TOTHE MEMBERS OF
WINSOME BREWERIES LIMITED
Report on the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone financial statements of WINSOME
BREWERIES LIMITED {"the Company"), which comprisethe 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 standalonefinancial 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 undersection
133 of theAct 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 Loss and total
comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Basis forOpinion
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 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 independence
requirements that are relevant to our audit of the standalone financial statements under
the provisions of theAct andthe Rules madethereunder, and we havefulfilled ourother
ethical responsibilities in accordance with these requirements andthe 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 standalonefinancial 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 ofthe current period.
These matters were addressed in the context of our audit ofthe standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We do not consider any matter to be key audit matter to
be communicated in our report for theyearunderaudit.
Information Otherttian the Standalone Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the preparation ofthe 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 standalonefinancial statements and our auditors report thereon.
Our opinion on the standalone financial statements does not cover the other information
and we do not express anyform of assurance conclusion thereon. In connection with our
audit of the standalone financial statements, ourresponsibility isto read the otherinf
ormation and, in doing so, considerwhetherthe 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 thatfact. 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 ofthe 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 ofthe accounting records,
relevant to the preparation and presentation ofthe standalone financial statements that
give a true and fairview and are free from material misstatement, whether duetofraud or
error.
In preparing the standalone financial statements, management is responsible for
assessing the Companys ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company orto cease operations, or has no
realistic alternative but to do so.
The Board of Directors are responsiblefor overseeing the Companys financial reporting
process.
Auditors ResponsibilitiesfortheAudit 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 inthe aggregate,
they could reasonably be expected to influence the economic decisions of users taken on
the basis of these standalonefinancial 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 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 higherthan for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or theoverride 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) oftheAct, we arealso responsible for expressing ouropinion on whether theCompany
has adequateinternal 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 standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained upto 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 standalonefinancial
statements represent the underlying transactions and events in a mannerthat achieves fair
presentation.
Materiality is the magnitude of misstatements in the standalone financial statements
that, individually orin aggregate, makes it probablethatthe 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 thatwe 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 thoughtto 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 standalonefinancial 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 ourreport because the adverse consequences of doing so would reasonably be
expected to outweigh thepublic 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) oftheAct, we give in
"Annexure I" a statement on the matters specified in paragraphs 3 and 4 of the
Order.
2. As required by Section 143(3) oftheAct, based on ourauditwereportthat:
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 ouropinion, 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 Flowdealtwith by this
Reportare in agreementwith the relevant books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under Section 133 oftheAct, read with Rule 7 of theCompanies (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 thedirectors is disqualified as
on March 31,2023from being appointed as a directorin terms of Section 164 (2) oftheAct.
f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls,
refertoourseparate Report in "Annexure II". Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the Companys internal financial
controls overfinancial reporting.
g) With respect to the other matters to be included in the Auditors Report in
accordance with the requirements of section 197(16) oftheAct, 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 oftheAct.
h) WithrespecttotheothermatterstobeindudedintheAuditors Report in accordance with Rule
11 oftheCompanies(AuditandAuditors) 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 32 to thefinancial statements.
ii. The Company has made provision, as required undertheapplicable law or accounting
standards, formaterial foreseeable losses, if any, on long-term contracts including
derivative contracts.
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 Managementhas represented that, tothe best of its knowledge and belief, no
funds {which are material either individually or in the aggregate) have been advanced or
loaned or invested (eitherfrom borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person or entity, including foreign
entity {"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
thelikeonbehalfofthe Ultimate Beneficiaries;
(b) The Management has represented, that, tothe best of its knowledge and belief, no
funds {which are material either individually or in the aggregate) have been received by
the Company from any person or entity, including foreign entity {"Funding
Parties"), with the understanding, whether recorded in writing or otherwise, thatthe
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 likeon
behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures 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 proposed, declared orpaid any dividend during the year under
audit.
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 audittrail (edit
log) facility is applicable to the Company with effectfrom April 1,2023, and accordingly,
reporting under Rule 11 (g) of Companies (Audit and Auditors) Rules, 2014 is
notapplicableforthefinancial year ended March 31,2023.
ANNEXURE-1 TO THE INDEPENDENT AUDITORS REPORT
Based on the audit procedures performed for the purpose of reporting a true and fair
view on the financial statements of the Company and taking into consideration the
information and explanations given to us and the books of account and other records
examined by us in the normal course of audit, and tothe best of our knowledge and belief,
we report that:
i) In respectofits fixed assets:
(a) (A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment.
(B) The Company does not own any intangible asset, hence reporting under clause
3(i)(a)(B) of the Order is not applicable.
(b) As explained to us, fixed assets have been physically verified by the management in
a phased periodical manner, which in our opinion is reasonable, having regard to thesize
of theCompany and nature of its assets. As informed to us no material discrepancies were
noticed on such physical verification.
(c) Title deeds in respect of all immovable properties areheldinthe name of thecompany.
(d) The Company has not revalued any of its Property, Plant and Equipment (including
right-of-use assets) and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending against the
Company as at March 31, 2023 for holding any benami property underthe Benami Transactions
(Prohibition) Act, 1988 (as amended in 2016) and rules madethereunder.
ii) (a) The Company does not have any inventory or manufacturing activities during the
year under audit and hence reporting under clause 3(ii)(a) of the Order is not applicable.
(b) The Company has not been sanctioned working capital limits in excess of1
5 crore, in aggregate, at any points of time during the year, from banks or financial
institutions on thebasis of security of current assets and hence reporting under clause
3(ii)(b) oftheOrderis notapplicable.
iii) The Company has made investments in, companies, firms, Limited Liability
Partnerships, and granted unsecured loans to other parties, during the year, in respect
ofwhich:
(a) TheCompany has not provided any loans or advances in the nature of loans, however
outstanding interest amounting to Rs. 21.36 lacs has been added tothe loan amount.
(b) In our opinion, the investments made, guarantees provided and the terms and
conditions of the grant of all loans and advances in the nature of loans and guarantees
provided, during the year 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 regularas 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) No loan granted by the Company which has fallen due during the year, has been
renewed or extended or fresh loans granted to settle the over dues of existing loans given
to the same parties.
(f) As per the information and explanation provided to us, 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) According to the information and explanations given to us, the company has complied
with the provisions of Section 185 and 186, wherever applicable, in respect of loans given
and investments made by the company. We are informed that the company has not provided any
guarantee or security during the year.
v) The Company has not accepted any deposit or amounts which are deemed to be deposits.
Hence, reporting under clause 3{v) of the Order is not applicable.
vi) The Central Government has prescribed the maintenance of cost records under
sub-section (I) of section 148 of the Companies Act, in respect of certain Companies. We
have been explained that during the year, there are no manufacturing activities, hence no
cost records have been maintained.
vii) a) As per information and explanations given to us, the company is generally
regular in depositing undisputed statutory dues including provident fund, employees state
insurance, income-tax, service tax, goods and service tax, duty of customs, duty of
excise, value added tax, cess and any other statutory dues with the appropriate
authorities. As informed to us there are no outstanding statutory dues in arrears as at
the last day of the financial yearcon cemed for a period of more than six months from the
datethey became payable,
b) We have been informed that following disputed demands have not been deposited on
account of pending appeals:
| Nature of the dues |
Amount of Demand |
Amount Paid under Protest |
Balance Amount |
Forum where appeal is pending |
|
(Rs.) |
(Rs.) |
(Rs.) |
|
| State Excise duty |
30.50 |
0.00 |
30.50 |
Revenue Board |
| State Excise duty |
1.25 |
0.93 |
0.32 |
Honorable High Court of Rajasthan |
| Service Tax |
2970.43 |
344.86 |
2625.57 |
CESTAT, New Delhi |
viii) There were no transactions relating to previously unrecorded income that have
been surrendered or disclosed as income during the year in the tax assessments underthe
Income TaxAct, 1961 (43 of 1961).
ix) (a) As per Information and explanation given to us, the company has not defaulted
in repayment of loans or other borrowings or in the payment of interest thereon to any
lender.
(b) The Company has notbeen declared willful defaulterby any bankorfinancial
institution or government or any government authority.
(c) The loan obtained by the company during the yearhave been applied forthe purpose
forwhich the loans were obtained.
(d) On an overall examination of the financial statements of the Company, funds raised
on short-term basis have, prima facie, not been used during the year for long-term
purposes by the Company.
(e) The company does not have subsidiary/ Joint Venture, hence clause 3{ix)(e) &
(f) of the order are not applicable.
x) (a) The Company has not raised moneys by way of initial public offer or further
public offer (including debt instruments) during the year and hence reporting under clause
3(x)(a) ofthe Order is not applicable.
(b) During the year, the Company has not madeany preferential allotment orprivate
placement of shares orconvertible debentures (fully orpartly or optionally) and hence
reporting under clause 3(x)(b) ofthe Order is not applicable.
xi) (a) Nofraud by theCompany and no fraud on theCompany has been noticed or reported
during the year.
(b) No report under sub-section (12) of section 143 ofthe 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 yearand upto the date of this report.
(c) According to the information and explanations given to us by the management, no
whistle blower complaints have been received by the Company during theyearfand upto
thedateof this report).
xii) The Company is not a Nidhi Company and hence reporting underclause (xii) ofthe
Order is not applicable.
xiii) In our opinion, the Company is in compliance with Section 177 and 188 of the
Companies Act, 2013 with respect to applicable transactions with the related parties and
the details of related party transactions have been disclosed in the standalone financial
statements as required by the applicable accounting standards.
xiv) (a) In ouropinionthe 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 for the year under audit, issued to
the Company during the year and till date, in determining the nature, timing and extent of
ourauditprocedures.
xv) In our opinion during the yearthe Company has not entered into any non-cash
transactions with its Directors or persons connected with its directors, and hence
provisions of section 192 oftheCompaniesAct,2013 are not applicable to the Company.
xvi) (a) In our opinion, the Company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a),
(b)and{c) of the Order is not applicable.
(b) As per Information and explanation given to us, the group does not have any core
investment company within the Group {as defined in the Core Investment Companies {Reserve
Bank) Directions, 2016).
xvii) The Company has not incurred any cash losses during the financial year under
audit. However, there was a cash loss of Rs. 86.31 Lac during immediately preceding
financial year.
xviii) There has been no resignation of the statutory auditors of the Company during
the year.
xix On the basis ofthefinancial ratios, ageing and expected dates of realisation of
financial assets and payment of financial liabilities, otherinformation accompanying the
financial statements and our knowledge of the Board of Directors and Management plans and
based on our examination of the evidence supporting the assumptions, nothing has come to
our attention, which causes us to believe that any material uncertainty exists as on the
date of the audit report indicating that Company is not capable of meeting its liabilities
existing at the date of balance sheet as and when they fall due within a period
ofoneyearfrom the balance sheet date. We, however, statethatthisisnotan assurance as to
thefuture 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 yearfrom thebalancesheet
date, will get discharged by theCompany as and when they fall due.
xx) According to the information and explanations given tous by the management, and in
our opinion, theprovisions of Section 135 of theCompanies Act 2013 are not applicable to
the company under audit, accordingly, reporting under clause 3(xx)(a) and 3{xx)(b) of the
Order is not applicable for the year.
xxi) No reporting under clause 3{xxi) of the order is done as the clause is applicable
to Consolidated Financial Statements only.
ANNEXURE- II TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2(f) under‘Report on Other Legal and Regulatory
Requirementssection of our report of even date)
We have audited the internal financial controls over financial reporting of WINSOME
BREWERIES LIMITED {"the Company") as of 3f1 March 2023 In
conjunction with ouraudit of the standalone Ind AS financial statements of theCompanyfor
the yearended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
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 effecti velyfor ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and thetimely preparation of reliablefinancial information, as required
undertheCompanies Act, 2013. Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls overfinancial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143{10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls overfinancial reporting was established and
maintained and if such controls operated effectively in all material respects. Our audit
involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls overfinancial reporting included obtaining an
understanding of internal financial controls overfinancial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditors judgment, including the assessment ofthe risks of material
misstatement ofthefinancial statements, whether due to fraud or error. We believe that the
audit evidence l/we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Companys internal financial controls system overfinancial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control overfinancial reporting 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 overfinancial
reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of 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 thefinancial statements.
Inherent Limitationsof Internal Financial
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements dueto error orfraud may occurand not be detected. Also,
projections of any evaluation of theintemal financial controls overfinancial reporting to
future periods are subject to the risk that the internal financial control overfinancial
reporting may become inadequate because of changes in conditions, orthatthedegree of
compliance with the policies orprocedures may deteriorate.
Opinion
In our opinion, the company has, in all material respects, an adequate internal
financial controls system overfinancial reporting and such internal financial controls
overfinancial reporting were operating effectively as at 3111 March 2023, based
on the internal control overfinancial reporting criteria established by the company
considering the essential components of internal control stated in the Guidance Note on
"Audit of Internal Financial Controls Over Financial Reporting" issued by the
Institute of Chartered Accountants of India.
+91-9892691696
