To the Members of WEIZMANN LIMITED
Report on the Audit of the standalone Financial
Statements
Opinion
We have audited the accompanying standalone financial statements of
WEIZMANN LIMITED ("the Company"), which comprise the Balance Sheet as at March
31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that
date, and a summary of the significant accounting policies and other explanatory
information (hereinafter referred to as the "financial statements").
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements give the
information required by the Companies Act, 2013 ("the Act") in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2023,
the profit and total comprehensive income, changes in equity and its cash flows for the
year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing specified under section 143(10) of the Act
(SAs). Our responsibilities under those Standards are further described in the
‘Auditors Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
independence requirements that are relevant to our audit of the financial statements under
the provisions of the Act and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAIs Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the financial statements.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of the current period.
These matters were addressed in the context of our audit of the 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.
i. Valuation of unquoted long term investments
held at fair value
Description of Key Audit Matter:
The valuation of the Companys unquoted long term investments held at
fair value was a key area of audit focus due to the significance of the amount and
complexity involved in the valuation process.
The management makes significant judgements because of the complexity
of the techniques and assumptions used in valuing some of the level 3 investment
securities given the limited external evidence and unobservable market data available to
support the Companys valuations.
The valuation of the level 3 investment securities are dependent on
market conditions and key assumptions made. The determination of these assumptions is
complex and requires the exercise of management judgements.
See Note 1.4 M, Note 3 and Note 41 to the financial statements.
Our response:
• We assessed the design and operating effectiveness of the
Companys key controls supporting the identification, measurement and oversight of
valuation risk of financial assets.
• For valuations which involved significant management judgements,
we evaluated the assumptions, methodologies and models used by the Company.
• We also assess the appropriateness of the methodologies used and
found that these are reasonable in the context of the relevant investments.
• We examined the calculation of the inputs used for substantive
and arithmetical accuracy by performing re calculations wherever required.
Information Other than the standalone Financial
Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the
preparation of the other information. The other information comprises the information
included in the Management Discussion and Analysis, Boards Report including
Annexures to Boards Report, Business Responsibility Report, Corporate Governance and
Shareholders Information, but does not include the financial statements and our
auditors report thereon.
Our opinion on the financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Managements Responsibility 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, total comprehensive income, changes in equity and cash flows of the Company
in accordance with the Ind AS 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 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 financial statements, management is responsible for
assessing the Companys ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the
Companys financial reporting process.
Auditors Responsibilities 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 scepticism 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 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 system in
place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the
going concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant
doubt on the Companys ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors
report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the 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
financial statements.
We communicate with those charged with governance regarding, among
other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we
have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We describe
these matters in our auditors report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020
("the Order") issued by the Central Government in terms of Section 143(11) of
the Act, we give in "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, 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.
c) The Balance Sheet, the Statement of Profit and Loss including Other
Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flow dealt
with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid financial statements comply with the
Ind AS specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
e) On the basis of the written representations received from the
directors as on March 31, 2023 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2023 from being appointed as a director in terms
of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B". Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the Companys internal
financial controls over financial reporting.
g) With respect to the other matters to be included in the
Auditors Report in accordance with the requirements of section 197(16) of the Act,
as amended:
In our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid/ provided by the Company to its directors
during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the
Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, as amended in our opinion and to the best of our information and according to
the explanations given to us:
i. The Company does not have any pending litigations that will impact
its financial position in its 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, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other persons or entities, including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries:
b) The management has represented, that, to the best of its knowledge
and belief, no funds have been received by the Company from any persons or entities,
including foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on audit procedures performed, nothing has come to our
attention that causes us to believe that the representations under sub-clause (i) and (ii)
of Rule 11(e), as provided in (a) and (b) above, contain any material misstatement.
v. The final dividend proposed in the previous year, declared and paid
by the Company during the year is in accordance with section 123 of the Act, as
applicable.
The Board of Directors of the Company have proposed final dividend for
the year which is subject to the approval of the members at the ensuing Annual General
Meeting, The amount of dividend proposed is on accordance with section 123 of the Act, as
applicable.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for
maintaining books of account using accounting software which has a feature of recording
trail (edit log) facility is applicable to the Company with effect from April 1, 2023 and
accordingly reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is
not applicable for the financial year ended March 31, 2023
For BATLIBOI
& PUROHIT |
|
Chartered
Accountants |
|
ICAI Firm
Reg. No.101048W |
|
Atul
Mehta |
Place :
Mumbai |
Partner |
Date :
25th May, 2023 |
Membership
No.015935 |
ICAI UDIN :
23015935BGZEHM5957 |
Annexure - A to the Independent Auditors Report
(The Annexure referred to in paragraph 1 under "Report on Other
Legal and Regulatory
Requirements" section of our report to the Members of Weizmann Ltd
of even date)
(i) (a) (A) The Company has maintained proper records showing full
particulars, including
quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars
of intangible assets.
(b) The Company has a regular programme of physical verification of its
Property, Plant and Equipment by which all items of Property, Plant and Equipment are
verified once in every two years. In our opinion, the periodicity of physical verification
is reasonable having regard to the size of the Company and the nature of its assets.
Pursuant to the said programme, certain items of Property, Plant and Equipment were
physically verified during the year and no material discrepancies were observed on such
verification.
(c) With respect to immovable properties (other than properties where
the Company is the lessee and the lease agreements are duly executed in favour of the
Company) disclosed in the financial statements included in property, plant and equipment,
capital work-in progress, according to the information and explanations given to us and
based on the examination of the registered sale deed / title deed provided to us, we
report that, the title deeds of such immovable properties are held in the name of the
Company as at the balance sheet date.
(d) The Company has not revalued any of its Property, Plant and
Equipment (including Right of Use assets) or intangible assets during the year.
Accordingly, paragraph 3(i)(d) of the Order is not applicable.
(e) According to the information and explanations given to us, no
proceedings have been initiated during the year or are pending against the Company for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and rules made thereunder.
(ii) (a) The management has conducted physical verification of
inventory during the year. In our
opinion, with regards to the nature and size of its inventories, the
coverage and procedure of such physical verification carried out during the year were
appropriate. Discrepancies noted during such physical verification were less than 10% of
respective inventory classes. All discrepancies noted during the year were properly dealt
with in the books of account.
(b) During the year, the Company did not have any sanctioned working
capital limits in excess of five crore rupees, in aggregate, from any banks on the basis
of security of its current assets. Accordingly, clause 3(ii)(b) of the Order is not
applicable.
(iii) During the year, the Company has not made any investments in,
provided any guarantee or security or granted any loans or advances in the nature of
loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any
other parties. Based on the information and explanation given to us, in respect of loans
granted by the Company to the employees during the year (other parties) the details are
given below:
|
Loans (in
lakhs) |
Aggregate
amount granted during the year - other parties |
86.42 |
Balance
outstanding as at Balance sheet date in respect of |
33.64 |
other
parties |
|
(b) In respect of loans outstanding during the year, in our opinion
terms and conditions of the loan granted are, prima facie, not prejudicial to the
Companys interest.
(c ) In respect of loans granted by the Company, the schedule of
repayment of principal and payment of interest has been stipulated and the repayments of
principal amounts and receipts of interest are generally been regular as per stipulation.
(d) In respect of loans granted by the Company, there is no overdue
amount remaining outstanding as at the balance sheet date.
(e) In our opinion and on the basis of information and explanations
given to us, no loans have fallen due during the year. Hence, reporting under clause 3
(iii) (e) is not applicable.
(f) The Company has not granted any loans or advances in the nature of
loans either repayable on demand or without specifying any terms or period of repayment
during the year. Hence, reporting under clause 3(iii)(f) is not applicable.
(iv) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of section 185 and 186 of the
Companies Act 2013 in respect of loans granted, investments made and guarantees and
securities provided as applicable.
(v) According to information and explanations given to us, the Company
has not accepted any deposits from the public in accordance with the provisions of section
73 to 76 or any relevant provisions of the Act and rules framed thereunder. Accordingly,
paragraph 3(v) of the Order is not applicable.
(vi) 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 under section 148(1) of the Act, related to the manufacture of textiles and are of
the opinion that prima facie, the specified accounts and records have been made and
maintained. We have not, however, made a detailed examination of the same.
(vii) (a) According to the information and explanations given to us and
on the basis of our
examination of the records of the Company, amounts deducted/accrued in
the books of account in respect of undisputed statutory dues including Goods and Service
Tax, provident fund, employees state insurance, income-tax, sales-tax, service tax,
duty of customs, duty of excise, value added tax, cess and other material statutory dues
have been regularly deposited during the year by the Company with the appropriate
authorities.
(b) According to the information and explanations given to us, no
undisputed statutory dues referred above were in arrears as at March 31, 2023 for a period
of more than six months from the date they became payable.
(c) According to the information and explanations given to us by the
Company and on the basis of our examination of the books of account and the record, there
are no dues of Sales Tax, Service Tax, Goods and service tax, Income tax, Duty of Customs,
Duty of Excise and Value added tax outstanding on account of any dispute.
(viii) According to the information and explanations given to us, no
transactions have been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (43 of 1961) which was not recorded in the
books of account. Accordingly, paragraph 3(viii) of the Order is not applicable.
(ix) (a) According to the information and explanations given to us and
on the basis of our audit
procedures, the Company has not defaulted in repayment of loans or
other borrowings or in the payment of interest thereon to any lender.
(b) According to the information and explanations given to us and on
the basis of our audit procedures, the Company has not been declared wilful defaulter by
any bank or financial institution or government or any government authority.
(c) According to the information and explanations given to us, term
loans were applied for the purpose for which the loans were obtained.
(d) In our opinion and according to the information and explanations
given to us and based on the audit procedures performed by us, no funds raised on short
term basis have been used for long term purposes by the Company.
(e) 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 Associate.
(f) The Company has not raised any funds during the year on the pledge
of securities held in the associate Company and hence reporting on clause 3 (ix)(f) of the
Order is not applicable.
(x) (a) According to the information and explanations given to us and
based on the audit
procedures performed by us, the Company did not raise any money by way
of initial public offer or further public offer (including debt instruments) during the
year. Accordingly, paragraph 3(ix)(a) of the Order is not applicable.
(b) According to the information and explanations given to us and based
on our examination of the records of the Company, the Company has not made any
preferential allotment or private placement of shares or convertible debentures (fully,
partly or optionally) during the year.
(xi) (a) According to the information and explanations given to us, no
fraud by the company or
any fraud on the company has been noticed or reported during the year.
(b) According to the information and explanations given to us and based
on the audit procedures performed by us, no report under sub-section (12) of section 143
of the Companies Act in Form ADT-4 as prescribed under rule 13 of Companies (Audit and
Auditors) Rules, 2014 was filed with the Central Government during the year or up to the
date of the Report.
(c) As represented to us by the management, no whistle blower
complaints were received by the Company during the year.
(xii) In our opinion and according to the information and explanations
given to us, the Company is not a ‘nidhi company and it has not accepted any
deposits. Accordingly, paragraph 3(xii)(a), paragraph 3(xii)(b) and paragraph 3(xii)(c) of
the Order is not applicable.
(xiii) According to the information and explanations given to us and
based on the audit procedures performed by us, transactions with the related parties
during the year were in compliance with sections 188 of the Act where applicable and
details of such transactions have been disclosed in the Ind AS financial statements as
required by the applicable accounting standards. Provisions of Section 177 of the Act are
not applicable to the Company.
(xiv) (a) In our opinion and based on our examination, the company has
an internal audit system,
however it needs to strengthened to be commensurate with the size and
nature of its business.
(b) We have considered the internal audit reports for the year under
audit, issued to the company during the year and till date in determining the nature,
timing and extent of our audit procedures.
(xv) According to the information and explanations given to us and
based on the audit procedures performed by us, the Company has not entered into non-cash
transactions with directors or persons connected with him. Accordingly, provisions of
section 192 of the Act and paragraph 3(xv) of the Order are not applicable.
(xvi) (a) The Company is not required to be registered under section
45-IA of the Reserve Bank of
India Act 1934. Accordingly, paragraph 3(xvi)(a) of the Order is not
applicable.
(b) According to the information and explanations given to us and based
on audit procedures performed by us, the Company has not conducted any Non-Banking
Financial or Housing Finance activities during the year. Accordingly, paragraph 3(xvi)(b)
of the Order is not applicable.
(c) In our opinion and according to the information and explanations
given to us, the company is not a Core Investment Company (CIC) as defined in the
regulations made by the Reserve Bank of India. Accordingly, paragraph 3(xvi)(c) of the
Order is not applicable.
(d) According to the information and explanations given to us, the
Group (as defined the Core Investment Companies (Reserve Bank) Direction 2016) does not
have any Core Investment Company (‘CIC) as part of the Group. Accordingly,
paragraph 3(xvi)(d) of the Order is not applicable.
(xvii) According to the information and explanations given to us, the
Company has not incurred cash losses in the current financial year and in the immediately
preceding financial year.
(xviii) There has been no resignation of the statutory auditors during
the year. Accordingly, paragraph 3(xviii) of the Order is not applicable.
(xix) According to the information and explanations given to us and on
the basis of the financial ratios, ageing and expected dates of realization of financial
assets and payment of financial liabilities, other information accompanying the financial
statements, our knowledge of the Board of Directors and management plans and based on our
examination of the evidence supporting the assumptions, nothing has come to our attention,
which causes us to believe that any material uncertainty exists as on the date of the
audit report that 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) According to the information and explanations given to us and
based on audit procedures
performed by us, the Company was not required to spent any amount in
terms of Section 135 of the Act during the year. Accordingly, second proviso to
sub-section (5) of section 135 of the said Act and paragraph 3(xx)(a) of the Order is not
applicable.
(b) According to the information and explanations given to us and based
on audit procedures performed by us, the Company did not have any ongoing project in terms
of Section 135 of the Act during the year. Accordingly, provision of sub-section (6) of
section 135 of the said Act and paragraph 3(xx)(b) of the Order is not applicable.
(xxi) This Report is issued on the standalone financial statements of
the Company. Accordingly, paragraph 3(xxi) of the Order is not applicable.
For BATLIBOI & PUROHIT
Chartered Accountants
ICAI Firm Reg. No.101048W
Atul Mehta
Partner
Membership No. 015935
Place: Mumbai
Date: May 25, 2023
ICAI UDIN: 23015935BGZEHM5957
+91-9892691696
