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Waterbase Ltd Auditor Reports

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Waterbase Ltd Share Price Auditors Report

for the year ended March 31, 2024

To The Members of The Waterbase Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of The Waterbase 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 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, ("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 loss, total comprehensive loss, 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.

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 Matter Auditors Response
1. Recoverability of trade receivables and allowance for credit loss on overdue trade receivables (including dues from customers under legal proceedings) Principal Audit Procedures: Our audit approach was a combination of test of internal controls and substantive procedures including:
The Company has total outstanding trade receivable of Rs. 6,194.61 Lakhs (corresponding allowance for expected credit loss amounts to Rs. 1,939.48 Lakhs) as of March 31, 2024. Gross trade receivables include Rs. 2,174.26 Lakhs of secured receivables as at March 31, 2024. Net trade receivables balance of Rs. 4,255.13 Lakhs is significant to the total assets of the Company (18% of total assets as at March 31, 2024). The gross trade receivables include balance of Rs. 4,696.07 Lakhs lying overdue above the normal credit days allowed to the customers, which in turn includes Rs. 3,708.32 lakhs in respect of which the Company has initiated legal/arbitration proceedings for recovery the amounts due, which proceedings are ongoing. • Understanding the Companys process of assessing the recoverability, review of the customers onboarding and credit monitoring process, monitoring of the legal proceedings and determination of the provisioning for such overdue receivables.
Significant amount of trade receivables has exceeded the stipulated credit period given to the debtors increasing the chance of bad debts and blockage of working capital. • Evaluating the design and implementation and testing the operating effectiveness of the controls relating to managements assessment of recoverability, determination of expected credit loss of overdue trade receivables and monitoring of the legal proceedings, where applicable.
The appropriate valuation of trade receivables is dependent on a number of factors such as age, credit worthiness, intent, ability of counter parties to make payment, the timing/outcome of the legal proceedings and the value of the underlying security received in the form of mortgage of properties from the customers and the ability of the Company to liquidate the same. • Assessing the profile of trade receivables as at March 31, 2024 including test of the key registration / customer onboarding documents on a sample basis and the economic environment applicable to these trade receivables.
The carrying value is adjusted with the allowance for credit loss amount calculated based on the above-mentioned factors, wherein estimates and judgements are involved considering the delay and default risk and hence it has been considered as a key audit matter. • Evaluating the simplified approach applied by the Company to identify lifetime expected credit losses. In doing so, tested the historical provision rates and an evaluation was carried out for the need for it to be adjusted to reflect relevant, reasonable and supportable information about expected recoveries in the future.
Refer to the accounting policies para 2.19 and Note 13 of the Standalone Financial Statement. • Evaluating reasonableness of the method, assumptions and judgements used by the management with respect to recoverability of the customer balances, having regards to nature of the customers, based on information available with the Company and assessment of the intent of the counterparty to make payment based on passage of time, legal proceedings underway, expected valuation and liquidation plan of the security held by the Company and confirmation obtained by the management and determination of expected credit loss of overdue trade receivables, as applicable.
• Obtaining balance confirmation for samples of overdue receivables which are not under legal proceedings covering significant population of such receivables and verifying the reasonableness of the source of such confirmation responses as well and testing reconciliation for differences, if any for the confirmations received. Performing alternative procedures to test occurrence and existence of the receivables as at March 31, 2024 for cases where confirmations where not received.
• For receivables where legal/arbitration proceedings have been initiated, testing the movement in such proceedings during the year, understanding and evaluating the steps taken by the management to track and expedite the receipt of such dues, considering the awards received in favour or against the Company on such proceedings, where applicable and testing the assessment of the management regarding the recoverability of such dues.
• Where securities are available and considered by the management for the purposes of the credit evaluation, testing the underlying mortgage documents including registration thereof, the original title deeds available with the company, copies of the encumbrance certificate, guideline value of such security etc. to ascertain the charge in favour of the Company, on a sample basis.
• Testing the valuation of the underlying security with the valuation reports obtained from the registered valuer, where applicable, and assess reasonableness of the same with reference to the publicly available information in respect of such security and inputs from our internal fair valuation specialists on a sample basis.
• Evaluating disclosures made in the Standalone financial statements.
2 Existence and valuation of Inventory of Processing Plant: Principal audit procedures performed: Our audit approach was a combination of test of internal controls and substantive procedures including:
Inventory of the Company consists primarily of variety of feeds, farm care products, processed shrimps and their raw materials. • Understanding the process followed by the Company with respect to the physical verification of stock at its processing plant and the valuation of such stock.
As on March 31, 2024, the Company has inventory of processed shrimp at its processing plant which had a carrying value of Rs. 4,01779 Lakhs that forms a major part of the total assets of the Company (17% of total assets as on March 31, 2024). The inventory of processed shrimp is valued at the lower of cost and net realizable value. • Evaluating the design and implementation and testing the operating effectiveness of key controls surrounding the physical verification of inventories of processed shrimps by the management and valuation of inventory. This included the enquiries and verification of the additional controls deployed by the management in relation to the existence of the inventory as at March 31, 2024.
The Physical Verification of inventory on March 31, 2024 could not be completed by the management on a timely basis due to over stocking of the inventory in the cold storages where such processed shrimps are stored and therefore, we could not observe such verification of the physical inventory on or around March 31, 2024. The Management completed the physical verification subsequent to the year end in May 2024 and performed a roll back to reconcile the inventory as at March 31, 2024. We were therefore able to physically observe the complete inventory at the processing plant of the Company subsequent to March 31, 2024 in May 2024. • Obtaining the report of the physical verification of inventory at the processing plant by the Management and also the report from the third party appointed by the management post year end for processed shrimps available at plant including the reconciliation of the roll back of the stock to the balance as at March 31, 2024 to reconcile if the details as per such reports were matching to the physical stock considered by the Management for valuation as at March 31, 2024.
Further, the valuation process for the processing plant is largely manual, involves estimation, judgements, and assumptions around determination of: • For Inventories at third party warehouses, obtaining direct confirmations as at March 31, 2024 and also physically inspected such stock at the third party on a sample basis.
• Yield % after processing of shrimps by performing various activities such as Soaking, glazing, etc. • Physically observing the inventory at the processing plant post the year end.
• Testing the rollback reconciliation performed by the Management to arrive at the inventories at the year end by verifying on a sample basis, the following:
• Allocable overheads and their absorption rates. • Sales documents including the documents related to shipment for export purposes.
• Net realisable value of the inventories. • Production records to test the actual production during the period.
Accordingly, testing of the existence and valuation of the year-end inventory balance at the processing plant, is considered to be one of the areas which required significant auditor attention owing to the increased efforts, complexity and judgements involved in the process of the valuation of inventory. Refer Note 2.6 in the Summary of material accounting policies and other explanatory notes and Note 12 to the standalone financial statements. • Purchase records and stock transfer to track the inward movement of inventory to the processing plant and to ascertain if the quantities considered by the management for the roll back reconciliation were appropriate.
• An analysis of the monthly stock levels at the processing plant, the capacity of the cold storage, the stock levels, production and sales during the periods of April and May 2024 to ascertain if the inventory quantities considered in the roll back analysis were reasonable taking into account the normal trends.
• Evaluating reasonableness of the valuation method used and mathematical accuracy.
• Testing the significant assumptions made in the valuation viz., yield rate, overhead allocation and verifying the same against available information with reference to data inputs used by the company to assess the accuracy, reliability, and completeness thereof.

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 including Annexures to Boards Report and Management Discussion and Analysis 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.

• 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

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 (i)(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 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) The modification relating to the maintenance of accounts and other matters connected therewith, is as stated in paragraph (b) above.

g) 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.

h) 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.

i) 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 45(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 45(v) 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 company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that audit trail feature was not enabled for transaction and master tables to log any direct data changes for the year ended March 31, 2024. Refer note 47 to the standalone financial statements.

Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with, in respect of the accounting software for the period for which the audit trail feature was operating.

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 financial year ended March 31, 2024.

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.

For Deloitte Haskins & Sells LLP
Chartered Accountants
Firms Registration No.117366W/W-100018)
R Prasanna Venkatesh
(Partner)
Place: Chennai (Membership No.214045)
Date: May 29, 2024 (UDIN: 24214045BKEKKP7625)

ANNEXURE "A" to the INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(g) 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 The Waterbase Limited ("the Company") as at March 31, 2024 in conjunction with our audit of the standalone Ind AS 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 tostandalone 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 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.

For Deloitte Haskins & Sells LLP
Chartered Accountants
Firms Registration No.117366W/W-100018)
R Prasanna Venkatesh
(Partner)
Place: Chennai (Membership No.214045)
Date: May 29, 2024 (UDIN: 24214045BKEKKP7625)

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 situationof Property, Plant and Equipments and capital work in progress.

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

(i)(b) Some of the Property, Plant and Equipment and capital work-in-progress 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 and capital work-in-progress 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) Based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds of all the immovable properties, disclosed in the standalone financial statements included in Property Plant & Equipment & capital work in progress, are held in the name of the Company as at the balance sheet date. Immovable properties of land and buildings whose title deeds have been pledged as security for loans and guarantees are held in the name of the Company based on the confirmations directly received by us from lenders.

(i)(d) The Company has not revalued any of its property, plant and equipment (including Right of Use assets) 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 according to the 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 at the year-end, written confirmations have been obtained and in respect of goods in transit, the same have been verified from the shipment records obtained from the management at 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 when compared with 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 or financial institutions 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 comprising (stock statements and book debt statements) filed by the Company with such banks or financial institutions are in agreement with the unaudited books of account of the Company of the respective quarters ended June 30, 2023, September 30, 2023 and December 31, 2023. The Company is yet to submit the return/ statement for the quarter ended March 31, 2024, with the banks or financial institutions.

(iii) The Company has made investments in, provided guarantee or security and granted loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year, in respect of which:

(iii)(a) The Company has made investment during the year but has not granted unsecured loans and provided any security or guarantee to any companies/ firms/Limited Liability Partnerships/ other partiesand hence reporting under clause (iii)(c) (d)(e)(f) of the Order is not applicable.

The aggregate amount invested during the year, and balance outstanding at the balance sheet date with respect to such investment are as per the table given below:

Particulars Investment (Rs. in Lakhs)
A. Aggregate amount investment made during the year
- Subsidiary Company 8.00
B. Balance outstanding as at Balance Sheet date in respect of above cases
- Subsidiary Company 13.50

(iii)(b) The investments made during the year are, in our opinion, prima facie, not prejudicial to the Companys interest except as stated above in clause (iii)(a).

(iv) The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as 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 Central Government under section 148(1) of the Companies Act, 2013.

(vii) In respect of_statutory dues:_

(a) Undisputed statutory dues, including Employees State Insurance, Income-tax, Goods and Service Tax, duty of Custom, cess and other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authorities during the year except for few delays in respect of dues towards Provident Fund due to delay in KYC verification.

There were no undisputed amounts payable in respect of Goods and Service tax, Employees State Insurance, Income-tax, Goods and Services Tax, duty of Custom, Professional 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 except for provident fund aggregating Rs.0.87 Lakhs.

(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 Statute Nature of dues Forum where dispute is pending Period to which the amount relates Amount (Rs. in Lakhs)
Customs Act, 1962 Custom Duty Chennai High Court 1995-96 535.36
Central Excise Act, 1944 Central Excise Duty Andhra Pradesh High Court 2001-02 and 2002-03 22.86@
Central Sales Tax Act, 1956 Central Sales Tax Asst. Commissioner (C.T.) (LTU) Nellore 2012-13 2.38
Central Sales Tax Act, 1956 Central Sales Tax Asst. Commissioner (C.T.) (LTU) Nellore 2012-13 9.71#
Finance Act, 1994 (Chapter V) Service Tax (including penalty etc.) Asst. Commissioner (C.T.) 2012-13 to 2014-15 2.99
Goods & Service Tax Act, 2017 Goods & Service Tax Act (including interest and penalty) Additional Commissioner Sales Tax Appeals, Nellore FY 2017-18 to FY 2021-22 539.72$
Income Tax Act, 1961 Income Tax Deputy CIT, Kolkata A. Y. 2010-11 3.10
Income Tax Act, 1961 Income Tax Assistant CIT, Kolkata A. Y. 2012-13 7.55
Income Tax Act, 1961 Income Tax Assistant CIT, Kolkata A. Y. 2013-14 4.73
Income Tax Act, 1961 Income Tax Assistant CIT, Kolkata A. Y. 2014-15 0.32
Income Tax Act, 1961 Income Tax Assistant CIT, Kolkata A. Y. 2015-16 0.25
Income Tax Act, 1961 Income Tax Assistant CIT, Kolkata A. Y. 2018-19 40.23
Income Tax Act, 1961 Income Tax Assistant CIT, Kolkata A. Y. 2019-20 12.22

@ Net of Rs. 34.72 Lakhs paid under protest and Rs. 14.88 Lakhs appropriated by the Department

# Net of Rs. 3.24 Lakhs paid as pre deposit.

$ Net of Rs. 37.46 Lakhs paid under appeal.

(viii) 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 payments of interest thereon to any lender during the year.

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

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

(d) On the overall examination of the standalone 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.

(e) On an overall examination of the standalone 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, associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiary. The Company does not have any joint ventures or associate companies.

(x) (a) The Company has not issued any of its securities (including debt instruments) during the year and hence reporting under clause (x)(a) of the Order is not applicable.

(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._

(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 the report.

(c) As represented by the Management, there was no whistle blower complaints received by the Company during the year (and upto the date of this audit report).

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2020 Order is not applicable._

(xiii) In our opinion, Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements etc. as required by the applicable accounting standards.

(xiv) (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered, the internal audit reports issued to the Company during the year and covering the period upto October 2023 and the draft of the internal audit reports where issued after the balance sheet date covering the period November 2023 to March 2024 for the period under audit.

(xv) In our opinion, during the year the Company has not entered into any non-cash transactions with any of its directors or directors of its holding company, subsidiary company or persons connected with such directors and hence provisions of section 192 of the Companies Act, 2013 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. Hence, reporting under clause (xvi)(a), (b) and (c) of the Order is not applicable.

The Company 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 incurred cash losses amounting to Rs. 239.44 Lakhs in the financial year covered by our audit but had not incurred cash losses in 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 standalone 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) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause (xx) of the Order is not applicable for the year.

(b) There is no amount remaining unspent under subsection (5) of section 135 of the Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance with the provision of sub-section (6) of section 135 of the said Act.

For Deloitte Haskins & Sells LLP
Chartered Accountants
Firms Registration No.117366W/W-100018)
R Prasanna Venkatesh
(Partner)
Place: Chennai (Membership No.214045)
Date: May 29, 2024 (UDIN: 24214045BKEKKP7625)

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