INDEPENDENT AUDITOR'S REPORT
Report on the Audit of the Standalone Ind AS Financial Statements
OPINION
We have audited the accompanying standalone Ind AS financial
statements of KDDL Limited ("the Company"), which comprise the
Balance sheet as at 31st March 2023, the Statement of Profit and
Loss, including the statement of Other Comprehensive Income, the
Cash Flow Statement and the Statement of Changes in Equity for
the year then ended, and notes to the standalone Ind AS financial
statements, including 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 Ind
AS financial statements give the information required by the
Companies Act, 2013, as amended ("the Act") in the manner
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at 31st March 2023, its profit including
other 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 Ind AS financial
statements in accordance with the Standards on Auditing (SAs),
as specified under Section 143(10) of the Act. Our responsibilities
under those Standards are further described in the 'Auditor's
Responsibilities for the Audit of the Standalone Ind AS 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 together with
the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone Ind AS financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
Ind AS financial statements for the financial year ended 31st March
2023. These matters were addressed in the context of our audit
of the standalone Ind AS financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description
of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's responsibilities for
the audit of the standalone Ind AS financial statements section
of our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the standalone Ind AS financial statements. The results of our
audit procedures, including the procedures performed to address
the matters below, provide the basis for our audit opinion on the
accompanying standalone Ind AS financial statements.
OTHER INFORMATION
The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report, but does not include the standalone
Ind AS financial statements and our auditor's report thereon.
Our opinion on the standalone Ind AS 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 Ind AS financial
statements, our responsibility is to read the other information and,
in doing so, consider whether such other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in
this regard.
RESPONSIBILITIES OF MANAGEMENT FOR THE STANDALONE
IND AS 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 Ind AS financial statements that give a true
and fair view of the financial position, financial performance
including other comprehensive income, cash flows and changes
in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under Section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
the 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 standalone Ind AS
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS 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 management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but
to do so.
Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE IND AS FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether
the standalone Ind AS 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
Ind AS 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 Ind AS financial statements, whether due to fraud
or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of 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 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 Ind AS financial statements, including the
disclosures, and whether the standalone Ind AS financial
statements represent the underlying transactions and events
in a manner that achieves fair presentation.
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 Ind AS financial
statements for the financial year ended March 31, 2023 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 the Companies (Auditor's Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of Sub-section (11) of Section 143 of the Act, we give
in the "Annexure 1" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books except
as disclosed in note 47(b) to the standalone financial
statements the backup of the books of account and
other books and papers maintained in electronic mode
in relation to two units of the Company has not been
maintained on servers physically located in India on
daily basis;
(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement
of Changes in Equity dealt with by this Report are in
agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015,
as amended;
(e) On the basis of the written representations received
from the directors as on 31st March 2023 taken on
record by the Board of Directors, none of the directors
is disqualified as on 31st March 2023 from being
appointed as a director in terms of Section 164 (2) of
the Act;
(f) The qualification relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph (b) above;
(g) With respect to the adequacy of the internal financial
controls with reference to these standalone Ind AS
financial statements and the operating effectiveness
of such controls, refer to our separate Report in
"Annexure 2" to this report;
(h) In our opinion, the managerial remuneration for the
year ended 31st March 2023 has been paid / provided
by the Company to its directors in accordance with the
provisions of Section 197 read with Schedule V to the
Act;
(i) 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
Ind AS financial statements - Refer Note 36 to the
standalone Ind AS 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, other
than as disclosed in the Note 47(c) to the
standalone Ind AS 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 or entity, 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, as
disclosed in the Note 45 to the standalone
Ind AS financial statements, no funds have
been received by the Company from any
person or entity, 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 such 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 (a) and (b) contain any material
misstatement.
v. The final dividend paid by the Company during
the year in respect of the same declared for the
previous year is in accordance with Section 123
of the Act to the extent it applies to payment of
dividend. The interim dividend declared and paid
by the Company during the year and until the
date of this audit report is in accordance with
Section 123 of the Act. Also, as stated in note
35(ii) to the standalone financial statements, 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 dividend declared is in
accordance with Section 123 of the Act to the
extent it applies to declaration of dividend.
vi. As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable for the
Company only w.e.f. 1st April 2023, hence
reporting under this clause is not applicable.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Anil Gupta
Partner
Place of Signature: New Delhi Membership Number: 87921
Date: 26th May 2023 UDIN: 23087921BGXAUJ7963
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