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United Breweries Ltd Auditor Reports

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United Breweries Ltd Share Price Auditors Report

<dhhead>INDEPENDENT AUDITORS REPORT</dhhead>

To The Members of United Breweries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of United Breweries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, 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 then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s 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 ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matters

(a) As described in Note 40, the Company has evaluated the carrying value of the property, plant and equipment aggregating to INR 8,797 lakhs based on fair value less cost of disposal after considering its contractual rights under the BIADA Act, pending the outcome of special leave petition filed by the Bihar State Government before the Honourable Supreme Court of India.

(b) As described in Note 33 (a), the NCLAT dismissed the appeals filed by the Company and the appellants contesting Competition Commission of India (CCI) Order relating to contravention of Section 3 of the Competition Act and levy of penalty of Rs. 75,183 Lakhs. The Company filed an appeal against the NCLAT order before the Supreme Court of India on January 30, 2023. The Supreme Court issued an order on February 17, 2023 and granted stay on the recovery proceedings. The Management of the Company has represented that the Company has a strong case on merits supported by external legal advice. Pending outcome of the matter, the Company is not in position to reliably estimate, the obligation relating to penalties, if any. Accordingly, no provision has been recorded in the books of account and amount is disclosed as contingent liability.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. Key Audit Matter No.

Auditor’s Response

1. Evaluation of provisions and contingencies towards taxes and other litigations

Principal Audit Procedures

(Refer Notes 2.1 (v), 8, 16 and 33 to the standalone financial statements)

Our audit procedures relating to the evaluation of the outcome of direct tax, indirect tax and competition law matters included the following, among others:

The Company has material disputes with respect to direct tax, indirect tax and competition law matters which involves significant judgment to determine the possible outcome of these disputes. Therefore, we have considered these as a key audit matter.

(1) We have obtained an understanding of the processes with respect to (i) recognition of provision, (ii) disclosure of contingencies and (iii) ensuring completeness of litigations.

 

(2) We have tested the effectiveness of controls over (i) recognition of provisions, (ii) disclosure of contingencies and (iii) ensuring completeness of litigations.

 

(3) We read correspondences between the Company and the various authorities and where applicable, the opinions from external advisors and evaluated the reasonableness of the estimate in relation to the possible outcome of the disputed matters based on applicable laws and judicial precedence by involving our internal specialists, as needed.

Information Other than the Financial Statements and Auditor’s Report Thereon

• The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Board’s Report and Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditor’s 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 Company’s 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 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 statement 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 is responsible for assessing the Company’s 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 intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company’s Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s 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 auditor’s 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to 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 management’s 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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s 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 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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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. c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account. d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors as on March 31, 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 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 Company’s internal financial controls with reference to standalone financial statements. g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act. h) With respect to the other matters to be included in the Auditor’s 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 33 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 it’s knowledge and belief, as disclosed in the note 42(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 it’s knowledge and belief, as disclosed in the note 42(vi) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

As stated in note 14 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in 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 audit trail (edit log) facility is applicable to the Company w.e.f. 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.

2. As required by the Companies (Auditor’s 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

Chartered Accountants

(Firm’s Registration No. 008072S)

Gurvinder Singh

Partner

Place: Bengaluru (Membership No. 110128)

Date: May 04, 2023

UDIN: 23110128BGRDES6779

ANNEXURE "A" TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to standalone financial statements of United Breweries Limited ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s 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 auditor’s 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 Company’s internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

A company’s 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 company’s 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 company’s 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, 2023, 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

Chartered Accountants

(Firm’s Registration No. 008072S)

Gurvinder Singh

Partner

Place: Bengaluru (Membership No. 110128)

Date: May 04, 2023

UDIN: 23110128BGRDES6779

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

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

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: (i)(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, capital work-in-progress and relevant details of right-of-use assets. (B) The Company has maintained proper records showing full particulars of intangible assets.

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

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

Description of property

Gross carrying value (Rs. in Lakhs)

Held in name of

Whether promoter, director or their relative or employee

Period held since

Reason for not being held in name of Company

Freehold land (9.04 acres at Kutthambakkam, Tamilnadu)

80

Tamil Nadu State Marketing Corporation Ltd.

No

2010-11

Application for registration of title deed is pending with the state government for approval

Freehold land (63.07 acres at Kothlapur, Telangana)

654

UB Nizam Breweries Private Limited*

No

2010-11

Application for registration of name change is pending with the state government for approval

Freehold land (0.533 acres at Nanjangud, Karnataka)

22

United Breweries Limited

No

2009-10

There are some matters ongoing with these properties which include review of court order, case of encroachment and dispute ongoing between original landowners.

Description of property

Gross carrying value (Rs. in Lakhs)

Held in name of

Whether promoter, director or their relative or employee

Period held since

Reason for not being held in name of Company

Freehold land (0.006 acres at Nelamangala, Karnataka)

1

United Breweries Limited

No

2006-07

There are some matters ongoing with these properties which include review of court order, case of encroachment and

Freehold land (1.002 acres at Mallepally, Telangana)

21

United Breweries Limited

No

2010-11

dispute ongoing between original landowners.

Leasehold land (25.71 acres at Aurangabad, Maharashtra)

1,189

Inertia Industries Limited*

No

2010-11

Application for adjudication of stamp duty for name change in the lease deed is pending

Leasehold land (18.02 acres at Aurangabad, Maharashtra)**

597

Aurangabad Breweries Limited*

No

2011-12

with the concerned authorities

Erstwhile entity which merged with the Company.

The Company is not in possession of the original lease deed for this leasehold land. We understand that the same has been submitted to MIDC (Maharashtra Industrial Development Corporation) for change in name in the lease deed.

(i)(d) The Company has not revalued any of its property, plant and equipment and intangible assets during the year. (i)(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and Rules made thereunder.

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

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

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

(iii) (a) The Company has provided loans or advances aggregating to Rs. 435 Lakhs in the nature of loans during the year to other parties (employees) and the balance outstanding as at March 31, 2023 is Rs. 345 Lakhs.

(iii) (b) The terms and conditions of the grant of all the above-mentioned loans and advances in the nature of loans and guarantees provided, during the year are, in our opinion, prima facie, not prejudicial to the Company’s interest. (iii) (c) In respect of loans granted or advances in the nature of loans provided by the Company, the schedule of repayment of principal has been stipulated and the repayments of principal amounts are regular as per stipulation. These loans are interest free.

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

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

(iii) (f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to other parties (employees). Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made. There are no loans, guarantees, and securities in respect of which provisions of Sections 185 and 186 of the Act are applicable.

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

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

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

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

There were no undisputed amounts payable in respect of Goods and Services tax, Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2023 for a period of more than six months from the date they became payable.

(vii)(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2023 on account of disputes are given below: Rs. in Lakhs

Name of the Statute

Nature of the dues

Amount (including interest and penalty)

Payment under protest

Period to which the amount relates

Forum where dispute is pending

The Income Tax Act, 1961

Income tax/tax deducted at source

24,382

6,579

FY 2001-02 to FY 2013-14

Assessing Officer

       

FY 2015-16 to FY 2017-18

 

2,865

2,242

FY 2003-04, FY 2006-07 to FY 2013-14

High Court of Karnataka

Name of the Statute

Nature of the dues

Amount (including interest and penalty)

Payment under protest

Period to which the amount relates

Forum where dispute is pending

The Income Tax Act, 1961

Income tax/tax deducted at source

30,335

368

FY 2005-06,

Commissioner of Income Tax (Appeals)

       

FY 2008-09 to FY 2009-10,

 
       

FY 2011-12 to FY 2013-14,

 

20

FY 2017-18 to FY 2020-21 FY 2018-19

Commissioner of Income Tax (TDS)

VALIGN=TOP>   

22,585

702

FY 2006-07 to FY 2009-10,

Income Tax Appellate Tribunal

       

FY 2014-15 to FY 2016-17

 
   

4,962

154

FY 2001-02 to FY 2009-10

High Court of Madras

   

206

46

FY 2007-08 to FY 2009-10

High Court of Andhra Pradesh

State Excise Act (various states)

Excise duty, storage and privilege fees, etc.

11,146

150

FY 1999-2000 to FY 2005-06

High Court of Karnataka

       

FY 2015-16

 
   

2,809

2,776

FY 2014-15,

High Court of Rajasthan

       

FY 2015-16

 
       

FY 2016-17

 
       

FY 2017-18 to FY 2022-23

 
   

619

613

FY 2019-20

Excise Commissioner,

         

Aligarh, Uttar Pradesh

   

390

49

FY 2019-20

Excise commissioner,

         

Rajasthan

   

400

50

FY 2007-08 to FY 2011-12,

High Court of Bombay

       

FY 2016-17 to FY 2022-23

 
   

102

FY 2014-15 to FY 2015-16

Rajasthan Tax Board, Ajmer (Rajasthan)

   

56

FY 2015-16

Excise Commissioner, Guwahati

   

43

13

FY 1998-99

High Court of Calcutta

   

38

38

FY 2011-12 to FY 2015-16

High Court of Goa

   

36

FY 1999-00 to FY 2014-15

The Commissioner of Prohibition and Excise, Chennai

   

19

5

FY 2008-09 to FY 2012-13

High Court of Madhya Pradesh.

Name of the Statute

Nature of the dues

Amount (including interest and penalty)

Payment under protest

Period to which the amount relates

Forum where dispute is pending

State Excise Act (various states)

Excise duty, storage and privilege fees, etc.

8

FY 2017-18

Office of Accountant General, Revenue Audit Wing, Bengaluru

   

376

FY 2000-01 to FY 2003-04,

Excise Commissioner, Karnataka

       

FY 2004-05- FY 2018-19

 

The Central Excise Act, 1944

Excise duty/ disallowance of cenvat credit

112

3

FY 2006-07 - FY 2007-08

Commissioner (Appeals), Central Excise,

       

FY 2012-13

 
       

FY 2014-15 to FY 2015-16

 
   

82

FY 2010-11 to FY 2015-16

Commissioner of Customs, Central Excise & Service tax Appellate Tribunal

   

58

FY 2013-14 to FY 2014-15

Customs, Excise and Service Tax Appellate Tribunal

   

48

1

FY 2016-17 to FY 2017-18

Commissioner of Customs, Central Excise & Service tax (Appeals)

   

11

1

FY 2015-16

Assistant Commissioner of Goods and Service tax (Appeals)

18

FY 2015-16

Assistant Commissioner, appeals, Jaipur

   

4

2016 -17 to 2017- 18

Assistant Commissioner of Customs, Central Excise & Service tax (Appeals)

The Central Excise Act, 1944

Excise duty/ disallowance of cenvat credit

16

FY 2016-17

Custom, excise and service tax Appellate Tribunal, New Delhi

5

FY 2013-14

The Commissioner (Appeals), Central excise, Jaipur

1

FY 2007-08

Commissioner (Appeals), Central Excise, Chandigarh-II

The Finance Act, 1994

Service tax

2,192

FY 2009-10 to FY 2011-12

High Court of Bombay

401

FY 2008-09 to FY 2010-11

Customs, Excise and Service Tax Appellate

         

Tribunal

Name of the Statute

Nature of the dues

Amount (including interest and penalty)

Payment under protest

Period to which the amount relates

Forum where dispute is pending

The Finance Act, 1994

Service tax

32

2

FY 2016-17

Assistant Commissioner of Central Excise, Sadashivpet Division

6

FY 2014-15

Assistant Commissioner, CGST Bhubaneswar

The Central Goods and Services Tax

Goods and Services Tax

215

40

FY 2020-21

Commissioner Appeals GST, Bihar

Act, 2017

35

24

FY 2017-18 to FY 2021-22

Commissioner Appeals GST, Goa

29

29

FY 2017-18 to FY 2021-22

Commissioner Appeals GST, Andhra Pradesh

Sales Tax Act (various statutes)

Sales tax/value added tax

27,489

FY 2018-19

Deputy Commissioner of State Tax, Maharashtra GST Department

   

5,890

2,400

FY 2013-14

Central Sales Tax

FY 2013-14 to FY 2016-17

Appellate Authority, New Delhi

910

FY 2019-20

Commissioner Appeals, UP

397

FY 2003-04 and FY 2004-05

Supreme Court of India

   

383

3

FY 2005-06 to

The West Bengal Sales Tax

       

2008-09,

Appellate And Revisional

       

2016-17 to 2017-18

Board

353

FY 2010-11

VAT Commissioner, Jharkhand

   

326

5

FY 2012-13

Tax Board, Ajmer

301

FY 2012-13 to 2013-14

Joint Commissioner of Sales tax, West Bengal

       

2017-18 to 2018-19

 

278

FY 2018-19

Assistant Commissioner, Hyderabad

261

8

FY 2006-07

Deputy Commissioner of Sales Tax, Aurangabad

   

202

FY 2009-10

Additional Commissioner

       

2013-14, 2015-16

of Sales Tax, West Bengal

58

58

FY 2007-08 to 2014-15, 2019-20

Additional Commissioner of Commercial tax, Tamil Nadu

   

142

2

FY 2016-17 and

Additional Commissioner,

       

2019-20

Commercial tax, Goa

167

20

FY 2011-12 to 2016-17

Telangana High Court

Name of the Statute

Nature of the dues

Amount (including interest and penalty)

Payment under protest

Period to which the amount relates

Forum where dispute is pending

Sales Tax Act (various statutes) _

Sales tax/value added tax _

71

71

FY 2013-14

Joint Commissioner of Commercial Taxes (Appeal), Maharashtra

63

FY 2002-03

Jt. Excise and Taxation Commissioner (Appeals), Faridabad

40

FY 2015-16

Commissioner of sales tax, West Bengal

20

8

FY 2011-12 to 2013-14

Commissioner of Commercial tax, Bihar

14

2

FY 2009-10 to 2010-11, 2015-16

Joint Commissioner of Commercial Taxes (Appeal), Patna

3

FY 2008-09

The Commercial taxes Tribunal, Bihar

The Customs Act, 1962

Levy of customs on import of Nepalese beer

53

FY 2002-03

High court, Bihar

Employees’ Provident Fund Act, 1952

Demand raised by PF authorities

26

FY 2011-12 to FY 2012-13

EPF Tribunal, Delhi

PF Act

2

FY 2009-10 to FY 2013-14

Regional PF commissioner

24

FY 2009-10 to FY 2011-12, FY 2015-16

Assistant PF Commissioner and Recovery Officer

12

6

FY 2010-11 to FY 2011-12

PF Southern Tribunal

Employees State Demand Insurance Act, 1948 ESI Act

raised by ESI authorities

3

FY 2005-06 to FY 2006-07

Regional Director, Employees State Insurance Corporation

24

2

FY 2004-05 to FY 2007-08

Labour Court

Goa Panchayat Raj Act, 1994

Demand raised for Building tax

115

FY 2019-20 to FY 2022-23

Village Panchayat, Goa

The Mathadi Act of 1969

Demand for labour charges

27

FY 1993-94 to FY 2006-07

Court of Hon’ble Civil Judge, Senior Division, 5th Joint Aurangabad

21

FY 2010-11 to FY 2020-21

Mathadi Board Aurangabad

187

FY 2009-10 to FY 2015-16

High Court of Judicature of Bombay Bench at Aurangabad

Name of the Statute

Nature of the dues

Amount (including interest and penalty)

Payment under protest

Period to which the amount relates

Forum where dispute is pending

Rajasthan Agriculture Produce Market Act, 1961

Mandi Cess

7

FY 2015-16

High Court of Rajasthan

Transfer of Property Act, 1882

Demand for property tax

61

FY 2020-21

Panvel Municipal Corporation

Labour Act

Demand for labour cess

14

FY 2010-11 to FY 2011-12 and FY 2016-17

Labour Commissioner

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

(ix)(a) The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause (ix) (a) of the Order is not applicable to the Company.

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

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

(ix)(d) The Company has not raised funds on short-term basis and hence, reporting under clause (ix)(d) of the Order is not applicable to the Company.

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

(ix)(f) The Company has not raised any loans during the year and hence reporting on clause (ix)(f) of the Order is not applicable.

(x)(a) The Company has not raised moneys by way of initial public offer/ further public offer (including debt instruments) during the year and hence, reporting under clause (x)(a) of the Order is not applicable.

(x)(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the Company.

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

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

(xi)(c) We have taken into consideration the whistle blower complaints received by the Company during the year and upto the date of this report and provided to us, when performing our audit.

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

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

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

(xiv)(b) We have considered, the internal audit reports issued to the Company during the year and covering the period upto March 31, 2023 and the draft of the internal audit reports where issued after the balance sheet date covering the period April 1, 2022 to March 31, 2023 for the period under audit.

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

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

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

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

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

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Act, for the year ended March 31, 2023 in compliance with second proviso to sub section 5 of Section 135 of the Act. This matter has been disclosed in Note 27 to the standalone financial statements.

(xx) (b) In respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount, to a Special account before the date of this report and within a period of 30 days from the end of the financial year in compliance with the provision of Section 135(6) of the Act.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm’s Registration No. 008072S)

Gurvinder Singh

Partner

Place: Bengaluru (Membership No. 110128) Date: May 04, 2023 UDIN: 23110128BGRDES6779

 

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