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Auditor Report of Varun Beverages Ltd.
Dec 31, 2024
1. We have audited the accompanying standalone
financial statements of Varun Beverages Limited
(''the Company''), which comprise the Balance
Sheet as at 31 December 2024, the Statement of
Profit and Loss (including Other Comprehensive
Income), the Statement of Cash Flow and the
Statement of Changes in Equity for the year then
ended, and notes to the standalone financial
statements, including a summary of the material
accounting policies and other explanatory
information (hereinafter referred to as the
"standalone financial statementsâ).
2. 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 (''Ind AS'') specified under
section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and
other accounting principles generally accepted in
India, of the state of affairs of the Company as at
31 December 2024, and its profit (including other
comprehensive income), its cash flows and the
changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the
Standards on Auditing 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 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 (''the
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 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 obtained is
sufficient and appropriate to provide a basis for
our opinion.
Key Audit Matters
4. 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
financial statements as a whole, and in forming
our opinion thereon, and we do not provide a
separate opinion on these matters.
5. We have determined the matters described below
to be the key audit matters to be communicated
in our report.
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Key audit matter |
How our audit addressed the key audit matter |
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The aforesaid assessment of the impairment The key judgements in determining the recoverable Changes in the management forecasts or Considering the materiality of the amounts |
⢠Tested the design and operating effectiveness ⢠Assessed the appropriateness of the Company''s ⢠Reviewed the valuation report obtained by the ⢠Assessed the appropriateness of the significant ⢠Assessed the robustness of financial projections ⢠Tested mathematical accuracy of the projections ⢠Evaluated the adequacy and appropriateness of |
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Claims, Appeals and Litigations - provisions and (Refer note 40 to the standalone financial The Company is involved in various direct, indirect |
Our audit procedures included, but were not limited to, the ⢠Assessed the appropriateness of the Company''s ⢠Assessed the Company''s process and the underlying |
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Key audit matter |
How our audit addressed the key audit matter |
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This judgement is dependent on a number of This matter is considered as a key audit matter, |
⢠Assessed the management''s assumptions and ⢠Recomputed the arithmetical accuracy of the ⢠Assessed the management''s conclusions through ⢠Obtained legal opinions and confirmation on ⢠Engaged auditor''s experts to gain an understanding ⢠Assessed the appropriateness of the Company''s |
Information other than the Financial Statements
and Auditorâs Report thereon
6. The Company''s Board of Directors are responsible
for the other information. The other information
comprises the information included in the
Management Discussion and Analysis, Report on
Corporate Governance and Director''s Report, but
does not include the 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 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 and Those Charged
with Governance for the Standalone Financial
Statements
7. The accompanying standalone financial statements
have been approved by the Company''s Board
of Directors. The Company''s Board of Directors
are responsible for the matters stated in section
134(5) of the Act with respect to the preparation
and presentation of these standalone financial
statements that give a true and fair view of the
financial position, financial performance including
other comprehensive income, changes in equity and
cash flows of the Company in accordance with the
Ind AS specified under section 133 of the Act 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 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 design, implementation and
maintenance of adequate internal financial controls,
that were operating effectively for ensuring the
accuracy and completeness of the accounting
records, relevant to the preparation and presentation
of the financial statements that give a true and
fair view and are free from material misstatement,
whether due to fraud or error.
8. I n preparing the financial statements, the Board of
Directors 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.
9. The Board of Directors is also responsible for
overseeing the Company''s financial reporting
process.
Auditorâs Responsibilities for the Audit of the
Standalone Financial Statements
10. 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 Standards on
Auditing 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 the Standards
on Auditing, specified under section 143(10) of the
Act, 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 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 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 the Board
of Directors'' 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 financial statements,
including the disclosures, and whether the
financial statements represent the underlying
transactions and events in a manner that
achieves fair presentation.
12. 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.
13. 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.
14. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the financial
statements of the current period and are therefore
the key audit matters. We describe these matters
in our 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
15. As required by section 197(16) of the Act based on
our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.
16. As required by the Companies (Auditor''s Report)
Order, 2020 (''the Order'') issued by the Central
Government of India in terms of section 143(11) of
the Act, we give in the Annexure I, a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
17. Further to our comments in Annexure I, as required
by section 143(3) of the Act based on our audit, we
report, to the extent applicable, 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
purpose of our audit of the accompanying
standalone financial statements;
b) in our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books, except for the matters stated
in paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended)}.
c) The standalone financial statements dealt with
by this report are in agreement with the books
of account;
d) in our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;
e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 December 2024 from
being appointed as a director in terms of section
164(2) of the Act;
f) The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 17(b) above
on reporting under section 143(3)(b) of the Act
and paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended);
g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 December
2024 and the operating effectiveness of
such controls, refer to our separate Report
in Annexure II wherein we have expressed an
unmodified opinion; and
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, as detailed in note 40 to
the standalone financial statements, has
disclosed the impact of pending litigations
on its financial position as at 31 December
2024;
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 December 2024.
iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund
by the Company during the year ended 31
December 2024; and
iv. a. The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 57(e) to
the standalone financial statements,
no funds have been advanced or
loaned or invested (either from
borrowed funds or securities premium
or any other sources or kind of
funds) by the Company to or in any
person(s) or entity(ies), including
foreign entities (''the 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 (''the
Ultimate Beneficiaries'') or provide
any guarantee, security or the like on
behalf the Ultimate Beneficiaries;
b. The management has represented that,
to the best of its knowledge and belief, as
disclosed in note 57(f) to the standalone
financial statements, no funds have been
received by the Company from any
person(s) or entity(ies), including foreign
entities (''the 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 as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under
sub-clauses (a) and (b) above contain
any material misstatement.
v. The interim dividend declared and paid
by the Company during the year ended 31
December 2024 and until the date of this
audit report is in compliance with section
123 of the Act.
The final dividend paid by the Company
during the year ended 31 December 2024
in respect of such dividend declared for the
previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend.
As stated in note 61(i) to the accompanying
standalone financial statements, the
Board of Directors of the Company have
proposed final dividend for the year ended
31 December 2024 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. Based on our examination which included
test checks, the Company, in respect of
financial year commencing on 01 January
2024, has used two accounting software
for maintaining its books of account
which have a feature of recording audit
trail (edit log) facility and the same have
been operated throughout the year for
all relevant transactions recorded in the
software. However, the audit trail feature
was not enabled at database level for one
accounting software to log any direct data
changes, as described in note 60 to the
standalone financial statements.
Further, during the course of our audit we
did not come across any instance of audit
trail feature being tampered with in respect
of these accounting software
As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 applies to the
Company for the financial year commencing
on 01 January 2024, reporting under Rule
11(g) of Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as
per the statutory requirements for record
retention is not applicable for the financial
year ended December 31, 2024.
For J C Bhalla & Co For O P Bagla & Co LLP
Chartered Accountants Chartered Accountants
Firm''s Registration No. 001111N Firmâs Registration No: 000018N/N500091
Akhil Bhalla Neeraj Kumar Agarwal
Partner Partner
Membership No: 505002 Membership No. 094155
UDIN: 25505002BMIKXH2112 UDIN: 25094155BMKSDP4102
Place: Gurugram Place: Gurugram
Date: 10 February 2025 Date: 10 February 2025
B-5, Sector-6, Noida B-225, 5th Floor, Okhla Industrial Area,
Uttar Pradesh 201301 Phase 1, New Delhi 110020
Dec 31, 2023
Varun Beverages Limited
Report on the Audit of the Standalone Financial Statements
Opinion
1.    We have audited the accompanying standalone financial statements of Varun Beverages Limited ('the Company'), which comprise the Balance Sheet as at 31 December 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statementsâ).
2.    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 ('Ind AS') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 December 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3.    We conducted our audit in accordance with the Standards on Auditing 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 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 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 opinion.
4.    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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.    We have determined the matters described below to be the key audit matters to be communicated in our report.
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Key audit matter |
How our audit addressed the key audit matter |
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The aforesaid assessment of the impairment testing involves significant judgement around the determination of the recoverable amounts, being the higher of value in use and fair value less costs of disposal. Recoverable amounts are based on management's view of the future cash flows and prospects of the business, the appropriate discount rates and other industry specific risk factors. The key judgements in determining the recoverable amounts relates to the forecast of future cash flows based on strategy using macroeconomic assumptions such as industry growth, inflation and expected growth in market share, capital expenditure and working capital requirements, among others. Changes in the management forecasts or assumptions can impact the assessment of the discounted cash flows. Considering the materiality of the amounts involved and significant degree of judgement and subjectivity involved in the estimates and key assumptions used in determining the forecasted cash flows used in the impairment evaluation, which are dependent on current and future economic factors and trading conditions varying for different economic and geographical territories, impairment assessment of Goodwill and the Franchise rights/ trademarks was determined as a key audit matter. |
⢠   Tested the design and operating effectiveness of internal controls over such identification and impairment test procedures; ⢠   Assessed the appropriateness of the Company's accounting policies, including those relating to recognition, measurement and impairment of intangibles by comparing with the applicable Ind AS; ⢠   Reviewed the valuation report obtained by the management from an independent valuer for Franchise rights and assessed the professional competence, skills and objectivity for performing the required valuations; ⢠   Assessed the appropriateness of the significant assumptions as well as the Company's valuation model with the support of auditor's valuation specialists, who assess the reasonableness of assumptions used and valuation methodology applied relating to discount rate, risk premium, industry growth rate etc. This included a discussion of the expected development of the business and results as well as of the underlying assumptions used with those responsible for the planning process. ⢠   Assessed the robustness of financial projections prepared by the management by comparing projections for previous financial years with actual results realised and discussed significant deviations, if any, with the management; ⢠   Tested mathematical accuracy of the projections and performed a sensitivity analysis for reasonably possible changes in the sales growth, discount rate applied and the long-term growth rate; and ⢠   Evaluated the adequacy and appropriateness of disclosures made by the Company in the standalone financial statements, as required by the applicable provisions of the Act and Ind AS. |
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Claims, Appeals and Litigations - provisions and contingent liabilities (Refer note 39 to the standalone financial statements for the amounts of contingent liabilities) The Company is involved in various direct, indirect tax and other claims, appeals and litigations (hereafter, referred to as "Mattersâ) that are pending with different statutory authorities and judicial courts. The management exercises significant judgement for determining the need for and the amount of provisions, for any liabilities, arising from these matters. |
Our audit procedures included, but were not limited to, the following: ⢠   Assessed the appropriateness of the Company's accounting policies relating to provisions and contingent liabilities with the applicable accounting standards; ⢠   Assessed the Company's process and the underlying controls for identification of the pending matters and completeness for financial reporting and also for monitoring of significant developments in relation to such pending matters; |
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Key audit matter |
How our audit addressed the key audit matter |
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This judgement is dependent on a number of significant assumptions and evaluations which involves interpreting the various applicable rules, regulations, practices and considering precedents in the various jurisdictions including the opinions received from various legal counsels. This matter is considered as a key audit matter, in view of the uncertainty regarding the outcome of these matters, the significance of the amounts involved and the subjectivity involved in management's judgement as to whether any amount should be recognised as a provision or be disclosed or not as a contingent liability in the standalone financial statements. |
⢠   Assessed the management's assumptions and estimates in respect of matters, including the liabilities or provisions recognised or contingent liabilities disclosed in the standalone financial statements. This involved assessing the probability of an unfavorable outcome of a given proceeding and the reliability of estimates of related amounts based on the various legal counsels opinions received by the Company; ⢠   Recomputed the arithmetical accuracy of the underlying calculations supporting the provisions recorded from the supporting evidences including the correspondence with various authorities; ⢠   Assessed the management's conclusions through understanding relevant judicial precedents in similar cases and the applicable rules and regulations and through a discussion with Company's legal department and legal counsels appointed by the Company; ⢠   Obtained legal opinions and confirmation on completeness from the Company's external legal counsels, where appropriate; ⢠   Engaged auditor's experts to gain an understanding of the current status of matters and changes in the disputes, if any, through discussions with the management and by reading external advice received by the Company, where relevant, to validate management's conclusions; and ⢠   Assessed the appropriateness of the Company's description of the accounting policy, disclosures related to matters and whether these are adequately presented in the standalone financial statements. |
Information other than the Financial Statements and Auditorâs Report thereon
6. The Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Report on Corporate Governance and Director's Report, but does not include the 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 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 and Those Charged with Governance for the Standalone Financial Statements
7. The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the
Ind AS specified under section 133 of the Act 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 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
8.    I n preparing the financial statements, the Board of Directors are 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9.    Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditorâs Responsibilities for the Audit of the Standalone Financial Statements
10.    Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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 financial statements.
11.    As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
⢠   Obtain an understanding of internal 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 Board of Directors' 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
12. 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.
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13.    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.
14.    From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
15.    The standalone financial statements of the Company for the year ended 31 December 2022 were audited and reported jointly by then joint auditors Walker Chandiok & Co. LLP and O P Bagla & Co LLP who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 06 February 2023.
Report on Other Legal and Regulatory Requirements
16.    As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
17.    As required by the Companies (Auditor's Report) Order, 2020 ('the Order') issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
18.    Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;
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 standalone financial statements dealt with by this report are in agreement with the books of account;
d)    in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e)    On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 December 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 financial statements of the Company as on 31 December 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and
g)    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, as detailed in note 39 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 December 2023;
ii.    the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 December 2023.
iii.    There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 December 2023; and
iv. Â Â Â a. The management has represented
that, to the best of its knowledge and belief, as disclosed in note 55B(e) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind offunds) by the Company to or in any person(s) or entity(ies), including
foreign entities ('the 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 ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b.    The management has represented that, to the best of its knowledge and belief, as disclosed in note 55B(f) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ('the 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 as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
v.    The final dividend paid by the Company during the year ended 31 December 2023 in respect of the such 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 ended 31 December 2023 and until the date of this audit report is in accordance with section 123 of the Act.
As stated in note 57 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 December 2023 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.    Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year ended 31 December 2023.
For J. C. Bhalla & Co. Â Â Â For O P Bagla & Co LLP
Chartered Accountants    Chartered Accountants
Firmâs Registration No. 001111N Â Â Â Firm's Registration No: 000018N/N500091
Akhil Bhalla    Neeraj Kumar Agarwal
Partner    Partner
Membership No: 505002 Â Â Â Membership No. 094155
UDIN: 24505002BKBXPA4908 Â Â Â UDIN: 24094155BKEOZD8423
Place: Gurugram    Place: Gurugram
Date:Â 05 February 2024 Â Â Â Date:Â 05 February 2024
B-5, Sector-6, Noida    B-225, 5th Floor, Okhla Industrial Area,
Uttar Pradesh 201301 Â Â Â Phase 1, New Delhi 110020
Dec 31, 2022
Report on the Audit of the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Varun Beverages Limited (''the Company''), which comprise the Balance Sheet as at 31 December 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
2. 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 (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 December 2022, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
3. We conducted our audit in accordance with the Standards on Auditing 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 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 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 opinion.
4. 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5. We have determined the matters described below to be the key audit matters to be communicated in our report.
|
Key audit matter |
How our audit addressed the key audit matter |
|
|
The key judgements in determining the recoverable amounts relates to the forecast of future cash flows based on strategy using macroeconomic assumptions such as industry growth, inflation and expected growth in market share, capital expenditure and working capital requirements, among others. Changes in the management forecasts or assumptions can impact the assessment of the discounted cash flows. Considering the materiality of the amounts involved and significant degree of judgement and subjectivity involved in the estimates and key assumptions used in determining the forecasted cash flows used in the impairment evaluation, which are dependent on current and future economic factors and trading conditions varying for different economic and geographical territories, impairment assessment of Goodwill and the Franchise rights was determined as a key audit matter. |
⢠Reviewed the valuation report obtained by the management from an independent valuer for Franchise rights and assessed the professional competence, skills and objectivity for performing the required valuations; Assessed the appropriateness of the significant assumptions as well as the Company''s valuation model with the support of auditor''s valuation specialists, who assess the reasonableness of assumptions used and valuation methodology applied relating to discount rate, risk premium, industry growth rate etc. This included a discussion of the expected development of the business and results as well as of the underlying assumptions used with those responsible for the planning process. Assessed the robustness of financial projections prepared by the management by comparing projections for previous financial years with actual results realised and discussed significant deviations, if any, with the management; Tested mathematical accuracy of the projections and performed a sensitivity analysis for reasonably possible changes in the sales growth, discount rate applied and the long-term growth rate; and Evaluated the adequacy and appropriateness of disclosures made by the Company in the standalone financial statements, as required by the applicable provisions of the Act and Ind AS. |
|
|
Claims, Appeals and Litigations - provisions and contingent liabilities (Refer note 41 to the standalone financial statements for the amounts of contingent liabilities) The Company is involved in various direct, indirect tax and other claims, appeals and litigations (hereafter, referred to as "Mattersâ) that are pending with different statutory authorities and judicial courts. The management exercises significant judgement for determining the need for and the amount of provisions, for any liabilities, arising from these matters. |
Our audit procedures included, but were not limited to, the following: Assessed the appropriateness of the Company''s accounting policies relating to provisions and contingent liabilities with the applicable accounting standards; Assessed the Company''s process and the underlying controls for identification of the pending matters and completeness for financial reporting and also for monitoring of significant developments in relation to such pending matters; Assessed the management''s assumptions and estimates in respect of matters, including the liabilities or provisions recognised or contingent liabilities disclosed in the standalone financial statements. This involved assessing the probability of an unfavorable outcome of a given proceeding and the reliability of estimates of related amounts based on the various legal counsels opinions received by the Company; |
|
|
Key audit matter |
How our audit addressed the key audit matter |
|
|
This judgement is dependent on a number of significant assumptions and evaluations which involves interpreting the various applicable rules, regulations, practices and considering precedents in the various jurisdictions including the opinions received from various legal counsels. This matter is considered as a key audit matter, in view of the uncertainty regarding the outcome of these matters, the significance of the amounts involved and the subjectivity involved in management''s judgement as to whether any amount should be recognised as a provision or be disclosed or not as a contingent liability in the standalone financial statements. |
⢠Assessed the management''s conclusions through understanding relevant judicial precedents in similar cases and the applicable rules and regulations and through a discussion with Company''s legal department and legal counsels appointed by the Company; Obtained legal opinions and confirmation on completeness from the Company''s external legal counsels, where appropriate; Engaged auditor''s experts to gain an understanding of the current status of matters and changes in the disputes, if any, through discussions with the management and by reading external advice received by the Company, where relevant, to validate management''s conclusions; and Assessed the appropriateness of the Company''s description of the accounting policy, disclosures related to matters and whether these are adequately presented in the standalone financial statements. |
|
Information other than the Financial Statements and Auditorâs Report thereon
6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Report on Corporate Governance and Director''s Report, but does not include the 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 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 and Those Charged with Governance for the Standalone Financial Statements
7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors
are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act 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 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
8. I n preparing the financial statements, the Board of Directors are 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditorâs Responsibilities for the Audit of the Standalone Financial Statements
10. Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing will always detect a material misstatement when it exi sts. Misstatem ents ca n 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 financial statements.
11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
Obtain an understanding of internal 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 Board of Directors'' 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
12. 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.
13. 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.
14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
15. The standalone financial statements of the Company for the year ended 31 December 2021 were audited by the predecessor joint auditor, APAS & Co LLP, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 03 February 2022.
Report on Other Legal and Regulatory Requirements
16. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
17. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
18. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;
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 standalone financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 December 2022 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 financial
statements of the Company as on 31 December 2022 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and
g) 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, as detailed in note 41 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 December 2022;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 December 2022.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 December 2022; and
iv. a. The management has represented
that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the 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 (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Partiesâ), 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 as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
d. The interim dividend declared and paid by the Company during the year ended 31 December 2022 and until the date of this audit report is in compliance with section 123 of the Act.
Dec 31, 2018
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Varun Beverages Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 December 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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 (âInd ASâ) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.
Opinion
8. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 December 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
9. The standalone financial statements of the Company for the year ended 31 December 2017 were jointly audited by the predecessor joint auditor, Walker Chandiok & Associates, Chartered Accountants and current joint auditor, APAS & Co., Chartered Accountants, who have expressed an unmodified opinion on those financial statements vide their audit report dated 16 February 2018.
Report on Other Legal and Regulatory Requirements
10. As required by section 197(16) of the Act, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
11. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.
12. Further to our comments in Annexure 1, 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 purpose 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 standalone financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;
e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 December 2018 from being appointed as a director in terms of Section 164(2) of the Act;
f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 December 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 20 February 2019 as per Annexure 2 expressed an unqualified opinion; and
g) with respect to the other matters to be included in the Auditorâs 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, as detailed in Note 42 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;
ii. the Company, as detailed in Note 26 to the standalone financial statements, has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; and
iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.
Annexure 1
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 to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets, other than refrigerators (visi coolers) and containers lying with third parties, have been physically verified by the management during the year and no material discrepancies were noticed on such verification. The Company has a regular program of physical verification of refrigerators (visi coolers) under which such fixed assets are verified in a phased manner over a period of three years and no material discrepancies were noticed on such verification. According to the information and explanations given to us, the existence of containers lying with active third parties is considered on the basis of the confirmations obtained from such third parties. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.
(c) The title deeds of all the immovable properties (which are included under the head âProperty, plant and equipmentâ) are held in the name of the Company except for the following property, which according to the information and explanation given to us by the management, land at Pathankot will be registered in the name of the Company on expiry of 3 years from the date of commencement of commercial production on such property and land at Sonapur and Sangli will be registered on full and final payment.
|
Nature of property |
Total Number of Cases |
Whether leasehold / freehold |
Gross block as on 31 December 2018 |
Net block as on 31 December 2018 |
|
Land (at Pathankot) |
1 |
Leasehold |
Rs. 197.10 million |
Rs. 192.23 million |
|
Land (at Sonapur, Kolkata) |
1 |
Leasehold |
Rs. 1.50 million |
Rs. 1.49 million |
|
Land (at Sangli, Maharashtra) |
1 |
Leasehold |
Rs. 1.55 million |
Rs. 1.55 million |
(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.
(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) In our opinion, the Company has not entered into any transaction covered under Sections 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of loans, investments, guarantees and security, as applicable.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, goods and service tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
|
Name of the statute |
Nature of dues |
Amount (Rs. million) |
Amount paid under Protest (Rs.million) |
Period to which the amount relates |
Forum where dispute is pending |
|
Central Excise Act, 1944 |
Central Excise |
395.39 |
- |
2005-06, February 2009-June 2017 |
CESTAT, New Delhi |
|
Central Excise Act, 1944 |
Central Excise |
11.89 |
0.89 |
April 2012 to December 2015 |
CESTAT, New Delhi |
|
Central Excise Act, 1944 |
Central Excise |
1.77 |
0.05 |
April 2012 to June 2017 |
Additional Commissioner, Bhiwadi |
|
Central Excise Act, 1944 |
Central Excise |
4.51 |
0.40 |
March 2012 to December 2016 |
Commissioner (Appeal), Bhiwadi |
|
Central Excise Act, 1944 |
Central Excise |
1.27 |
0.13 |
2014-15 |
CESTAT Allahabad |
|
Central Excise Act, 1944 |
Central Excise |
0.20 |
0.01 |
September 2014 to June 2015 |
Commissioner (Appeal), Meerut |
|
Central Excise Act, 1944 |
Central Excise |
9.88 |
0.48 |
August 2015 to March 2016 |
CESTAT, New Delhi |
|
Central Excise Act, 1944 |
Central Excise |
1.39 |
- |
April 2016 to June 2017 |
Commissioner (Appeal) Ludhiana |
|
Central Excise Act, 1944 |
Central Excise |
0.78 |
- |
April 2013 to Feb 2016 |
Commissioner (Appeal), Kolkata |
|
Central Excise Act, 1944 |
Central Excise |
3.51 |
- |
July 2014 to August 2014 |
Commissioner (Appeal), Kolkata |
|
Central Excise Act, 1944 |
Central Excise |
0.16 |
- |
March 2015 to October 2016 |
Deputy Commissioner, Panipat |
|
Central Excise Act, 1944 |
Central Excise |
0.58 |
March 2015 to January 2016 |
Office of the Commissioner of Central Excise, Sonepat |
|
|
Central Excise Act, 1944 |
Central Excise |
13.69 |
0.51 |
April 2014 to February 2015 |
Office of the Commissioner of Central Excise, Panchkula |
|
Central Excise Act, 1944 |
Central Excise |
0.12 |
February 2016 to March 2017 |
Office of the Commissioner of Central Excise, Sonepat |
|
|
The Uttar Pradesh Goods and Services Act, 2017 |
GST |
1.28 |
1.28 |
June 2018 to October 2018 |
Additional Commissioner Ghaziabad |
|
The Custom Act, 1962 |
Custom Duty |
45.37 |
January 2017 to December 2018 |
Principal Commissioner/ Commissioner of Custom Maharashtra |
|
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
1.61 |
0.11 |
2001-2002 to 2003-2005 |
Additional Commissioner (Appeals), Ghaziabad and Dy. Commissioner Noida |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
0.71 |
0.65 |
2015-16, 2016-17, 2017-18 |
Additional Commissioner, Ghaziabad and Joint Commissioner Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
1.95 |
0.68 |
2009-2010 |
Commercial Tax Tribunal, Uttar Pradesh |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
10.36 |
2.72 |
January 2008 to March 2010 and 2011-12 |
Joint Commissioner Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
18.29 |
7.66 |
2010-2012 |
Joint Commissioner, Ghaziabad and Add. Commissioner Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
0.10 |
0.10 |
2010-2011 |
Joint Commissioner, Kanpur |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
0.38 |
0.38 |
2009-10, May 2015 and June 2016 |
Dy. Commissioner, (Appeal) Jaipur |
|
Haryana Value Added Tax Act, 2003 |
Value Added Tax |
95.68 |
0.40 |
April 2015 to March 2016 |
Excise and Taxation officer cum Assessing Authority, Mewat |
|
Punjab Value Added Tax Act, 2005 |
Value Added Tax |
0.18 |
2015-16 |
Assessing officer, Mohali |
|
|
Punjab Value Added Tax Act, 2005 |
Value Added Tax |
0.33 |
0.08 |
2015-16 |
Value added tax tribunal, Punjab and Chandigarh |
|
Punjab Value Added Tax Act, 2005 |
Value Added Tax |
0.19 |
0.14 |
2016-17 |
The Deputy Excise and Taxation Commissioner (Appeals) cum Joint Director (Investigation), Bathinda |
|
Punjab Value Added Tax Act, 2005 |
Value Added Tax |
0.13 |
0.03 |
2016-17 |
The Deputy Excise and Taxation Commissioner (Appeals) cum Joint Director (Enforcement), Jallandhar |
|
Rajasthan Value Added Tax Act, 2003 |
Value Added Tax |
582.46 |
16.75 |
2010-2015 |
Honorable High Court Rajasthan |
|
West Bengal Value Added Tax Act, 2003 |
Value Added Tax |
1.21 |
0.51 |
July 2012 and September 2013, January 2015 and September 2015 |
West Bengal, Tribunal |
|
West Bengal Value Added Tax Act, 2003 |
Value Added Tax |
0.96 |
0.47 |
April 2016-September 2016 |
West Bengal, Tribunal |
|
The Goa Value Added Tax Act , 2005 |
Value Added Tax |
2.43 |
2013-14 |
Assistant Commissioner, Margoa |
|
|
The Maharashtra Value Added Tax Act , 2002 |
Value Added Tax |
0.12 |
April 2013 to March 2014 |
Dy. Commissioner of Sales tax Dept. (Appeals), Kolhapur |
|
|
The Uttarakhand Value Added Tax Act , 2005 |
Value Added Tax |
0.14 |
0.14 |
April 2012 |
Uttarakhand Sale Tax Department |
|
Punjab Tax on Entry of goods into Local Areas Act, 2000 |
Entry Tax |
28.77 |
2016-17 |
Honorable High Court, Chandigarh |
|
|
Rajasthan Tax of Entry of Goods into Local Areas Act, 1999 |
Entry Tax |
3.37 |
2014-16 |
Honorable High Court, Jaipur |
|
|
Uttar Pradesh Tax on Entry of Goods into Local Areas Act, 2007 |
Entry Tax |
14.64 |
2.90 |
2009-10 and 2010-11 |
Joint Comm. Office (Circle-1), Ghaziabad |
|
Goa Non-Biodegradable Garbage (Control) Act, 1996 (Act 5 of 1997) |
Cess |
42.78 |
April 2014 to December 2018 |
Honorable High court of Bombay, Panji |
|
|
Income-Tax Act, 1961 |
Income Tax |
0.34 |
- |
A.Y 2006-07, AY 2007-08, |
Income Tax Appelate Tribunal, New Delhi |
|
Income-Tax Act, 1961 |
Income Tax |
39.00 |
- |
AY 2012-13 |
Income Tax Appelate Tribunal, New Delhi |
|
Income-Tax Act, 1961 |
Income Tax |
2.79 |
AY 2014-15, 201516 |
Commissioner Income Tax (Appeals), New Delhi |
(viii) The Company has not defaulted in repayment of loans or borrowings to any financial institution or a bank or government or any dues to debenture-holders during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.
(xiv)During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi)The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure 2 Independent Auditorâs Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
1. In conjunction with our audit of the standalone financial statements of Varun Beverages Limited (âthe Companyâ) as at and for the year ended 31 December 2018, we have audited the internal financial controls over financial reporting (âIFCoFRâ) of the Company as at that date.
Managementâs Responsibility for Internal Financial Controls
2. The Companyâs Board of Directors 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 (âthe Guidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). 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 the Companyâs business, including adherence to the Companyâs 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 Act.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on the Companyâs IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, 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 auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A companyâs IFCoFR 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 companyâs IFCoFR include 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 companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 December 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal financial controls stated in the Guidance Note issued by the ICAI.
For Walker Chandiok & Co LLP For APAS & Co.
Chartered Accountants Chartered Accountants
Firmâs Registration No.: 001076N/N500013 Firmâs Registration No: 000340C
Anupam Kumar Sumit Kathuria
Partner Partner
Membership No.: 501531 Membership No: 520078
Place: Gurugram Place: Gurugram
Date: 20 February 2019 Date: 20 February 2019
L-41 Connaught Place, 8/14 Basement, Kalkaji Extension,
New Delhi 110 001 New Delhi 110 019
Dec 31, 2017
Independent Auditorâs Report
To the Members of Varun Beverages Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Varun Beverages Limited (''the Company''), which comprise the Balance Sheet as at 31 December 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.
Opinion
8. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 December 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
9. The Company had prepared separate sets of statutory standalone financial statements for the year ended 31 December 2016 and 31 December 2015 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and other accounting principles generally accepted in India, which were audited jointly by Walker Chandiok & Associates, Chartered Accountants and O.P Bagla & Co., Chartered Accountants who expressed an unmodified opinion vide audit report dated 20 February 2017 and 29 February 2016 respectively. These standalone financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited jointly by Walker Chandiok & Associates, Chartered Accountants and APAS & Co., Chartered Accountants. Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
10. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.
11. Further to our comments in Annexure 1, 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 purpose 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 standalone financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;
e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 December 2017 from being appointed as a director in terms of Section 164(2) of the Act;
f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 December 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 16 February 2018 as per Annexure 2 expressed an unqualified opinion; and
g) 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, as detailed in Note 41 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; and
iv. the Company has provided required disclosure in Note 14 to the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 08 November 2016 to 30 December 2016. Based on the audit procedures performed and taking into consideration the information, explanations and representations given to us by management, we report that the amounts disclosed in the said note is in accordance with the books of accounts maintained by the Company except for disclosure in the said Note in relation to permitted receipts and permitted payments upon which we are unable to comment in the absence of necessary details.
Annexure1
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 to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets, other than refrigerators (visi coolers) and containers lying with third parties, have been physically verified by the management during the year and no material discrepancies were noticed on such verification. The Company has a regular program of physical verification of the refrigerators (visi coolers) under which such fixed assets are verified in a phased manner over a period of three years and no material discrepancies were noticed on such verification. According to the information and explanations given to us, the existence of containers lying with active third parties is considered on the basis of the confirmations obtained from such third parties. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.
(c) The title deeds of all the immovable properties (which are included under the head ''Property, plant and equipment'') are held in the name of the Company except for the following property, which according to the information and explanation given to us by the management, is in the process of being registered in the name of the Company, pending full and final payment.
|
Nature of |
Total number |
Whether leasehold / |
Gross block as on |
Net block on |
|
property |
of cases |
freehold |
31 December 2017 |
31 December 2017 |
|
Land |
1 |
Leasehold |
'' 197.10 million |
'' 197.10 million |
(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.
(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) In our opinion, the Company has not entered into any transaction covered under Sections 185 of the Act. The Company has complied with the provisions of Sections 186 of the Act in respect of loans, investments, guarantees, and security, as applicable.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company''s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty
of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
|
Name of the statute |
Nature of dues |
Amount |
Amount paid |
Period to which the |
Forum where |
|
(Rs, million) |
under protest (Rs, million) |
amount relates |
dispute is pending |
||
|
Central Excise Act, 1944 |
Central Excise |
303.67 |
NIL |
2005-06, February 2009-March 2017 |
CESTAT, New Delhi |
|
Central Excise Act, 1944 |
Central Excise |
24.83 |
2.54 |
January 2008 to December 2015 |
CESTAT, New Delhi |
|
Central Excise Act, 1944 |
Central Excise |
4.51 |
0.06 |
March 2012 to December 2016 |
Additional Commissioner, Bhiwadi |
|
Central Excise Act, 1944 |
Central Excise |
0.20 |
0.01 |
September 2014 -June 2015 |
Commissioner (Appeal), Meerut |
|
Central Excise Act, 1944 |
Central Excise |
39.62 |
1.95 |
January 2012 to July 2015 |
CESTAT, New Delhi |
|
Central Excise Act, 1944 |
Central Excise |
4.29 |
NIL |
April 2013 to February 2016 |
Commissioner (Appeal), Kolkata |
|
Central Excise Act, 1944 |
Central Excise |
0.16 |
NIL |
March 2015 to October 2016 |
Deputy Commissioner, Panipat |
|
Central Excise Act, 1944 |
Central Excise |
6.84 |
NIL |
April 2014-February 2015 |
Commissioner of Central Tax, Panchkula |
|
Central Excise Act, 1944 |
Central Excise |
0.58 |
NIL |
March 2015 to January 2016 |
Additional Commissioner, Sonipat |
|
Finance Act, 1994 |
Service Tax |
2.35 |
0.23 |
April 2010-March 2012 |
Commissioner Appeal, Jaipur |
|
The Uttar Pradesh Value |
Value Added |
1.61 |
0.11 |
2001-2002 to |
Additional Commissioner (Appeals), Ghaziabad |
|
Added Tax Act, 2008 |
Tax |
2003-2005 |
|||
|
2008-09, 2010-1 1, |
|||||
|
The Uttar Pradesh Value |
Value Added |
1.28 |
1.28 |
2012-13, 2013-14, |
Assessing Officer, |
|
Added Tax Act, 2008 |
Tax |
2014-1 5, 201 5-16, 2016-17 |
Ghaziabad |
||
|
The Uttar Pradesh Value |
Value Added |
2.72 |
2.72 |
January 2008 to |
Additional Commissioner, |
|
Added Tax Act, 2008 |
Tax |
March 2010, 2011-12 |
Ghaziabad |
||
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
0.68 |
0.68 |
2009-2010 |
Uttar Pradesh Commercial Tax Tribunal |
|
The Uttar Pradesh Value |
Value Added |
9.23 |
7.66 |
2010-2012 |
Joint Commissioner, |
|
Added Tax Act, 2008 |
Tax |
0.42 |
0.42 |
2012-201 3 |
Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value Added Tax |
0.10 |
0.10 |
2010-201 1 |
Joint Commissioner, Kanpur |
|
Punjab Value Added Tax Act, 2005 |
Value Added Tax |
0.18 |
NIL |
201 5-2016 |
Assessing Officer, Mohali |
|
Punjab Value Added Tax Act, 2005 |
Value Added Tax |
0.33 |
NIL |
201 5-2016 |
Value added tax tribunal, Punjab and Chandigarh |
|
The Deputy Excise and |
|||||
|
Punjab Value Added Tax Act, 2005 |
Value Added Tax |
0.19 |
0.14 |
2016-2017 |
Taxation Commissioner (Appeals) cum Joint Director (Investigation), Bathinda |
|
Name of the statute |
Nature of dues |
Amount |
Amount paid |
Period to which the |
Forum where |
|
(Rs, million) |
under protest (Rs, million) |
amount relates |
dispute is pending |
||
|
The Deputy Excise and |
|||||
|
Punjab Value Added Tax Act, 2005 |
Value Added Tax |
0.13 |
0.03 |
2016-2017 |
Taxation Commissioner (Appeals) cum Joint Director (Enforcement, Jalandhar |
|
West Bengal Value Added Tax Act, 2003 |
Value Added Tax |
1.21 |
0.51 |
July 2012 and September 2013, Jan 15 and September 15 |
West Bengal, Tribunal |
|
West Bengal Value |
Value Added |
0.96 |
0.47 |
April 2016- |
West Bengal, |
|
Added Tax Act, 2003 |
Tax |
September 2016 |
Tribunal |
||
|
The Goa Value Added |
Value Added |
1.87 |
NIL |
2005-06 |
Assistant Commissioner, Margoa |
|
Tax Act, 2005 |
Tax |
2.43 |
NIL |
2013-14 |
|
|
The Uttarakhand Added Tax Act, 2005 |
Value Added Tax |
0.83 |
0.83 |
2008-09 |
Assessing Officer, Uttarakhand |
|
The Uttarakhand Added Tax Act, 2005 |
Value Added Tax |
0.34 0.15 2.24 |
0.23 0.14 1.03 |
2012-13 2015-16 2016-17 |
Deputy Commissioner, Commercial Tax, Roorkee |
|
Uttar Pradesh Tax on Entry of Goods into Local Areas Act, 2007 |
Entry Tax |
9.78 |
3.64 |
2007 to 2011 |
Honourable High Court, Allahabad |
|
Rajasthan Tax of Entry of Goods into Local Areas Act, 1999 |
Entry Tax |
25.68 |
17.52 |
2014 to 2016 |
Honourable High Court, Jaipur |
|
Goa Non-Biodegradable |
Cess |
33.11 |
NIL |
April 2014 to |
Honourable High Court |
|
Garbage (Control) Act, 1996 |
December 2017 |
of Bombay, Panaji |
|||
|
Income-tax Act, 1961 |
Income Tax |
0.34 |
NIL |
AY 2006-07, AY 2007-08, |
Income Tax Appellate Tribunal, New Delhi |
|
Income-tax Act, 1961 |
Income Tax |
39.00 |
NIL |
AY 2012-13 |
Income Tax Appellate Tribunal, New Delhi |
|
Income-tax Act, 1961 |
Income Tax |
2.79 |
NIL |
AY 2014-15, AY 2015-16 |
Commissioner Income Tax (Appeals), New Delhi |
(viii) The Company has not defaulted in repayment of loans or borrowings to any financial institution or a bank or government or any dues to debenture-holders during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.
(x) No fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid by the company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Independent Auditorâs Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (the Act)
1. In conjunction with our audit of the standalone financial statements of Varun Beverages Limited (''the Company'') as at and for the year ended 31 December 2017, we have audited the internal financial controls over financial reporting (''IFCoFR'') of the Company as at that date.
Managementâs Responsibility for Internal Financial Controls
2. The Company''s Board of Directors 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 financial controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). 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 the Company''s business, including adherence to the 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 Act.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. 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 IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A company''s IFCoFR 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 IFCoFR include 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 over Financial Reporting
7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 December 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal financial controls stated in the Guidance Note issued by the ICAI.
For Walker Chandiok & Associates For APAS & Co.
Chartered Accountants Chartered Accountants
Firm Registration No: 001329N Firm Registration No: 000340C
per Nitin Toshniwal per Sumit Kathuria
Partner Partner
Membership No. 507568 Membership No. 520078
Place: Gurugram Place: Gurugram
Dated: 16 February 2018 Dated: 16 February 2018
L-41 Connaught Place, 8/14 Basement, Kalkaji Extension,
New Delhi 1 10 001 New Delhi 110 019
Dec 31, 2016
To the Members of Varun Beverages Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Varun Beverages Limited ("the Company"), which comprise the Balance Sheet as at December 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
7. 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 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 December 31, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
8. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.
9. Further to our comments in Annexure 1, 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 purpose 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 standalone financial statements dealt with by this report are in agreement with the books of account;
d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);
e. on the basis of the written representations received from the Directors as on December 31, 2016 and taken on record by the Board of Directors, none of the Directors is disqualified as on December 31, 2016 from being appointed as a Director in terms of Section 164(2) of the Act;
f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of December 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated February 20, 2017 as per Annexure 2 expresses an unqualified opinion; and
g. with respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. as included in Note 34 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure 1 to the Independent Auditorsâ Report of even date to the members of Varun Beverages Limited, on the standalone financial statements for the year ended December 31, 2016
annexure 1
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone 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 to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets, other than refrigerators (visi coolers) and containers lying with third parties, have been physically verified by the management during the year and no material discrepancies were noticed on such verification. The Company has a regular program of physical verification of the refrigerators (visi coolers) under which such fixed assets are verified in a phased manner over a period of three years and no material discrepancies were noticed on such verification. According to the information and explanations given to us, the existence of containers lying with active third parties is considered on the basis of the confirmations obtained from such third parties. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.
(c) The title deeds of all the immovable properties (which are included under the head ''fixed assets'') are held in the name of the Company except for the following property, which according to the information and explanation given to us by the management, is in the process of being registered in the name of the Company, pending full and final payment.
|
Nature of |
Total number |
Whether leasehold / |
Gross block as on |
Net block on |
|
property |
of cases |
freehold |
31 December 2016 |
31 December 2016 |
|
Land |
1 |
Leasehold |
Rs.197.10 million |
Rs.197.10 million |
(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.
(iii) The Company has granted unsecured loan to one party covered in the register maintained under Section 189 of the Act; and with respect to the same:
(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Company''s interest;
(b) the schedule of repayment of principal and payment of interest has been stipulated. Principal amount is not due for repayment currently however, the interest is payable on demand and since the same has not been demanded, in our opinion, repayment of interest amount is regular; and
(c) there is no overdue amount in respect of loans granted to such parties.
(iv) In our opinion, the Company has not entered into any transaction covered under Sections 185 of the Act. The Company has complied with the provisions of Sections 186 of the Act in respect of loans, investments, guarantees, and security, as applicable.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of the Company''s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
|
Name of the statute |
Nature of dues |
Amount (Rs. millions) |
Amount paid under protest (Rs. millions) |
Period to which the amount relates |
Forum where dispute is pending |
|
Central Excise Act, 1944 |
Central excise |
319.13 |
2.19 |
2005-06, February 2009-December 2016 |
Custom, Excise and Service Tax Appellate Tribunal, New Delhi |
|
Central Excise Act, 1944 |
Central excise |
2.10 |
0.73 |
January 2008 -February 2012 |
Additional Commissioner Appeals, Jaipur |
|
Central Excise Act, 1944 |
Central excise |
2.78 |
0.06 |
February 2013-April 201 5, 201 5-2016 |
Assistant Commissioner, Bhiwadi |
|
Central Excise Act, 1944 |
Central excise |
2.31 |
2.31 |
July 2014 |
Assistant Commissioner, Noida |
|
Central Excise Act, 1944 |
Central excise |
0.18 |
- |
May 2009 to March 2010 |
Commissioner Appeals, Kolkata |
|
Central Excise Act, 1944 |
Central excise |
0.78 |
April 2013 to March 2015 |
Deputy Commissioner, Kolkata |
|
|
Central Excise Act, 1944 |
Central excise |
3.51 |
July 2014 to August 2014 |
Additional Commissioner, Kolkata |
|
|
Central Excise Act, 1944 |
Central excise |
0.16 |
March 2015 to October 2016 |
Deputy Commissioner, Panipat |
|
|
Central Excise Act, 1944 |
Central excise |
0.58 |
March 2015 to January 2016 |
Additional Commissioner, Sonepat |
|
|
Finance Act, 1944 |
Service tax |
2.72 |
- |
April 2010-March 2012 |
Commissioner Appeal, Jaipur |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
1.61 |
0.11 |
2001-2002 to 2003-2005 |
Honorable Supreme Court |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
3.69 |
2.44 |
2008-2009, 2010-2011, 2012-2013, 2013-14, 2014-2015, 2015-2016, 2016-2017 |
Assessing Officer, Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
2.72 |
2 .7 2. |
January 2008 to March 2010 |
Additional Commissioner, Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
0.68 |
0.68 |
2009-2010 |
Uttar Pradesh Commercial Tax Tribunal |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
7.09 |
7.09 |
2010-2012 |
Joint Commissioner, Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
0.10 |
0.10 |
2010-2011 |
Joint Commissioner, Kanpur |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
1.91 |
0.57 |
2012-2013 |
Joint Commissioner, Ghaziabad |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.22 |
0.22 |
June 2016 |
Deputy Commissioner, Jaipur |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
582.46 |
2010-2011, 2011-2012, 2012-2013, 2013-2014 and 2014-2015 |
Commercial Tax Officer, Rajasthan |
|
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.04 |
0.04 |
April 2009-March 2010 |
Additional Commissioner Appeals, Jaipur |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.04 |
0.04 |
January 2013-December 2013 |
Joint Commissioner, Jaipur |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.08 |
0.08 |
2013-2014 |
Jodhpur Taxation Tribunal |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.12 |
0.12 |
May 2015 |
Deputy Commissioner, Jaipur |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.14 |
0.14 |
2016-2017 |
Commissioner, Jaipur |
|
Punjab Value Added Tax Act, 2005 |
Value added tax |
0.18 |
- |
201 5-2016 |
Assessing Officer, Mohali |
|
Punjab Value Added Tax Act, 2005 |
Value added tax |
0.33 |
201 5-2016 |
Value added tax tribunal, Punjab and Chandigarh |
|
|
Punjab Value Added Tax Act, 2005 |
Value added tax |
0.19 |
0.14 |
2016-2017 |
The Deputy Excise and Taxation Commissioner (Appeals) cum Joint Director (Investigation), Bathinda |
|
Punjab Value Added Tax Act, 2005 |
Value added tax |
0.13 |
0.03 |
2016-2017 |
The Deputy Excise and Taxation Commissioner (Appeals) cum Joint Director (Enforcement), Jalandhar |
|
West Bengal Value Added Tax Act, 2003 |
Value added tax |
1.21 |
0.51 |
July 2012, September 2013, January 2015 and September 2015 |
West Bengal Taxation Tribunal |
|
West Bengal Value Added Tax Act, 2003 |
Value added tax |
0.96 |
0.47 |
April 2016, September 2016 |
West Bengal Taxation Tribunal |
|
The Goa Value Added Tax Act , 2005 |
Value added tax |
1.87 |
- |
2005-2006 |
Commissioner appeals, Margao |
|
Uttar Pradesh Tax on Entry of Goods into Local Areas Act, 2007 |
Entry tax |
17.45 |
4.64 |
2003-2011 |
Honorable Supreme Court |
|
Rajasthan Tax of Entry of Goods into Local Areas Act, 1999 |
Entry tax |
23.11 |
11.08 |
2014-2016 |
Honorable High Court, Jaipur |
|
West Bengal Tax on Entry of Goods into Local Areas Act, 2012 |
Entry tax |
45.57 |
2013-2016 |
Honorable High Court, Kolkata |
|
|
Goa Non-Biodegradable Garbage (Control) Act, 1996 (Act 5 of 1997) |
Cess |
14.69 |
April 2014 to December 2016 |
Honorable High Court of Bombay at Goa, Panji |
|
|
Income-tax Act, 1961 |
Income tax |
0.34 |
AY 2006-2007, 2007-2008 |
Income Tax Appellate Tribunal, New Delhi |
|
|
Income-tax Act, 1961 |
Income tax |
2.79 |
AY 2014-2015, 201 5-2016 |
Commissioner Income Tax (Appeals), New Delhi |
(viii) The Company has not defaulted in repayment of loans or borrowings to any financial institution or a bank or government or any dues to debenture-holders during the year.
(ix) In our opinion, the Company has applied moneys raised by way of initial public offer and the term loans for the purposes for which these were raised.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the Directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure 2 to the Independent Auditorsâ Report of even date to the members of Varun Beverages Limited, on the standalone financial statements for the year ended December 31, 2016
ANNEXURE 2
Independent Auditorsâ Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
1. In conjunction with our audit of the standalone financial statements of Varun Beverages Limited ("the Company") as of and for the year ended December 31, 2016, we have audited the internal financial controls over financial reporting ("IFCoFR") of the Company as of that date.
Managementâs Responsibility for Internal Financial Controls
2. The Company''s Board of Directors 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 financial controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). 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 the Company''s business, including adherence to 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 Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. 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 IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A Company''s IFCoFR 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 IFCoFR 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 authorizations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 over Financial Reporting
7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at December 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal financial controls stated in the Guidance Note issued by the ICAI.
For Walker Chandiok & Associates For O.P. Bagla & Co.
Chartered Accountants Chartered Accountants
Firm Registration No: 001329N Firm Registration No: 000018N
Per Arun Tandon Per Neeraj Kumar Agarwal
Partner Partner
Membership No. 517273 Membership No. 094155
Place: Gurugram Place: Gurugram
Date: February 20, 2017 Date: February 20, 2017
L-41 Connaught Place, 8/12, Kalkaji Extension,
New Delhi 110 001 New Delhi 110 019
Dec 31, 2015
Independent Auditorsâ Report To the Members of Varun Beverages Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Varun Beverages Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 December 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
8. 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 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 31 December 2015, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditorâs Report) Order, 2015 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
10. 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 purpose 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 standalone financial statements dealt with by this report are in agreement with the books of account;
d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);
e. on the basis of the written representations received from the Directors as on 31 December 2015 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 December 2015 from being appointed as a Director in terms of Section 164(2) of the Act;
f. with respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. as detailed in Note 34 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure to the Independent Auditors Report of even date to the members of Varun Beverages Limited, on the standalone financial statements for the year ended 31 December 2015
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone 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, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets, other than refrigerators (visi coolers) and containers lying with third parties, have been physically verified by the management during the year and no material discrepancies were noticed on such verification. The Company has a regular program of physical verification of the refrigerators (visi coolers) under which such fixed assets are verified in a phased manner over a period of three years and no material discrepancies were noticed on such verification. According to the information and explanations given to us, the existence of containers lying with active third parties is considered on the basis of the confirmations obtained from such third parties. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.
(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.
(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.
(iii) The Company has granted unsecured loan to one party covered in the register maintained under Section 189 of the Act; and with respect to the same:
(a) the principal amount is not due for repayment currently however, the receipt of interest is regular; and
(b) there is no overdue amount in respect of loans granted to such party.
(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3 (v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii)(a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory
dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:
|
Name of the statute |
Nature of dues |
Amount (Rs, millions) |
Amount paid under protest ('' millions) |
Period to which the amount relates |
Forum where dispute is pending |
|
Central Excise Act, 1944 |
Central excise |
207.47 |
0.19 |
2005-2006, February 2009-December 2013 |
CESTAT, New Delhi |
|
Central Excise Act, 1944 |
Central excise |
2.10 |
0.73 |
January 2008 -February 2012 |
Additional Commissioner Appeals, Jaipur |
|
Central Excise Act, 1944 |
Central excise |
2.62 |
0.06 |
February 2013-April 2015 |
Assistant Commissioner, Bhiwadi |
|
Central Excise Act, 1944 |
Central excise |
1.27 |
- |
2014-2015 |
Additional Commissioner Appeals, Agra |
|
Central Excise Act, 1944 |
Central excise |
2.54 |
2.54 |
July 2014 |
Assistant Commissioner, Noida |
|
Central Excise Act, 1944 |
Central excise |
0.18 |
- |
May 2009 to March 2010 |
Commissioner Appeals, Kolkata |
|
Central Excise Act, 1944 |
Central excise |
0.37 |
- |
April 2013 to March 2015 |
Deputy Commissioner, Kolkata |
|
Central Excise Act, 1944 |
Central excise |
1.76 |
- |
July 2014 to August 2014 |
Additional Commissioner, Kolkata |
|
Finance Act, 1944 |
Service tax |
2.72 |
- |
April 2010- March 2012 |
Commissioner Appeals, Jaipur |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
1.61 |
0.11 |
2001-2002 to 2003-2005 |
Honorable Supreme Court |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
1.76 |
1.76 |
2008-2009, 20132014, 2014-2015, 2015-2016 |
Assessing Officer, Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
17.07 |
2.88 |
January 2008 to March 2010, 20112012 |
Additional Commissioner, Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
0.68 |
0.68 |
2009-2010 |
Uttar Pradesh Commercial tax Tribunal |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
7.09 |
7.09 |
2010-2012 |
Joint Commissioner, Ghaziabad |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
0.10 |
0.10 |
2010-2011 |
Joint Commissioner, Kanpur |
|
Name of the statute |
Nature of dues |
Amount (Rs, millions) |
Amount paid under protest (Rs, millions) |
Period to which the amount relates |
Forum where dispute is pending |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.14 |
0.10 |
2013-2014 |
Deputy Commissioner Appeals, Jaipur |
|
Uttar Pradesh Tax on Entry of Goods into Local Areas Act, 2007 |
Entry tax |
10.04 |
4.64 |
2003-2011 |
Honorable Supreme Court |
|
Rajasthan Tax of Entry of Goods into Local Areas Act, 1999 |
Entry tax |
62.16 |
31.08 |
2012-2015 |
Honorable High Court, Jaipur |
|
West Bengal Tax on Entry of Goods into Local Areas Act, 2012 |
Entry tax |
29.86 |
- |
2013-2016 |
Honorable High Court, Kolkata |
|
Madhya Pradesh Value Added Tax Act, 2002 |
Value added tax |
0.30 |
0.06 |
2013-2014 |
Commissioner, Bhopal |
|
Madhya Pradesh Value Added Tax Act, 2002 |
Entry tax |
0.05 |
0.01 |
2013-2014 |
Commissioner, Bhopal |
|
Punjab Value Added Tax Act, 2005 |
Value added tax |
0.18 |
- |
2015-2016 |
Assessing Officer, Mohali |
|
Punjab Value Added Tax Act, 2005 |
Value added tax |
0.33 |
- |
2015-2016 |
Value added tax Tribunal, Punjab and Chandigarh |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.04 |
0.04 |
April 2009-March 2010 |
Tax Law Board, Ajmer |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.04 |
0.04 |
January 2013-December 2013 |
Joint Commissioner, Jaipur |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.08 |
0.08 |
2013-14 |
Jodhpur Taxation Tribunal |
|
Rajasthan Value Added Tax Act, 2003 |
Value added tax |
0.12 |
0.12 |
May 2015 |
Deputy Commissioner, Jaipur |
|
Goa Non-Biodegradable Garbage (Control) Act, 1996 (Act 5 of 1997) |
Cess |
13.57 |
- |
April 2014 to December 2015 |
Honorable High Court of Bombay, Panji |
|
The Goa Value Added Tax Act, 2005 |
Value added tax |
1.87 |
- |
2005-2006 |
Commissioner Appeals, Margao |
|
West Bengal Value Added Tax Act, 2003 |
Value added tax |
1.21 |
0.51 |
July 2012, September 2013, January 2015 and September 15 |
West Bengal Taxation Tribunal |
|
Income-Tax Act, 1961 |
Income tax |
0.34 |
- |
AY 2006-2007, 2007-2008 |
Income Tax Appellate Tribunal, New Delhi |
|
Income-Tax Act, 1961 |
Income tax |
2.79 |
- |
AY 2014-2015, 2015-2016 |
Commissioner of Income Tax (Appeals), New Delhi |
(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.
(viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.
(ix) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or banks or to debenture-holders during the year.
(x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.
(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.
(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit.
For Walker Chandiok & Associates For O.P. Bagla & Co.
Chartered Accountants Chartered Accountants
Firm Registration No.: 001329N Firm Registration N°.: °°0018N
per Nitin Toshniwal per Neeraj Kumar Agarwal
Partner Partner
Membership No.: 507568 Membership No.: 094155
Place : Gurgaon
Date : 29 February 2016
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
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