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Auditor Report of Dabur India Ltd.

Mar 31, 2023

Opinion

1. We have audited the accompanying standalone financial statements of Dabur India Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow, the Statement of Changes in Equity for the year then ended, notes to the standalone financial statements 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 March 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.

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.

Key audit matter

How our audit addressed the key audit matter

A. Revenue recognition

Our key procedures included, but were not limited to, the

Refer note 34 to the standalone financial statements.

following:

The Revenues of the Company consists primarily of sale

a) Assessed the appropriateness of the Company’s revenue

of products and is recognized when control of products

recognition accounting policies, including those relating

being sold is transferred to customer and there is no

to rebates and trade discounts by comparing with the

unfulfilled obligation.

applicable accounting standards;

Revenue is measured at fair value of the consideration

b) Tested the design and operating effectiveness of the

received or receivable and is accounted for net of rebates

general IT control environment and the manual controls for

and trade discounts.

recognition of revenue, calculation of discounts and rebates;

The estimation of discounts, incentives and rebates

c) Performed test of details:

recognized, related to sales made during the year, is

i. Tested, on a sample basis, sales transactions to the

material and considered to be complex and subject to

underlying supporting documentation which includes

judgments. The complexity mainly relates to various

goods dispatch notes and shipping documents;

discounts, incentives and scheme offers, diverse range of

ii. Reviewed, on a sample basis, sales agreements and

market presence and complex contractual agreements/

the underlying contractual terms related to delivery of

commercial terms across those markets. Therefore,

goods and rebates to assess the Company’s revenue

there is a risk of revenue being misstated as a result of

recognition policies with reference to the requirements

inaccurate estimates of discounts and rebates.

of the applicable accounting standards;

Key audit matter

How our audit addressed the key audit matter

The Company also focuses on revenue as a key

iii. Assessed the Company’s process for recording of the

performance measure, which could create an incentive

accruals for discounts and rebates as at the year-end

for overstating revenue by influencing the computation of

for the prevailing incentive schemes;

rebates and discounts.

iv. Tested, on a sample basis, discounts and rebates

Considering the materiality of amounts involved,

recorded during the year to the relevant approvals and

significant judgements related to estimation of rebates

supporting documentation which includes assessing

and discounts, the same has been considered as a key

the terms and conditions defined in the prevalent

audit matter.

schemes and customer contracts; v. Obtained supporting documentation for a sample of credit notes issued after the year end to determine whether the transaction was recognized in the correct accounting period.

d) Compared the discount, incentives and rebates of the current year with the prior year for variance/trend analysis and where relevant, conducted further inquiries and testing to corroborate the variances by considering both internal and external benchmarks, overlaying our understanding of industry practices and recent changes in economic environment; and

e) Assessed the appropriateness of the Company’s description of the accounting policy, disclosures related to discounts, incentives and rebates and whether these are adequately presented in the standalone financial statements.

B. Litigations and claims - provisions and contingent

Our key procedures included, but not limited to, the

liabilities

following:

Refer note 46A and 49 to the standalone financial

a) Assessed the appropriateness of the Company’s

statements.

accounting policies relating to provisions and contingent

The Company is involved in direct, indirect tax and other

liability by comparing with the applicable accounting

litigations (‘litigations’) that are pending with different

standards;

statutory authorities.

b) Assessed the Company’s process and the underlying

The level of management judgement associated

controls for identification of the pending litigations and

with determining the need for, and the quantum of,

completeness for financial reporting and also for monitoring

provisions for any liabilities arising from these litigations

of significant developments in relation to such pending

is considered to be high. This judgement is dependent

litigations;

on a number of significant assumptions and assessments

c) Assessed the Company’s assumptions and estimates

which involves interpreting the various applicable rules,

in respect of litigations, including the liabilities or

regulations, practices and considering precedents in the

provisions recognized or contingent liabilities disclosed

various jurisdictions.

This matter is considered as a key audit matter, in view of

in the standalone financial statements. This involved assessing the probability of an unfavorable outcome

the uncertainty regarding the outcome of these litigations, the significance of the amounts involved and the

of a given proceeding and the reliability of estimates of related amounts;

subjectivity involved in management’s judgement as to

d) Performed substantive procedures on the underlying

whether the amount should be recognized as a provision

calculations supporting the provisions recorded;

or only disclosed as contingent liability in the standalone

e) Assessed the management’s conclusions through

financial statements.

understanding relevant judicial precedents in similar cases and the applicable rules and regulations; f) Obtained legal opinions from the Company’s external legal counsel, where appropriate;

Key audit matter How our audit addressed the key audit matter

g) Engaged subject matter specialists to gain an understanding of the current status of litigations and monitored 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

h) Assessed the appropriateness of the Company’s description of the accounting policy, disclosures related to litigations and whether these are adequately presented in the standalone financial statements.

C. Acquisition of non-current investment in a subsidiary

During the year the Company has acquired controlling interest of 51% of the equity shares capital of Badshah Masala Private Limited, a domestic company headquartered in Mumbai, dealing in FMCG products of the nature of spices and blended products on 02 January 2023 at consideration of '' 481.32 crores.

Our key procedures included, but not limited to, the

following:

a) Read the scheme under acquisition with its salient features conducive to future incremental activity level and profitability of the company.

b) Resolution of the Board of Directors in support of relevant acquisition in Board Meeting.

c) Agreement of acquisition leaving 49% stake with erstwhile promoters and distribution of managerial portfolio in terms of acquisition agreement.

d) Recording of transaction in due adherences of acquisition agreement and accounting norms.

Information other than the Standalone Financial

Statements and Auditor’s 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, Business Responsibility and Sustainability Report and Directors’ 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.

• 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; and

• 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. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

13. 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.

14. 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.

15. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,

8. In 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.

Auditor’s 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.

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 system 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;

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.

Other Matter

16. The financial statements of the Company for the year ended 31 March 2022 included in these standalone financial statements, were audited by the predecessor auditor who expressed an unmodified opinion on those statements on 05 May 2022. Opening balances and carried forward balances pertaining to figures of earlier years have been considered by us on the basis of our predecessor’s certification.

Report on Other Legal and Regulatory Requirements

17. 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.

18. 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 A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

19. Further to our comments in Annexure A, 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 March 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 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure B 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 46 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 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 March 2023;

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 March 2023;

iv. (a) The management has represented that,

to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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 or entity, 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;

iv. (b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person or entity, 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

iv. (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 March 2023 in respect of such dividend declared for the previous year is in accordance with section 1 23 of the Act, as applicable. Further, the interim dividend declared and paid by the Company during the year ended 31 March 2023 and until the date of this audit report is in compliance with section 123 of the Act. Further, as stated in note 45 to the accompanying standalone

financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 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, as applicable

vi. Since requirement of maintenance of accounting software which has a feature of audit trail under Rule 3 of the Companies (Accounts) Rules, 2014 has been deferred from financial year commencing from 01 April 2022 to financial year commencing from 01 April 2023, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

For G Basu & Co

Chartered Accountants Firm’s Registration No: 301174E

Subroto Lahiri

Partner

Place : New Delhi Membership No.: 051717

Date : 04 May 2023 UDIN: 23051717BGYYFE5957


Mar 31, 2022

Report on the Audit of the Standalone Financial StatementsOpinion

1. We have audited the accompanying standalone financial statements of Dabur India Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 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 March 2022, 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.

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.

Key audit matter

How our audit addressed the key audit matter

A. Revenue recognition

Refer note 32 to the standalone financial statements.

The Revenues of the Company consists primarily of sale of products and is recognized when control of products being sold is transferred to customer and there is no unfulfilled obligation.

Revenue is measured at fair value of the consideration received or receivable and is accounted for net of rebates, trade discounts.

The estimation of discounts, incentives and rebates recognized, related to sales made during the year, is material and considered to be complex and subject to judgments. The complexity mainly relates to various discounts, incentives and scheme offers, diverse range of market presence and complex contractual agreements/ commercial terms across those markets. Therefore, there is a risk of revenue being misstated as a result of inaccurate estimates of discounts and rebates.

Our key procedures included, but were not limited to,

the following:

a) Assessed the appropriateness of the Company’s revenue recognition accounting policies, including those relating to rebates and trade discounts by comparing with the applicable accounting standards;

b) Tested the design and operating effectiveness of the general IT control environment and the manual controls for recognition of revenue, calculation of discounts and rebates;

c) Performed test of details:

i. Tested, on a sample basis, sales transactions to the underlying supporting documentation which includes goods dispatch notes and shipping documents;

ii. Reviewed, on a sample basis, sales agreements and the underlying contractual terms related to delivery of goods and rebates to assess the Company’s revenue recognition policies with reference to the requirements of the applicable accounting standards;

Key audit matter

How our audit addressed the key audit matter

The Company also focuses on revenue as a key performance measure, which could create an incentive for overstating revenue by influencing the computation of rebates and discounts.

Considering the materiality of amounts involved, significant judgements related to estimation of rebates and discounts, the same has been considered as a key audit matter.

iii. Assessed the Company’s process for recording of the accruals for discounts and rebates as at the year-end for the prevailing incentive schemes;

iv. Tested, on a sample basis, discounts and rebates recorded during the year to the relevant approvals and supporting documentation which includes assessing the terms and conditions defined in the prevalent schemes and customer contracts;

v. Obtained supporting documentation for a sample of credit notes issued after the year end to determine whether the transaction was recognized in the correct accounting period; and

vi. Assessed if there is any modification to, or other impact on the contracts with customers due to COVID 19 outbreak.

d) Compared the discount, incentives and rebates of the current year with the prior year for variance/trend analysis and where relevant, conducted further inquiries and testing to corroborate the variances by considering both internal and external benchmarks, overlaying our understanding of industry practices and recent changes in economic environment; and

e) Assessed the appropriateness of the Company’s description of the accounting policy, disclosures related to discounts, incentives and rebates and whether these are adequately presented in the standalone financial statements.

B. Litigations and claims - provisions and contingent liabilities

Refer note 44A and 47 to the standalone financial statements.

The Company is involved in direct, indirect tax and other litigations (‘litigations’) that are pending with different statutory authorities.

The level of management judgement associated with determining the need for, and the quantum of, provisions for any liabilities arising from these litigations is considered to be high. This judgement is dependent on a number of significant assumptions and assessments which involves interpreting the various applicable rules, regulations, practices and considering precedents in the various jurisdictions.

This matter is considered as a key audit matter, in view of the uncertainty regarding the outcome of these litigations, the significance of the amounts involved and the subjectivity involved in management’s judgement as to whether the amount should be recognized as a provision or only disclosed as contingent liability in the standalone financial statements.

Our key procedures included, but not limited to, the

following:

a) Assessed the appropriateness of the Company’s accounting policies relating to provisions and contingent liability by comparing with the applicable accounting standards;

b) Assessed the Company’s process and the underlying controls for identification of the pending litigations and completeness for financial reporting and also for monitoring of significant developments in relation to such pending litigations;

c) Assessed the Company’s assumptions and estimates in respect of litigations, including the liabilities or provisions recognized 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;

d) Performed substantive procedures on the underlying calculations supporting the provisions recorded;

e) Assessed the management’s conclusions through understanding relevant judicial precedents in similar cases and the applicable rules and regulations;

Key audit matter

How our audit addressed the key audit matter

f) Obtained legal opinions from the Company’s external legal counsel, where appropriate;

g) Engaged subject matter specialists to gain an understanding of the current status of litigations and monitored 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

h) Assessed the appropriateness of the Company’s description of the accounting policy, disclosures related to litigations and whether these are adequately presented in the standalone financial statements.

Information other than the Standalone Financial Statements and Auditor’s 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 Directors’ 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. In 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.

Auditor’s 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.

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 system 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; and

• 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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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 A, 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 A, 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 March 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 March 2022 and the operating effectiveness of such controls, refer to our separate Report in Annexure B 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 44 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 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 March 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 March 2022;

iv. (a) The management has represented that,

to the best of its knowledge and belief, as disclosed in note 63 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 or entity, 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 of the Ultimate Beneficiaries;

iv. (b) The management has represented that, to the best of its knowledge and belief, as disclosed in note 63 to the standalone financial statements, no funds have been received by the Company from any person or entity, 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

iv. (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 March 2022 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. Further, the interim dividend declared and paid by the Company during the year ended 31 March 2022 and until the date of this audit report is in compliance with section 123 of the Act. Further, as stated in note 43 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2022 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.

For Walker Chandiok & Co LLP

Chartered Accountants Firm’s Registration No.: 001076N/N500013

Neeraj Goel

Partner

Place : New Delhi Membership No.: 099514

Date : 5 May 2022 UDIN: 22099514AIKRTN6856


Mar 31, 2021

Opinion

1. We have audited the accompanying standalone financial statements of Dabur India Limited (''the Company''), which comprise the Balance Sheet as at 31 March, 2021, 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.

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 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under Section 133 of the Act, of the state of affairs of the Company as at 31 March, 2021, 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 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 we have 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 standalone 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

A. Revenue recognition

Refer note 32 to the standalone financial statements.

The Revenues of the Company consists primarily of sale of products and is recognized when control of products being sold is transferred to customer and there is no unfulfilled obligation.

Revenue is measured at fair value of the consideration received or receivable and is accounted for net of rebates, trade discounts.

The estimation of discounts, incentives and rebates recognized, related to sales made during the year, is material and considered to be complex and subject to judgments. The complexity mainly relates to various discounts, incentives and scheme offers, diverse range of market presence and complex contractual agreements/ commercial terms across those markets. Therefore, there is a risk of revenue being misstated as a result of inaccurate estimates of discounts and rebates.

Our key procedures included, but not limited to, the

following:

a) Assessed the appropriateness of the Company''s revenue recognition accounting policies, including those relating to rebates and trade discounts by comparing with the applicable accounting standards;

b) Tested the design and operating effectiveness of the general IT control environment and the manual controls for recognition of revenue, calculation of discounts and rebates;

c) Performed test of details:

i. Tested, on a sample basis, sales transactions to the underlying supporting documentation which includes goods dispatch notes and shipping documents;

ii. Reviewed, on a sample basis, sales agreements and the underlying contractual terms related to delivery of goods and rebates to assess the Company''s revenue recognition policies with reference to the requirements of the applicable accounting standards;

The Company also focuses on revenue as a key performance measure, which could create an incentive for overstating revenue by influencing the computation of rebates and discounts.

Considering the materiality of amounts involved, significant judgements related to estimation of rebates and discounts, the same has been considered as a key audit matter.

iii. Assessed the Company''s process for recording of the accruals for discounts and rebates as at the year-end for the prevailing incentive schemes;

iv. Tested, on a sample basis, discounts and rebates recorded during the year to the relevant approvals and supporting documentation which includes assessing the terms and conditions defined in the prevalent schemes and customer contracts;

v. Obtained supporting documentation for a sample of credit notes issued after the year end to determine whether the transaction was recognized in the correct accounting period; and

vi. Assessed if there is any modification to, or other impact on the contracts with customers due to COVID 19 outbreak.

d) Compared the discount, incentives and rebates of the current year with the prior year for variance/trend analysis and where relevant, conducted further inquiries and testing to corroborate the variances by considering both internal and external benchmarks, overlaying our understanding of industry practices and recent changes in economic environment; and

e) Assessed the appropriateness of the Company''s description of the accounting policy, disclosures related to discounts, incentives and rebates and whether these are adequately presented in the standalone financial statements.

B. Litigations and claims - provisions and contingent

Our key procedures included, but not limited to, the

liabilities

following:

Refer note 45A and 48 to the standalone financial

a) Assessed the appropriateness of the Company''s

statements.

accounting policies relating to provisions and contingent

The Company is involved in direct, indirect tax and other

liability by comparing with the applicable accounting

litigations (''litigations'') that are pending with different

standards;

statutory authorities.

b) Assessed the Company''s process and the underlying

The level of management judgement associated

controls for identification of the pending litigations

with determining the need for, and the quantum of,

and completeness for financial reporting and also for

provisions for any liabilities arising from these litigations

monitoring of significant developments in relation to such

is considered to be high. This judgement is dependent

pending litigations;

on a number of significant assumptions and assessments

c) Assessed the Company''s assumptions and estimates in

which involves interpreting the various applicable rules,

respect of litigations, including the liabilities or provisions

regulations, practices and considering precedents in the

recognized or contingent liabilities disclosed in the

various jurisdictions.

This matter is considered as a key audit matter, in view of the uncertainty regarding the outcome of these litigations, the significance of the amounts involved and 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;

subjectivity involved in management''s judgement as to

d) Performed substantive procedures on the underlying

whether the amount should be recognized as a provision

calculations supporting the provisions recorded;

or only disclosed as contingent liability in the standalone

e) Assessed the management''s conclusions through

financial statements.

understanding relevant judicial precedents in similar cases and the applicable rules and regulations;

Key audit matter

How our audit addressed the key audit matter

f) Obtained legal opinions from the Company''s external legal counsel, where appropriate;

g) Engaged subject matter specialists to gain an understanding of the current status of litigations and monitored 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

h) Assessed the appropriateness of the Company''s description of the accounting policy, disclosures related to litigations and whether these are adequately presented in the standalone financial statements.

C. Valuation of investments and impairment thereof

Our key procedures included, but not limited to, the

Refer note 7B and 13 to the standalone financial statements.

following:

The Company''s investment portfolio represents a significant

a) Assessed the appropriateness of the relevant accounting

portion of the Company''s total assets, which primarily

policies of the Company, including those relating to

consists of:

recognition and measurement of financial instrument by

i. Bonds;

ii. Non-convertible debentures;

comparing with the applicable accounting standards; b) For instrument valued at fair value:

i. Assessed the availability of quoted prices in liquid

iii. Fixed deposits; and

markets;

iv. Government securities and State development loans.

ii. Assessed whether the valuation process is

The aforementioned instruments are valued at amortized

appropriately designed and captures relevant valuation

cost or fair value through other comprehensive income

inputs;

(FVTOCI) depending upon the requirements of Ind AS

iii. Performed testing of the inputs/assumptions used in

109, Financial Instruments, as summarized below:

the valuation; and

1. Instrument valued at amortized cost:

iv. Assessed pricing model methodologies and

a) Non-convertible debentures;

assumptions against industry practice, recent changes

b) Bonds; and

in economic environment and valuation guidelines.

c) Fixed deposits.

c) For instrument valued at amortized cost:

2. Instrument valued at fair value through other

Assessed the instrument for impairment by evaluating

comprehensive income (‘FVTOCI’):

if there is any significant increase in credit risk, which

a) Bonds;

mainly involves:

b) Non- convertible debentures; and

i. Evaluating the credit rating of individual instrument,

c) Government securities and State development

where relevant, to assess if there is any rating

loans.

downgrade due to recent changes in economic

This is considered to be a significant area in view of the

environment;

materiality of amounts involved, judgements involved in

ii. Evaluating the regularity of the interest payment

determining of impairment/ recoverability of instruments

and principal repayment as per agreed plan/term of

measured at amortized cost which includes assessment

issuance of instrument, where applicable; and

of market data/conditions and financial indicators of

iii. Obtaining the valuations of instruments, where

the investee and judgements in selecting the valuation

required.

basis and the complexities involved in the valuation

d) Assessed the appropriateness of the Company''s

of instruments carried at FVTOCI which includes

description of the accounting policy and disclosures

assessment of the available trading yield of relevant

related to investments and whether these are adequately

instruments and impact of the COVID 19 outbreak on the assumptions considered for such fair valuations.

presented in the standalone financial statements.

Information other than the Standalone Financial

Statements and Auditor’s Report thereon.

6. The Company''s Board of Directors is 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 is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the 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 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, management is responsible for assessing the

Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor’s 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.

11. As part of an audit in accordance with Standards on Auditing, 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 standalone financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of Management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

17. Further to our comments in Annexure A, 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 March, 2021 from being appointed as a Director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls with reference to standalone financial statements of the Company as on 31 March, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 07 May, 2021 as per Annexure B expressed 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 45A to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March, 2021;

ii. the Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses as at 31 March, 2021;

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 March, 2021; 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.

For Walker Chandiok & Co LLP

Chartered Accountants Firm''s Registration No.: 001076N/N500013

Neeraj Goel

Partner

Place : Gurgaon Membership No.: 099514

Date : 7 May, 2021 UDIN: 21099514AAAACQ2312


Mar 31, 2018

Independent Auditor''s Report

To the Members of Dabur India Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Dabur India Limited (''the Company''), which comprise the Balance Sheet as at 31 March, 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.

Management''s 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.

Auditor''s 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 March,

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 March, 2017, were audited by another auditor who had expressed an unmodified opinion on those financial statements vide their audit report dated 01 May, 2017. 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 A a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure A, 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 March, 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 March, 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 01 May, 2018 as per Annexure B 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 45 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 has been no delay in transferring amounts, 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.

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 comprising of Property, Plant and Equipment, Capital work-in-progress, Investment Property and Other Intangible assets.

(b) The fixed assets comprising of property, plant and equipment, capital work-in-progress, and investment property have been physically verified by the Management during the year and no material discrepancies were noticed on such verification. 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 in property, plant and equipment, capital work-in-progress and investment property) are held in the name of the Company.

(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.

Statement of Disputed Dues

Name of the statute

Nature of dues

Amount (?) in Crores

Amount paid under protest (?) in Crores

Period to which the amount relates

Forum where dispute is pending

Central Sales Tax Act, Local Sales Tax Act, Value Added Tax,

Value Added Tax/Central Sales Tax

84.67

23.10

1999-2000 to 2016-17

Assessing Authority / Commissioner''s Level / Revision Board

7.17

1.58

1997-98 to 2003-04,2005-06 to 2015-16

The Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

20.71

2.03

1990-91 to 1994-95, 1996-97 to 2000-01, 2006-07 to 2012-13

Hon''ble High Courts

Central Excise Act, 1944

Excise Duty

1.47

0.09

1995-96 to 2016-17

Commissioner (Appeals)

71.61

4.26

1994-95 to 2015-16

CESTAT

Finance Act, 2004 and Service tax Rules

Service Tax

0.92

0.92

2004-05 to 2008-09

CESTAT

The Indian Stamp Act, 1899

Stamp Duty

15.30

3.80

2007 to 2015

Hon''ble High Court

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(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 SubSection (1) of Section 148 of the Act in respect of Company''s products/services 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:

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures 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 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 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 Auditor''s 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 Dabur India Limited ("the Company") as of and for the year ended 31 March, 2018, we have audited the Internal Financial Controls over Financial Reporting ("IFCoFR") of the Company as of that date.

Management''s 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 control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by 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.

Auditors'' 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 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 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 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 31 March, 2018, 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 issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

per nupam Kumar

Partner

Membership No.: 501531

Place: New Delhi

Date: May 1, 2018


Mar 31, 2017

Auditor’s Report

REPORT OF THE INDEPENDENT AUDITOR ON THE STANDALONE FINANCIAL STATEMENTS

To the Members of Dabur India Limited

We have audited the accompanying standalone financial statements of Dabur India Limited ("the Company"), which comprise the balance sheet as at 31st March 2017, the statement of profit and loss, the statement of changes in equity, the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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. 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 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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.

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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 control 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 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

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 31st March 2017, and its profit, changes in equity and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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-2 a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, the statement of changes in equity and the Cash Flow Statement 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.

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure1.

3. 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, in our opinion and to the best our information and according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 27 and 30 to the financial statements.

We have audited the internal financial controls over financial reporting of Dabur India Limited ("the Company") as of 31st March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its 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 Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our

b) The Company did not have any long-term contract including derivative contract which may lead to any foreseeable loss.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d) The company has provided requisite disclosure in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with 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

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

c. The title deeds of immovable property are held in the name of the Company.

2. The inventories have been physically verified at reasonable intervals during the year by the management. The discrepancies noticed on physical verification between the physical stock and book records were not material and have been properly dealt with in the books of accounts.

3. The company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. The Company has complied to the provisions of section 185 and 186 of the Companies Act, 2013 in respect to loans, investments, guarantees and securities.

or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

5. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Rules framed there under to the extent notified.

6. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 in respect of products of the company covered under the rules under said section have been made and maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

7. a) According to information and explanations given to us,

the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance , income tax, sales tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2017 for a period of more than six months from the date of becoming payable.

b) The dues on account of Sales Tax, Income Tax, Excise Duty, Service tax, wealth tax, custom duty, value added tax

and cess disputed by the company and not being paid, vis-a-vis forums where such disputes are pending are mentioned below:-

Name of the Statute

Nature of dues

Period

Amount (Rs in crs)

Forum where Pending

Sales Tax and VAT Laws

Central Sales Tax Act, Local Sales Tax Act, Value

2000-01 to 2015-16

40.79

Assessing Authority/ Commissioner''s Level/Revision Board

Added Tax, Entry

1997-98 to 2003-04, 2005-06 to 2013-14

6.72

Appellate Tribunal

Tax etc

1990-91 to 2000-01, 2006-07 to 2010-11

15.63

High Courts

Income Tax Act, 1961

Income Tax

2009-10, 2011-12 to 2014-15, 2016-17 2008-09

0.04

0.01

Assessing Officer Commissioner (Appeal)

Central Excise Act, 1944

Excise Duty

1994-95 to -2015-16 1994-95 to -2015-16

11.64

98.14

Commissioner (Appeal) Tribunal

Service tax (Finance Act

Service Tax

2013-14 to 2014-15

0.01

Commissioner (Appeal)

1994)

2004-05 to 2010-11

39.01

Tribunal

8. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any bank or government. Company has no debenture holder or any financial institutional borrowing during the year.

9. Neither any term loan has been obtained during the year nor any money was raised by way of public offer (including debt instruments) during the year by the company.

10. Attention is invited to note No.57 of financial statements concerning financial irregularity attracting Section 447 of the Companies Act, 2013 on the part of an officer of the company involving around Rs. 0.53 crs apart from nexus of his relatives with entities prompting conflict of interest which have been brought to our notice by the management.

11. The managerial remuneration has been paid or provided in accordance with the provisions of section 197 read with Schedule V of the Act.

12. The Company is not a Nidhi Company, accordingly paragraph 3 (xii) of the Order is not applicable.

13. All the transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details of related parties transactions have been disclosed in the Financial Statements as required by the applicable accounting standard.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. The Company has not entered into any non-cash transactions with directors.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For G.Basu & Co.

Chartered Accountants

Firm''s registration number: 301174E

S. Lahiri

Place : New Delhi Partner,

Date : May 1, 2017 Membership number: 51717


Mar 31, 2015

We have audited the accompanying standalone financial statements of Dabur India Limited ("the Company"), which comprise the balance sheet as at 31st March, 2015, the statement of profit and loss, the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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. 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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.

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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 control 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 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

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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement 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.

e. On the basis of the written representations received from the Directors as on 31st March, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as a Director in terms of Section 164(2) of the Act.

f. In our opinion, the Company has reasonably adequate internal financial control system in place providing operating effectiveness of such controls.

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, in our opinion and to the best our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 21 and 23 to the financial statements.

II. The Company did not have any long-term contract including derivative contract which may lead to any foreseeable loss.

III. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

2. a. The inventories have been physically verified at reasonable intervals during the year by management.

b. The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in books of accounts.

3. The Company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and on sale of goods and services. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any continuing failure on the part of the company to correct major weakness in internal control system.

5. The Company has not accepted any deposits from public.

6. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 in respect of products of the company covered under the rules under said section have been made and maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

7. a. According to information and explanations given to us, ''the company'' is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

b. the dues on account on Sales Tax, Income Tax, Excise Duty, Service Tax, Wealth Tax, Custom Duty, Value Added Tax and Cess disputed by the company and not being paid, vis-a-vis forums where such disputes are pending are mentioned below:-

8. ''The Company'' does not have accumulated losses at the end of the financial year. ''The company'' has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that ''the company'' has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

10. ''The Company'' has given guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are not prejudicial to the interest of ''the company''.

11. The term loans were applied for the purpose for which the loans were obtained by ''The Company''.

12. No fraud has been noticed or reported on or by ''the company'' during the year.

Name of the Statute Nature of dues Period

Sales Tax and VAT Laws Central Sales Tax, 1996-97 to 2013-14 Local Sales Tax, Value Added Tax, Entry Tax etc 1997-98 to 2003-04, 2005-06 to 2011-12

1990-91 to 2000-01,2006-07 to 2010-11 & 2012-13

Income Tax Act,1961 Income Tax 2010-11,2012-13 to 2014-15 2009-10

Central Excise Act, Excise Duty 1993 to 2001 1944 1994-2014

1994-2011

Service tax (Finance Service Tax 2001-08 Act 1994)

Name of the Statute Amount Forum where Pending rs in crs)

Sales Tax and VAT Laws 27.27 DC, AC, DETC, REV., BOARD, AA, DETC (Commissioner''s Level)

7.22 Appellate Tribunal

8.75 High Courts

Income Tax Act,1961 0.36 Assessing Officer

0.01 Commissioner (Appeal)

Central Excise Act,1944 5.15 Dy. Commissioner

11.30 Commissioner (Appeal)

106.67 Tribunal

Service tax (Finance Act 1994) 40.29 Tribunal



c. According to information and explanations given to us, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

For G.Basu & Co. Chartered Accountants Firm''s registration number: 301174E

S Lahiri Place: Jebel Ali - UAE Partner Date: May 5, 2015 Membership number: 51717


Mar 31, 2013

We have audited the accompanying financial statements of Dabur India Limited ("the Company"), which comprise the balance sheet as at 31 March 2013, the statement of profit and loss and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these 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 Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) In the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

(b) In the case of the statement of profit and loss, of the profit for the year ended on that date; and

(c) In the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) we have 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 appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

(e) on the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013, from being appointed as a director in terms of clause

(g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT AS REFERRED TO IN PARA I OF THE SAID REPORT OF EVEN DATE.

1. (a) ''The Company'' has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

(c) Fixed assets disposed of during the year were not material enough to affect the going concern identity of the company.

2. (a) The inventories have been physically verified at reasonable intervals during the year by the management.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that ''the company'' is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts.

3. ''The company'' has neither granted nor taken any loans, secured or unsecured to/from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act ,1956.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of ''the company'' and the nature of its business for purchase of inventory and fixed assets and on the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any failure on the part of the company to correct major weakness in internal control system.

5. (a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which appear reasonable as per information available with ''the company''.

6. ''The Company'' has not accepted any deposits from the public.

7. In our opinion ''the company'' has an internal audit system commensurate with its size and nature of its business.

8. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 in respect of products of ''the company'' covered under the rules under said section have been maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

9. (a) According to information and explanations given to us, ''the company'' is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance , income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

(b) There is no disputed due on account of wealth tax, and cess. Dues on account of Sales Tax/ Income Tax/ Excise Duty /Service tax disputed by the company and not being paid, vis-a-vis forums where such disputes are pending are mentioned below:-

Name of the Nature of dues Period Statute

Sales Tax and VAT Laws Central Sales Tax Act, 1999-00 to 2010-11 Local Sales Tax Act, Value Added Tax, Entry Tax

1997-98 to 1999-00, 2001-02 to 2003-04, 2005-06 to 2006-07, 2008-09 to 2009-10 1990-91 to 1998-99, 2006-07 to 2010-11

Income Tax Act, Income Tax 2006-07 & 2010-11 1961 1996-97 to 2002-03, 2008-09

Central Excise Act, 1944 Excise Duty 1993 to 2001, 1996 & 1998 1994-2008 1994-2011

Service tax Service Tax 2005 (Finance Act 1994) 2001-2008

Name of the Statute Amount Forum where Pending (Rs. in Lacs)

Sales Tax and VAT Laws 522.74 DC, AC, DETC, REV, Board, A, A, DETC (Commissioner''s Level

300.06 Appellate Tribunal

465.68 High Court

Income Tax Act, 1961 12.29 Assessing Officer

9.16 Commissioner (Appeal)

Central Excise Act, 1944 517.84 Dy. Commissioner

181.93 Commissioner (Appeal)

9758.92 Tribunal

Service tax 0.28 Commissioner (Appeal)

199.80 Tribunal

10. ''The Company'' does not have accumulated losses at the end of the financial year. ''The Company'' has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that ''the Company'' has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

12. ''The company'' has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, ''the Company'' is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society. Accordingly, paragraph 4 (xiii) of the order is not applicable.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities, debentures and other investments dealt in by ''the company'' and timely entries have been made in the records. We also report that ''the company'' has held the shares, securities, debentures and other investments in its own name except for those pending transfer in Company''s name.

15. ''The company'' has given guarantees for loans taken by others from banks or financial institutions. The terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16. The term loans taken by ''the company'' has been applied for the purpose for which they were raised.

17. No short term fund has been applied for long term purpose.

18. ''The company'' has made preferential allotment of shares under their ESOP Scheme to the parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The price at which these shares were issued is not prima-facie prejudicial to the interest of the company.

19. ''The Company'' has not issued any secured debentures during the year.

20. ''The Company'' has not raised any fund through public issue during the year

21. Based on information and explanations furnished by the management, which have been relied Upon by us, there were no frauds on or by ''the company'' noticed or reported during the year.

For G.Basu & Co.

Chartered Accountants

Firm''s registration number: 301174E

Anil Kumar

Place: New Delhi Partner

Date: April 30, 2013 Membership number: 9390


Mar 31, 2012

We have audited the attached Balance Sheet of Dabur India Limited ('the Company') as at 31st March, 2012 and its Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

i. As required by the Companies (Auditors' Report) Order 2003, as amended, issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of 'the Company' as we considered appropriate and according to the information and explanations given to us, we enclose herewith in the annexure a statement of the matter specified therein.

ii. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of audit.

iii. In our opinion, proper books of account, as required by law have been kept by the Company so far as appears from our examination of books of account.

iv. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

v. Balance Sheet and Profit & Loss Account have been prepared in due compliances of Accounting Standards referred to in sub section (3C) of section 211 of Companies Act, 1956.

vi. On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors of 'the Company' is disqualified for the Office of the director within the meaning of section 274 (1) (g) of the Companies Act, 1956.

vii. In our opinion and according to the information and explanations given to us, the said accounts read in conjunction with Schedules 1 to 22 and read with other notes appearing in Schedule "23" give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of Balance Sheet, of the State of Affairs of 'the Company' as at 31st March 2012; and

b) In the case of Profit and Loss Account, of the Profit for the year ended on that date; and

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT AS REFERRED TO IN PARA I OF THE SAID REPORT OF EVEN DATE.

1. a. 'The Company' has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

c. Fixed assets disposed of during the year were not material enough to affect the going concern identity of the Company.

2. a. The inventories have been physically verified at reasonable intervals during the year by the management.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that 'the Company' is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts.

3. 'The Company' has neither granted nor taken any loans, secured or unsecured to/from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act ,1956.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of 'the Company' and the nature of its business for purchase of inventory and fixed assets and on the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any failure on the part of the Company to correct major weakness in internal control system.

5. a. Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which appear reasonable as per information available with 'the Company.

6. 'The Company' has not accepted any deposits from the public.

7. In our opinion 'the Company' has an internal audit system commensurate with it's size and nature of its business.

8. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under section 209 (i) (d) of the Companies Act, 1956 in respect of products of 'the Company' covered under the rules under said section have been maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

9. a. According to information and explanations given to us, 'the Company' is regular in depositing with appropriate

authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance , income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

b. There is no disputed due on account of wealth tax and cess. Dues on account of Sales Tax/ Income Tax/ Excise Duty /Service tax disputed by the Company and not being paid, vis-a-vis forums where such disputes are pending are mentioned below:-

Name of Nature of the dues Amount Period to which Forum where dispute is pending

the Statute (Rs.in Lacs) the amount

relates

Sales Tax Classification of L.D.M. 19.72 1990-91 Pending with High Court

--do-- Classification of L.D.M. 34.19 1991-92 Pending with High Court

--do-- Classification of L.D.M. 35.08 1992-93 Pending with High Court

--do-- Sales Tax on Stock Transfer 28.60 1991-02 Pending before High Court, Patna

--do-- Classification of Hajmola Candy 27.78 1996-97 Pending before High Court, Calcutta

--do-- Classification of Hajmola Candy & Tablet 61.67 1997-98 Pending before Tribunal

--do-- Classification of Hajmola Candy & Tablet 25.96 1998-99 Pending before Tribunal

--do-- Classification of Hajmola Candy & Tablet 39.92 1999-00 Pending before Tribunal

--do-- Classification of Hajmola Candy 9.58 2000-01 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy 11.66 2001-02 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy 4.44 2002-03 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy 5.53 2003-04 Pending before Appellate & Revision Board

--do-- Non submission of Form C 0.85 2003-04 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy 5.65 2004-05 Pending before Appellate & Revision Board

--do-- Classification of Hajmola Candy & Tablet 24.47 2005-06 Pending before Tribunal

--do-- Classification of Hajmola Candy & Tablet 81.71 2006-07 Pending before Tribunal

--do-- Disallowed of Export Sales 2.17 2006-07 Pending before Tribunal

--do-- Disallowed of Export Sales 0.37 2007-08 Pending before Appellate & Revision Board

--do-- Disallowed of Export Sales 5.63 2008-09 Appeal pending before Asstt. Commissioner

--do-- Classification of Chywanprash & Isabgol 11.47 2008-09 Appeal pending before Add. Commissioner

--do-- Entry Tax matter 0.49 2003-04 Appeal pending before Asstt. Commissioner

--do-- Entry Tax matter 0.70 2004-05 Appeal pending before Asstt. Commissioner

--do-- Form F not considered 0.77 2010-11 Appeal pending before Asstt. Commissioner

--do-- Classification of Hajmola Candy 7.25 1993-94 Writ Petition filed before High Court

--do-- Classification of Hajmola Candy 7.03 1994-95 Writ Petition filed before High Court

--do-- Classification of Hajmola Candy 7.32 1997-98 Writ Petition filed before High Court

--do-- Classification of Hajmola Candy 13.15 1998-99 Writ Petition filed before High Court

--do-- Disallowed of Export Sales 6.79 2006-07 Pending before Appellate & Revision Board

--do-- Form F matter 0.33 2006-07 Pending before Appellate & Revision Board

--do-- Disallowed of Export Sales 1.51 2007-08 Pending before Appellate & Revision Board

--do-- Short Tax deposited 4.59 2000-01 Under Assessing Authority

--do-- Short Tax deposited 0.82 2001-02 Under Assessing Authority

Sales Tax Short collection of Export Certificates 2.31 2003-04 Pending before Appealate & Revision Board

--do-- Dispute on Tax Rate 18.28 1999-00 Pending before Dy. Commissioner

--do-- Dispute on Tax Rate 30.12 2000-01 Pending before Dy. Commissioner

--do-- Sale Enhancement 1.38 2005-06 Pending before Appellate & Revision Board

--do-- Disallowed of Export Sales 6.32 2006-07 Pending before Appellate & Revision Board

--do-- Disallowance of Form C 0.78 2002-03 Appeal pending before Asstt. Commissioner

--do-- Disallowance of Form C 1.89 2003-04 Appeal pending before Asstt. Commissioner

--do-- Disallowance of Form C 2.80 2004-05 Appeal pending before Asstt. Commissioner

--do-- Interest on Turnover Tax & Surcharge 2.85 2001-02 Pending before Tribunal

--do-- Interest on Turnover Tax & Surcharge 3.70 2002-03 Pending before Tribunal

--do-- Interest on Turnover Tax & Surcharge 0.47 2003-04 Pending before Tribunal

--do-- Tax on free issue of CHD Products 13.06 2005-06 Appeal filed with J. Commissioner

--do-- Tax on free issue of CHD Products 12.04 2006-07 Demand raised by D. Commissioner

--do-- Tax on free issue of CHD Products 1.63 2007-08 Demand raised by D. Commissioner

--do-- Form related issues 5.64 2008-09 Demand raised by D. Commissioner

--do-- Dispute on taxability on Chyawanprash 34.72 2006-07 Pending before Dy. Commissioner Appeal

--do-- Dispute on taxability on Chyawanprash 39.71 2006-07 Pending before Dy. Commissioner Appeal

--do-- Dispute on coconut oil 3.95 2005-06 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 0.92 2005-06 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 3.64 2006-07 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 3.52 2007-08 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 54.53 2008-09 Pending before State High Court - Uttaranchal

--do-- Dispute on coconut oil 3.26 2009-10 Pending before State High Court - Uttaranchal

--do-- Dispute on tax rate of Juices 111.44 2004-05 Pending before Delhi Trade & Taxation Authority

--do-- Dispute on Tax Rate 0.14 2008-09 Pending before Delhi Trade & Taxation Authority

--do-- Dispute on Entry Tax 0.30 Appeal filed with Dy. Commissioner Appeals

--do-- Security deposited at Check Post 1.13 2011-12 Pending before the Assessing Authority

--do-- Truck detainted at check post. 1.38 2007-08 Pending before Dy. Commissioner-appeal

--do-- Dispute on Form 18A 0.45 1999-00 Pending before Dy. Commissioner-appeal

--do-- Dispute on Local Tax of FEM products 2.00 2008-09 Pending before UP Trade & Taxation Authority

--do-- Dispute on taxability on odonil 2.21 2001-02 Pending before Dy. Commissioner-appeal

--do-- Dispute on taxability on odonil 3.87 2000-01 Pending before Dy. Commissioner-appeal

--do-- Dispute on taxability on odonil 0.90 2001-02 Pending before Dy. Commissioner-appeal

--do-- Damage destruction disallowed and 0.48 2001-02 Pending before Dy. Commissioner-appeal brand issue

--do-- Dispute on . Stock Transfer Price 13.61 2001-02 Pending before Dy. Commissioner-appeal

--do-- Dispute on Stock Transfer Price 0.58 2002-03 Pending before Dy. Commissioner-appeal

--do-- Dispute on taxability on odonil 0.22 2002-03 Pending before Dy. Commissioner-appeal

--do-- Transporter related issue 4.20 2006-07 Pending before Dy. Commissioner-appeal

--do-- Truck detainted at check post 2.28 2010-11 Pending before Dy. Commissioner-appeal

--do-- Classification of Hajmola Candy & 19.24 2005-06 & 06-07 Pending before Dy. Commissioner-appeal Chyawanprash

--do-- Classification of Hajmola Candy 5.52 2007-08 Pending before Dy. Commissioner-appeal

--do-- Truck detained at check post. 2.23 2004-05 Pending before Dy. Commissioner-appeal

--do-- Truck detained at check post. 1.45 2005-06 Pending before Dy. Commissioner-appeal

--do-- Truck detained at check post. 1.45 2005-06 Pending before Dy. Commissioner-appeal

--do-- Truck detained at check post. 1.45 2005-06 Pending before Dy. Commissioner-appeal

--do-- Dispute on VAT charged on Glucose 26.97 2006-10 Pending before Dy. Commissioner-appeal

--do-- Dispute on VAT charged on Glucose 4.44 2005-10 Pending before Asstt. Commissioner

--do-- Dispute on Excise Information 40.01 2000-01 Pending before High Court

--do-- Penalty on Stock Transfer Price 40.00 2000-01 Pending before Tribunal

--do-- Deposit against Penalty Order 10.07 2008-09 Pending before Addl. Commissioner

--do-- Deposit against Penalty Order 9.23 2009-10 Pending before Addl. Commissioner

--do-- Dispute on Tax Invoices 25.97 2008-09 Appeal filed with Addl. Commissioner

--do-- Non submission of Form C 15.17 2006-07 Appeal filed with Dy. Commissioner

--do-- Non submission of Form F 25.06 2006-07 Appeal filed with Dy. Commissioner

--do-- Truck seized at Sales Tax Barrier 1.08 2008-09 Appeal filed with Sales Tax Board

--do-- Dispute on interest on Entry Tax 52.00 2010-11 Stay from High Court

Income Tax Demand u/s 143(3) 1.40 2008-09 CIT (A), Delhi

-do- Demand u/s 158 BFA 7.76 1996-97 to CIT (a) Mumbai

2002-03

--do-- Demand us/ 201(1A) 0.22 2006-07 -do-

--do-- -do- 286.44 2006-07 -do-

--do-- -do- 2.46 2008-09 -do-

--do-- -do- 1.37 2009-10 -do-

--do-- -do- 19.31 2010-11 -do-

--do-- Classification of Anmol Coco-nut Oil 514.60 1993-2001 Dy. Commissioner Appeals



Excise Duty Modvat on Capital goods 0.82 1996 Dy. Commissioner

--do-- Modvat on in-puts (57H) 2.42 1998 Tribunal

--do-- Hajmola Candy 113.07 2004-05 Commissioner Appeals / High Court

--do-- Classification on Animal Feed 174.75 1994-2003 Commissioner Appeals supplement

--do-- Post manufacturing expenses 0.38 2004-05 Commissioner

--do-- Classification of Janma Ghunti 79.86 1994-2000 Commissioner

--do-- Kewra Water 3.00 01/00- 02/02 Tribunal

--do-- S Tax on Royalty 125.61 04/01- 03/05 Tribunal

--do-- Service tax on ISD 176.77 05/05- 06/06 Tribunal

--do-- Service tax on FO 73.47 04/04- 12/08 Commissioner Appeals

--do-- Classification of Processed Tamarind 84.85 2004-05 Tribunal

--do-- Mahachandanadi Tail/ Erand Tail/Stimilux 3.00 05/98- 02/02 Tribunal (Suo Moto Credit)

--do-- Post Manufacturing Expenses 442.96 2002 Commissioner Appeals

--do-- Capital Goods Removal 30.22 2005-06 Tribunal

--do-- Valuation of Docetaxel /Paclitaxel 498.34 1997-2003 Tribunal

--do-- Freight on Wt average 1.91 08/01- 10/02 Commissioner

--do-- MOT Charges 4.60 04/03- 03/08 Commissioner Appeals

--do-- Classification of Gulabari/Kewra Water/2261.50 04/07- 10/10 Tribunal Shilajit Caps

--do-- Valuation of Odomos Cream 332.64 01/07 - 04/08 Tribunal

--do-- Chyawanprash Classification 2463.34 1988- 2010 Tribunal

--do-- Gulabari/Keora Water/Shilajit 8.60 2006 Tribunal

--do-- PME 0.34 2006 Commissioner (Appeal)

--do-- Modvat on Capital Goods 0.33 1996 - do -

--do-- Refund of Edu/S H Educ Cess 68.04 10/07- 07/08 Commissioner Appeals

10. 'The Company' does not have accumulated losses at the end of the financial year. 'The Company' has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that 'the Company' has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

12. 'The Company' has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, 'the Company' is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society. Accordingly, paragraph 4 (xiii) of the order is not applicable.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities, debentures and other investments dealt in by 'the Company' and timely entries have been made in the records. We also report that 'the Company' has held the shares, securities, debentures and other investments in its own name except for those pending transfer in Company's name.

15. 'The Company' has given guarantees for loans taken by others from banks or financial institutions. The terms and conditions there-of are not prima facie prejudicial to the interest of the Company.

16. The term loans taken by 'the Company' have been applied for the purpose for which they were raised.

17. No short term fund has been applied for long term purpose.

18. 'The Company' has made preferential allotment of shares under their ESOP Scheme to the parties covered in the register maintained under section 301 of the Companies act 1956 during the year. The price at which these shares were issued are not prima-facie prejudicial to the interest of the Company.

19. 'The Company' has not issued any secured debentures during the year.

20. 'The Company' has not raised any fund through public issue during the year.

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by 'the Company' noticed or reported during the year.

For G BASU & CO

Chartered Accountants Firm Registration No. 301174E

ANIL KUMAR

Place : New Delhi Partner

Date : 30th April, 2012 Membership No. 9390


Mar 31, 2010

We have audited the attached Balance Sheet of Dabur India Limited (`the Company) as at 31st March, 2010 and its Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

i. As required by the Companies (Auditors Report) Order 2003, as amended, issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of `the company as we considered appropriate and according to the information and explanations given to us, we enclose herewith in the annexure a statement of the matter specified therein.

ii. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of audit.

iii. In our opinion, proper books of account, as required by law have been kept by the Company so far as appears from our examination of books of account.

iv. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

v. Balance Sheet and Profit & Loss Account have been prepared in due compliances of Accounting Standards referred to in sub section (3C) of section 211 of Companies Act, 1956.

vi. On the basis of written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors of `the company is disqualified for the Office of the director within the meaning of section 274 (1) (g) of the Companies Act, 1956.

vii. In our opinion and according to the information and explanations given to us, the said accounts read in conjunction with Schedules A to O and read with other notes appearing in Schedule "P" give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of Balance Sheet, of the State of Affairs of `the company as at 31st March, 2010, and,

b) In the case of Profit and Loss Account, of the Profit for the year ended on that date; and

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT AS REFERRED TO IN PARA I OF THE SAID REPORT OF EVEN DATE.

1. a) `The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management at reasonable intervals. As informed, no material discrepancies between book records and the physical inventories have been noticed on such verification.

c) Fixed assets disposed of during the year were not material enough to affect the going concern identity of the company.

2. a) The inventories have been physically verified at reasonable intervals during the year by the management.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are of the opinion that `the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts.

3. `The company has neither granted nor taken any loans, secured or unsecured to/from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act ,1956.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of `the company and the nature of its business for purchase of inventory and fixed assets and on the sale of goods. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any failure on the part of the company to correct major weakness in internal control system.

5. a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which appear reasonable as per information available with ` the company.

6. `The Company has not accepted any deposits from the public.

7. In our opinion `the company has an internal audit system commensurate with its size and nature of its business.

8. On the basis of records produced we are of the opinion that prima facie cost records and accounts prescribed by the Central Government under section 209 (i) (d) of the Companies Act, 1956 in respect of products of `the company covered under the rules under said section have been maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts and records.

9. a) According to information and explanations given to us, `the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance , income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

b) There is no disputed due on account of wealth tax, and cess. Dues on account of Sales Tax/ Income Tax/ Excise Duty / Service tax disputed by the company and not being paid, vis-à-vis forums where such disputes are pending are mentioned below:-

SALES TAX :-

Name of Nature of the dues Amount Period to which Forum where the dispute Statute (Rs. in lacs) the amount is pending relates

Sales Tax Classification of Hajmola Candy, Chyawanprash 19.24 2005-06 The Appellate D.C. (CT) -do- Demand on Hajmola Candy 62.39 1997-98 ST Appellate and Revisional Board -do- Classification of Hajmola Candy 9.58 2000-01 -do- -do- Classification of Hajmola Candy 11.66 2001-02 -do- -do- Sales Tax on Stock Transfer 26.82 1991-02 High Court, Patna -do- Classification of Hajmola Candy 5.52 2007-08 The Appellate D.C. (CT) Appeals -do- Short payment of VAT 29.84 1998-99 Dy. Commissioner Appeals -do- Short payment of VAT 117.63 2001-02 Dy. Commissioner -do- Short collection of export certificates 2.31 2003-04 Dy. Commissioner Appeals -do- Rate of Tax difference 18.28 1999-00 Dy. Commissioner Appeals -do- Intt. On TOT & Surcharge 2.84 2001-02 Pending before Tribunal -do- Intt. On TOT & Surcharge 3.70 2002-03 Dy. Commissioner Appeals -do- Rate of tax difference 30.12 2000-01 Dy. Commissioner Appeals -do- Non submission of Form C 2.21 2003-04 Dy. Commissioner Appeals -do- Non submission of Form C 0.52 2004-05 Dy. Commissioner Appeals -do- Hajmola candy/Form F 7.88 2004-05 -do- -do- Classification of Gulabari 2.77 1999-00 Dy. Commissioner Appeals -do- Classification of LDM 2.29 2000-01 Dy. Commissioner Appeals -do- Entry Tax 0.34 2003-04 Asst Commissioner Appeal -do- Entry Tax 0.49 2004-05 -do- -do- Turnover Tax CSD 0.47 2003-04 Pending before Tribunal -do- Form 18A disputed 0.45 1999-00 Dy. Commissioner -do- Hajmola Candy/ Chyawanprash 1.04 2005-06 Dy. Commissioner Appeals -do- Rate of Tax Juices 111.44 2004-05 -do- -do- Non Submission of Form F 10.22 2004-05 -do- -do- Tax imposed on Hajmola Candy 24.47 2005-06 Pending before S J Appeal & revision bond -do- Non submission of form -F 0.65 2005-06 Non submission of form -F CST 5.47 2006-07

Non submission of form & certificates 8.79 2006-07 -do- Classification of LDM 19.72 1990-91 High Court Cuttack -do- -do- 34.19 1991-92 -do- -do- -do- 35.08 1992-93 -do- -do- Hajmola Candy 7.25 1993-94 Writ Petition filled with High court Cuttack -do- -do- 7.03 1994-95 -do- -do- -do- 7.32 1997-98 -do- -do- -do- 13.15 1998-99 -do- -do- Non Submission of F Form 156.76 2005-06 Dy. Commissioner -do- Non Submission of C Form 124.20 2006-07 -do- -do- Non Submission of F Form 156.76 2006-07 -do- -do- Dispute for Coconut Oil 54.53 2008-09 Appeals pending D.C

Sales Tax Dispute for Hajmola Candy 1.97 2005-06 -do- -do- Dispute for Hajmola Candy 0.46 2005-06 -do- -do- -do- 2.27 1998-99 -do- -do- -do- 12.34 1999-00 -do- -do- -do- 4.19 2001-02 -do- -do- -do- 1.50 2002-03 -do- -do- Transporter related issue 4.20 2006-07 Pending DCCT(Appeal) -do- Truck detailed at Checkpost 0.10 2004-05 D.C.Appeal -do- Hajmola Candy 5.53 2003-04 S.T.Appeal&Provision -do- Non submission of C Forms 0.85 2003-04 -do-

INCOME TAX :-

Income Demand u/s 263/143(3) 34.80 1998-99 ITAT Tax

-do- Demand u/s 143(3) 11.68 2004-05 CIT (A), Delhi

-do- Demand u/s 158 BFA 7.76 1996-97 to CIT (A) Mumbai 2002-03

-do- Penalty u/s 271 (1) (6) 10.51 2004-05 Assessing Officer ITAT -do- Penalty u/s 271 (1) (6) 11.85 2003-04 -do-

EXCISE DUTY :-

Excise Classification of Anmol Coconut Oil 514.60 1993-2001 Dy.CommissionerAppeals Duty

-do- Modvat on Capital goods 0.82 1996 Dy.Commissioner

-do- Modvat on inputs (57H) 2.42 1998 Tribunal

-do- Hajmola Candy 113.07 2004-05 Commissioner Appeals/ High Court

-do- Classification on Animal Feed supplement 174.75 1994-2003 Commissioner Appeals

-do- Post manufacturing expenses 0.38 2004-05 Commissioner

-do- Classification of Janma Ghunti 79.86 1994-2000 Commissioner

-do- Kewra Water 3.00 01/00-02/02 Tribunal ,

Service Import of service 3.07 2004-05 Commissioner Appeals Tax

-do- S Tax on Royalty 124.17 04/01-03/05 Tribunal

-do- Service tax on ISD 13.88 05/05-06/06 Commissioner Appeals

-do- Service tax on FO 158.01 04/04-12/08 Commissioner Appeals

Excise Classification of Processed Tamarind 58.95 2004-05 Tribunal

-do- Kewra Water 3.00 2001-02 Commissioner Appeals



Excise Post Manufacturing Expenses 277.10 2002 Commissioner Appeals

-do- Capital Goods Removal 30.22 2005-06 Tribunal

-do- Valuation of Docetaxel/ Paclitaxel 498.34 1997-2003 Tribunal

-do- Freight on Wt average 1.91 08/01-10/02 Commissioner

-do- MOT Charges 4.46 04/03-03/08 Commissioner Appeals

-do- PME 29.91 10/96-09/00 Commissioner Appeals

-do- Exemption in Backward Area 259.35 2006 Tribunal

10. `The Company does not have accumulated losses at the end of the financial year. `The Company has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that `the company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

12. `The company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, `the Company is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society. Accordingly, paragraph 4 (xiii) of the order is not applicable.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities, debentures and other investments dealt in by `the company and timely entries have been made in the records. We also report that `the company has held the shares, securities, debentures and other investments in its own name except for those pending transfer in Companys name.

15. `The company has given guarantees for loans taken by others from banks or financial institutions. The terms and conditions there-of are not prima facie prejudicial to the interest of the company.

16. The term loans taken by `the company have been applied for the purpose for which they were raised.

17. No short term fund has been applied for long term purpose.

18. `The company has made preferential allotment of shares under their ESOP Scheme to the parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The price at which these shares were issued are not prima-facie prejudicial to the interest of the company.

19. `The Company has not issued any secured debentures during the year.

20. `The Company has not raised any fund through public issue during the year

21. Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by `the company noticed or reported during the year.

For G. BASU & CO.

Chartered Accountants

Firm Registration No.301174E

Anil Kumar

Partner

Membership No 9390

New Delhi

18th June, 2010

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