Goods & Services Tax Act, 2017 GST 0.11 0.11 2020-2021 Additional Commissioner, Bengaluru
The Haryana Goods and Services Tax Act, 2017 GST 0.20 0.20 July 2019 Assistant Commissioner, Faridabad
The Odisha Goods and Services Tax Act, 2017 GST 0.18 0.18 March 2020 Assistant Commissioner, Odisha
The Haryana Goods and Services Tax Act, 2017 GST 0.64

0.64

September 2019 and June 2020 Additional Commissioner, Panchkula
Punjab Goods and Services Tax Act, 2017 GST 0.04

0.04

November 2022 Assistant Commissioner, GST Jalandhar
The Uttar Pradesh Goods and Services Tax Act, 2017 GST 0.08

0.08

2022-23 Assistant Commissioner
The Telangana Goods and Services Tax Act, 2017 GST 0.04

0.04

December 2019 Assistant Commissioner, Sangareddy
The Tamil Nadu Goods and Services Tax Act, 2017 GST 0.33

0.33

2019-2021 Assistant Commissioner, Tamil Nadu
The Uttarakhand Value Added Tax Act, 2005 Value Added Tax 3.86

0.50

2015-2016 Honourable High court of Uttrakhand
The Uttarakhand Value Added Tax Act, 2005 Value Added Tax 11.16

0.50

2016-2017 Honourable High court of Uttrakhand
The Uttarakhand Value Added Tax Act, 2005 Value Added Tax 5.75

-

2017-2018 Deputy Commissioner of Sale Tax, Roorkee
The Uttarakhand Value Added Tax Act, 2005 Value Added Tax 0.14

0.14

April 2012 Joint Commissioner (Appeal) Dehradun
The Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 0.38

0.38

2009-10, May 2015 and June 2016 Deputy Commissioner (Appeal), Jaipur
Rajasthan Value Added Tax Act, 2003 Value Added Tax 582.46

16.75

2010-2015 Honourable Rajasthan High Court - Jaipur
The Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 0.10

0.10

2010-2011 Joint Commissioner, Kanpur
West Bengal Value Added Tax Act, 2003 Value Added Tax 0.96

0.47

April 2016- September 2016 West Bengal,Tribunal
West Bengal Value Added Tax Act, 2003 Value Added Tax 1.21

0.51

July 2012 and September 2013, January 2015 and September 15 West Bengal,Tribunal
Punjab Value Added Tax Act, 2005 Value Added Tax 0.18

-

June 2015 The Deputy Excise and Taxation Commissioner (Appeals) cum Joint Director (Investigation), Mohali
Punjab Value Added Tax Act, 2005 Value Added Tax 0.19

0.14

July 2016 The Deputy Excise and Taxation Commissioner (Appeals) cum Joint Director (Enforcement), Bathinda
Punjab Value Added Tax Act, 2005 Value Added Tax

0.13

0.03

August 2016 The Deputy Excise and Taxation Commissioner (Appeals) cum Joint Director (Enforcement), Jalandhar
The Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax

1.52

0.11

2001-2002 Additional Commissioner (Appeals), Ghaziabad
The Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax

14.17

-

2007-2011 Additional Commissioner, Ghaziabad
The Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax

4.48

4.48

2011-2012 Tribunal Bench, Ghaziabad
Income-Tax Act, 1961 Income Tax

43.32

-

A.Y. 2008-09 Honourable Supreme court of India
Income-Tax Act, 1961 Income Tax

39.00

-

AY 2012-13 Income Tax Appellate Tribunal, New Delhi
Income-Tax Act, 1961 Income Tax

1.03

0.21

AY 2020-21 Commissioner Income Tax (Appeals), New Delhi
Income-Tax Act, 1961 Income Tax

24.20

-

AY 2016-17 Commissioner Income Tax (Appeals), New Delhi
Income-Tax Act, 1961 Income Tax

11.85

-

AY 2017-18 Commissioner Income Tax (Appeals), New Delhi
Income-Tax Act, 1961 Income Tax

24.97

-

AY 2018-19 Commissioner Income Tax (Appeals), New Delhi
Rajasthan State Agriculture Produce Market Act, 1961 Mandi Tax

185.30

0.48

April 2005 – December 2022 Honourable Supreme court of India
Goa Non-Biodegradable Garbage (Control) Act, 1996 (Act 5 of 1997) Cess

87.07

-

April 2014 to December 2022 Honourable High court of Bombay, Panaji

(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been previously recorded in the books of accounts.

(ix) (a) According to the information and explanations given to us, the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender.

(b) Accordingtotheinformationandexplanations given to us including confirmations received from banks representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us, money raised by way of term loans were applied for the purposes for which these were obtained.

(d) In our opinion and according to the information and explanations given to us, and on an overall examination of the financial statements of the Company, funds raised by the Company on short term basis have, prima facie, not been utilised for long term purposes.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associate or joint venture.

(f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint venture or associate companies.

(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) 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, partially or optionally) convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company has been noticed or reported during the period covered by our audit.

(b) According to the information and explanations given to us including the representation made to us by the management of the Company, no report under sub-section 12 of section 143 of the Act 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 for the period covered by our audit.

(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 of the Act.

(xiv) (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system as per the provisions of section 138 of the Act which is commensurate with the size and nature of its business.

(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, reporting under clause 3(xv) of the Order with respect to compliance with the provisions of section 192 of the Act are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clauses 3(xvi)(a), (b) and (c) of the Order are not applicable to the Company.

(d) Based on the information and explanations given to us and as represented by the management of the Company, the Group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016) has only one CIC as part of the Group.

(xvii) The Company has not incurred any cash losses in the current financial year as well as the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under 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, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the plans of the Board of Directors and management 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) According to the information and explanations given to us, the Company does not have any unspent amounts towards Corporate Social Responsibility in respect of any ongoing or other than ongoing project as at the end of the financial year. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

For Walker Chandiok & Co LLP For O P Bagla & Co LLP
Chartered Accountants Chartered Accountants
Firm Registration No.: Firm Registration No.:
001076N/N500013 000018N/N500091
Ashish Gupta Neeraj Kumar Agarwal
Partner Partner
Membership No. 504662 Membership No. 094155
UDIN: UDIN:
23504662BGWGCI3791 23094155BGXOOP5095
Place: Gurugram Place: Gurugram
Date: 06 February 2023 Date: 06 February 2023
L-41, Connaught Place, B-225, 5th Floor,
New Delhi 110001 Okhla Industrial Area,
Phase 1, New Delhi 110020

Annexure II

Independent Auditors Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of

Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act)

1. In conjunction with our audit of the standalone financial statements of Varun Beverages Limited (‘the Company) as at and for the year ended 31 December 2022, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls 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 (‘the Guidance Note) issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys 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 Act.

Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conductedourauditinaccordancewiththeStandards on Auditing issued by the Institute of Chartered Accountants of India (‘ICAI) prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the Guidance Note) 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 financial statements were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, 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.

5. 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 financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include 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 Financial Statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 December 2022, based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP For O P Bagla & Co LLP
Chartered Accountants Chartered Accountants
Firm Registration No.: Firm Registration No.:
001076N/N500013 000018N/N500091
Ashish Gupta Neeraj Kumar Agarwal
Partner Partner
Membership No. 504662 Membership No. 094155
UDIN: UDIN:
23504662BGWGCI3791 23094155BGXOOP5095
Place: Gurugram Place: Gurugram
Date: 06 February 2023 Date: 06 February 2023
L-41, Connaught Place, B-225, 5th Floor,
New Delhi 110001 Okhla Industrial Area,
Phase 1, New Delhi 110020