INDEPENDENT AUDITORS' REPORT
To
The Members of Binny Limited
Report on the Audit of the StandaloneFinancial Statements
Qualified Opinion
We have audited the accompanyingStandalonelnd AS Financial Statements of BINNY Limited ("the Company"), which
comprise theStandalone Balance Sheet as at 31 March 2023, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows
for the year then ended and notes to the Ind AS financial statements, including a summary of the significant accounting
policies and other explanatoryinformation (hereinafter referred to as "Ind AS Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind
ASStandalone FinancialStatementsgive the information required by the Companies Act, 2013, as amended("the Act")
in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed
under section 1 33 of the Act read with the Companies (Indian Accounting Standards) Rules, 201 5, as amended, ("Ind
AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,
2023, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date
except for the effects of the matters described in the Basis of Qualified Opinion section of our report.
Basis for QualifiedOpinion
1. The 62 KLPD Distillery Unit has to be taken over by the Company with effect from 09.10.2021 as an on-going
concern basis, in pursuance to the Scheme approved by the Shareholders in their EGM dated 09.10.2021. The
Operational results of the Distillery Division for the period from 09.10.2021 to 31.03.2023 was arrived at Rs
603.96 Lakhs. The assets and liabilities of the Distillery Unit was transferred to the Company as on 1 5.02.2023. The
profit for the period from 09.10.2021 to 15.02.2023 was provisionally arrived at Rs 765.00 Lakhs and transferred
from the Related Party to the Company which is Provisional and the relevant accounting entries are not verified by
us. The consequential impact on account of the above is not ascertained.
2. As approved by the Share holders in the EGM dated 09.10.2021, for settlement of the advances recoverable
from MBDL, the Company has to acquire / take over certain business and immovable properties of MBDL. The
Company has entered into RegisteredSaleagreementsalongwith Registered General Power of Attorney with right
to sell, receive entire sale consideration and appropriate for its own, with MBDL for transfer of certain assets in
pursuance of the Scheme approved by the Shareholders.On enquiry with the management, it was clarified that it
is the industry practice of transferring land prevailing in Tamil Nadu and legal opinion has been obtained in this
regard, howeverWe are of the opinion thatincluding the said land under inventory is not correct as per Generally
Accepted Accounting Principles.
3 The company did not obtain/receive balance confirmation from many vendors/parties including loans and advances
other than related parties for the balances as on 31st March, 2023. We could not obtain external confirmations as
required in SA-505 Standards on Auditing and are unable to comment on adjustments or disclosures if any that may
arise.
4 Transfer of properties at Ozhalur & Irukkandrampally is yet to be implemented as per the scheme approved by Share
holderson09.1 0.2021. The Management clarified that the process of the transfer of the properties is possible only
after the transfer of License since the said land is adjacent to the Distillery. Hence the respective sale consideration
of Rs. 16200 Lakhsarebeing shown as "Outstanding" from Mohan Breweries & Distilleries Limited (MBDL) as on
31.03.2023.
5 Rs. 4539.05 lacsis the amount of outstanding in Trade/project advances to various parties for a period exceeding
five years for which no provision has been made, since the Management is confident about the recovery. We are
unable to comment on the recoverability of these Advances.
6 A difference of Rs. 290.73 Lakhs between Cash balance as per Books Rs.290.77 Lakhs and Physical cash of Rs.
0.04 Lakhs as on 31.03.2023 as reported by the Internal Auditors of the Company was observed. On enquiry,
Management expressed that the differential amount was given as advances, but for which details like parties to
advances, nature of advances, terms and conditions were not provided . The consequential impact on account of
the above is not ascertained.
7 Noncompliance of Ind AS 1 8 with regards to accounting of receipts from sale under the head Revenue received in
advance Rs. 2258.65 Lakhs for the Sales booked through sale agreement betweenthe Company and M/s Sanklecha
Infra Projects Private Ltd which is not taken as revenue since the title to the property (Land) has not been transferred
from the Company. On enquiry, it was noted that though the title to the land is not transferred, Sankhlecha Infra
Projects Private Ltd has taken possession of the land and completed the construction activities thereon without
payment of the balance amount of Rs 1912.00 Lakhs as per the Sale Agreement between the Company and
Sankhlecha Infra Projects Private Ltd. However, the management clarified that the land will be registered on receipt
of balance payment.
8 We are unable to obtain sufficient appropriate audit evidence regarding revenue from the Shriram Universal
schoolagainst which 40% share has to be received by the Company as part of the JDA with SPR Constructions
Private Limited, school being operational whereas no revenue is booked in the financials. The possible effects of
the inability to obtain sufficient appropriate audit evidence are deemed to be material but not pervasive.
9 While the Outstanding Borrowings from SPR Management Services Pvt Ltd (JMFL) as on 31.03.2023 is Rs 248.04
Lakhs, as per the balance confirmation received from SPR Constructions Pvt Ltd, the Outstanding amount is Rs
927.80 Lakhs (Rs 903.28 Lakhs towards Principal and Rs 24.52 Lakhs towards Interest). The repayment of principal
and interest has been accounted as per loan sanction letters.
In the absence of correct statement of accounts as on 31.03.2023 from SPR Management Services Pvt Ltd, the
consequential effect on the Financials of the Company is not ascertained.
Whereas, in case ofSPR Constructions Pvt Ltd(Altico Capital India Ltd/SSG Advisors), the Outstanding Borrowings
as on 31.03.2023 is Rs 1666.73 Lakhs which is not confirmed by SPR Constructions Pvt Ltd.The repayment of
principal and interest has been accounted as per loan sanction letters.
In the absence of correct statement of accounts and confirmation of outstanding borrowings as on 31.03.2023 from
SPR Construction Pvt Ltd, the consequential effect on the Financials of the Company is not ascertained.
10 Vide clause No. 12 ofthe Joint Development Agreement with SPR Construction Pvt Ltd., the minimum sale price
is fixed periodically. However, we have observed that in some cases, sale deeds have been registered without
adhering to the sale price strategy. Consequential impact on the revenue from operation is not ascertained.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) ofthe
Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the Financial Statementsunder 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 qualified
opinion on the Ind AS Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the 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. In addition to the matter described inthe 'Basis for Qualified Opinion' section we have determined
the matters described belowto be the key audit matters to be communicated in our report.For each matter below,
description of how our audit addressed the matter is provided in that context. We have determined the matters
described below to be the key audit matters to be communicated in our report.
Emphasis of Matter
We draw attention to the following matters in the Notes to the financial statements:
1. Wealth Tax paid under protest Rs. 4.05 crores is Outstanding under Other Current Assets from 201 5, the details of
the respective cases and their current status are not provided.
2. As per the information and explanation provided by company, an amount of Rs. 21 62.59 lacs have been incurred
by M/s. SPR Infrastructure Pvt Ltd towards Govt infra & Shelter fund charges, Govt, water and TNEB charges and
Documentation charges for the registered units upto 31-3-2023. Out of which 40% of amount i.e. 865.06 lacs has
been taken into books of the company as the company's share of common expenses vide JDA clause No. 4.2.
Our opinion is not modified in respect of these matters.
Information Other than the Financial Statements and Auditor's Report thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility Report, Corporate Governance Report and Shareholder Information, but does not include
the standalone financial statements and our auditor's report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 1 34(5) of the Act, with respect to the
preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and changes in equity of the Company in accordance
with the Indian Accounting Standards (IndAS) prescribed under section 1 33 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 201 5, as amended, 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.
In preparing the financial statements, the Board of Directorsis responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors isalso responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls 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 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.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020("the Order") issued by the Central Government
in terms of Section 143(1 1) of the Act, 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
give in "Annexure 1 " a statement on the matters specified in paragraphs 3 and 4 of the said Order.
2. As required by Section 1 43(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
(b) Except for the matter described in the Basis for Qualified Opinion paragraphs in our opinion, proper
books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement
with the books of account.
(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph abovein our
opinion, the aforesaid Financial Statementscomply with the Indian Accounting Standards prescribed
under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as
amended.
(e) On the basis of the written representations received from the directors as on 31st March 2023, taken on
record by the Board of Directors, none of the directors is disqualified as on 31sl March 2023 from being
appointed as a director in terms of Section 1 64(2) of the Act.
(f) With respect to the adequacy of the Internal Financial Controls with reference to Standalone Financial
Statementsof the Company and the operating effectiveness of such controls, refer to our separate report
in "Annexure 2".
(g) With respect to the other matters to be included in the Auditor's report in accordance with the requirement of
section 1 97(1 6) of the Act, as amended:
In our opinion and to the best of our information and according to explanation givento us, remuneration paid
or payable by the company to the directors during the year is in accordance with the section 1 97 of the Act.
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 1 1 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
a. The Company has disclosed the impact of pending litigations on its financial position in its Financial
Statements. Refer Note No. 37.1 to the Financial Statements;
b. The Company did not have any longterm contracts including derivative contracts for which there
were any material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the company.
i. The management has represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other persons or entities, including foreign
entities ("Intermediates") with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall:
• Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the Company or
• Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
ii. The management has represented, that, to the best of its knowledge and belief, no funds have been
received by the Company from any persons or entities, including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company shall:
• Directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or
• Provide any guarantee, security or the like form or on behalf of the Ultimate Beneficiaries; and
iii. Based on such audit procedures as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub¬
clause (d) (i) and (d)(ii) contain any material mis-statement.
(I) No Dividend has been declared or paid during the year by the Company.
For Sagar & Associates,
Chartered Accountants
Firm's Registration No. 00351 OS
D. MANOHAR
Partner
Place: Chennai Membership No.: 029644
Date : Nov 29, 2023 UDIN: 23029644BGUDNK3047
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