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GTL Ltd.

BSE: 500160 Sector: Telecom
NSE: GTL ISIN Code: INE043A01012
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OPEN 15.75
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VOLUME 40634
52-Week high 24.60
52-Week low 11.00
P/E
Mkt Cap.(Rs cr) 245
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GTL Ltd. (GTL) - Auditors Report

Company auditors report

TO

THE MEMBERS OF GTL LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GTL LIMITED("the Company") which comprise the Balance sheet as at 31st March 2016 theStatement of Profit and Loss and Cash Flow Statement for the year then ended and asummary 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 Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India (Indian GAAPs) including the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014as applicable.

This responsibility also includes the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditors’ Responsibility

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

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India;

a. in the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2016;

b. in the case of the Statement of Profit and Loss of the loss for the year ended onthat date; and

c. in the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone financialstatements:

a) Note No. 2.8.1 to the standalone financial statements which inter-alia states\describes the uncertainty related to the outcome of the winding up petition filed againstthe Company by the holders of Non Convertible Debentures issued by the Company.

b) Note No. 2.40 to the standalone financial statements which states and describes thatthe Company has incurred cash losses its Net worth has been fully eroded and theCompany's current liabilities have exceeded its current assets as at Balance-Sheet date.

These conditions along with other matters set forth in the said note indicate theexistence of a material uncertainty that cast significant doubt about the Company'sability to continue as a going concern. However the financial statements of the Companyhave been prepared on going concern basis for the reasons stated in the said Note.

c) Note No.2.31.1 to the standalone financial statements regarding liability under putoption exercised on the Company by the financial institution in respect of OptionallyConvertible Loan (OCL) of Rs. 100 crores raised by one of its associate which is treatedas contingent liability for the reasons stated in the said note and which furtherinter-alia describes uncertainty regarding the winding up proceedings initiated againstthe Company by the said financial institution.

d) No.2.11.3 to the standalone financial statements which inter-alia states that thebook values/market values of certain long term investments held by the Company referredto in the said note are lower than their carrying values and non provision for diminutionin value of these investments for the reasons stated therein.

e) Note No.2.24.1 to the standalone financial statements regarding managerialremuneration paid to Mr. Sunil S. Valavalkar Whole time director of the Company forwhich the approval of the Central Government is awaited.

Our opinion is not modified in respect of these matters. Other Matter

In respect of the following outstanding Term Loan balances interest accrued andprovided thereon and Balances in Current Accounts of the Company Bank BalanceConfirmations have not been received.

(Rs. In crores)

Name of The Bank

Balances as per Books as at 31st March 2016

Term Loan Balance Interest accrued and provided on term loan balance Balances in Current Account
Catholic Syrian Bank 59.52 8.46 -
Punjab National Bank 345.60 52.23 0.70
State Bank of Hyderabad 23.89 4.05 0.01
Standard Chartered Bank 20.62 5.77 4.72
Total 449.63 70.51 5.43

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

(a) We have sought and obtained all the information and explanations which to the best

of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The reports on the accounts of the branch office of the Company audited undersection 143(8) of the Act by branch auditor have been sent to us and have been properlydealt with by us in preparing this report.

(d) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(e) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 as applicable.

(f) In our opinion the following matters described in sub-paragraph (a) (b) and (c)under Emphasis of matter paragraph above may have an adverse effect on the functioning ofthe Company:

i) The winding up petition filed by the holders of Non Convertible Debentures issued bythe Company.

ii) the going concern matter and

iii) Liability under put option exercised on the Company by the Financial Institutionin respect of Optionally Convertible Loan (OCL) of Rs.100 cores raised by one of theCompany's associate treated as contingent liability and the winding up proceedingsinitiated against the Company by the said financial institution.

(g) On the basis of management representation and on the basis of the legal opinionobtained by the Company in the context of provisions of section 164(2) of the Act inrelation to non-payment of dues to the holders of Non Convertible Debentures and on thebasis of the written representations received from the directors as on 31st March 2016and taken on record by the Board of Directors none of the directors is disqualified as on31st March 2016 from being appointed as a director in terms of Section 164 (2) of theAct.

(h) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A".

(i) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note No. 2.31.1 to the standalone financialstatements.

ii. The Company does not have any longterm contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company. Unpaid dividend of Rs.0.15Crores pertaining to the years 2000-01 2001-02 and 2003-04 to 2006-07 which has not beentransferred to the Investor Education and Protection Fund but is held in abeyance onaccount of pending legal cases is not considered for reporting under this clause.

2. As required by the Companies (Auditor's Report) Order 2016 ("CARO 2016")issued by the Central Government of India in terms of subsection (11) of Section 143 ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the CARO 2016 to the extent applicable.

For Godbole Bhave & Co. For Yeolekar & Associates
Chartered Accountants Chartered Accountants
Firm Reg. No. - 114445W Firm Reg. No. - 102489W
M. V. Bhave S. S. Yeolekar
Partner Partner
Membership No. 038812 Membership No. 036398
Place: Mumbai
Date: 28111 April 2016

ANNEXURE "A"

TO THE INDEPENDENT AUDITORS’ REPORT ON STANDALONE FINANCIAL STATEMENTS OF GTLLIMITED

(Referred to in paragraph 1 (h) under ‘Report on Other Legal and RegulatoryRequirements’ of our report of even date to the members of GTL Limited on thestandalone financial statements for the year ended 31st March 2016)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GTL Limited("the Company") as of 31st March 2016 in conjunction with our audit of thestandalone 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 internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting("the Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by the ICAI and deemed to beprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany'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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion:-

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as of 31st March 2016 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note issued by the ICAI.

For Godbole Bhave & Co. For Yeolekar & Associates
Chartered Accountants Chartered Accountants
Firm Reg. No. - 114445W Firm Reg. No. - 102489W
M. V. Bhave S. S. Yeolekar
Partner Partner
Membership No. 038812 Membership No. 036398
Place: Mumbai
Date: 28111 April 2016

ANNEXURE-B

TO THE INDEPENDENT AUDITORS’ REPORT ON STANDALONE FINANCIAL STATEMENTS OF GTLLIMITED

(Referred to in paragraph 2 under the heading "Report on Other Legal andRegulatory Requirements" of our report of even date to the members of GTL Limited onthe standalone financial statements for the year ended 31st March 2016)

(i) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

As explained to us the Company has a phased program of physical verification of thefixed assets which in our opinion is reasonable having regard to the size of the Companyand nature of its assets.

During the year the Company in accordance with the said program has physicallyverified certain fixed assets. No material discrepancies were noticed on such physicalverification.

According to the information and explanations given to us and based on the recordsproduced the title deeds of the immovable properties held by the Company are in the nameof the Company. The title deeds of the immovable properties held by the Company areverified from the photo copies of such title deeds as the originals thereof have beendeposited with the lenders for securing the borrowings of the Company.

(ii) The inventories have been physically verified during the year by the management.In our opinion the frequency of verification is reasonable. The discrepancies noticed onverification between the physical stocks and the book records were not material havingregard to the size of the operations of the Company and the same have been properly dealtwith.

(iii) According to the information and explanations given to us the Company has notgranted loans secured or unsecured to companies firms limited liability partnershipsor other parties covered in the register maintained under Section 189 of the Act.Accordingly clause (iii) of Paragraph 3 of the CARO 2016 is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act in respect ofinvestments made and guarantees provided. According to the information and explanationsgiven to us the Company has neither provided any security nor given any loans.

(v) According to the information and explanations given to us the Company has notaccepted any deposits from public. Therefore the provisions of clause (v) of Paragraph 3of the CARO 2016 are not applicable to the Company.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the cost records to be maintained under sub-Section (1) of Section 148of the Act in respect of business activities carried on by the Company. Therefore theprovisions of clause (vi) of the paragraph 3 of the CARO 2016 are not applicable to theCompany.

(vii) (a) On the basis of examination of the relevant records and according to theinformation and explanations given to us we are of the opinion that the Company exceptfor payment of Sales Tax is generally regular in depositing with the appropriateauthorities undisputed statutory dues including Provident Fund Employees' Stateinsurance Income-tax Service Tax Value Added Tax Duty of Customs Duty of Excise Cessand other applicable statutory dues.

On the basis of examination of the relevant records and according to the informationand explanations given to us except for Sales Tax dues of Rs.5.70 Crores no undisputedamounts payable in respect of Provident Fund Employees' State insurance Income-taxValue Added Tax Service Tax Duty of Customs Duty of Excise and Cess were outstandingas at 31st March 2016 for a period of more than six months from the date they becamepayable.

(b) On the basis of the books of accounts and records of the Company as produced andexamined by us except for disputed Sales tax and Value Added Tax dues as detailed belowthere are no dues of Income Tax Service Tax Duty of customs and Duty of excise whichhave not been deposited on account of any dispute.

Name of the Statute Nature of Dues Amount (Rupees in Crores) Year to which the amount relates Forum where dispute is pending
Central Sales Tax Act Sales Tax Act & VAT Acts of various States Sales/Vat Tax Dues 5.89 1992-19931995-19962006-2007 20082009 2009-20102010-2011 2011-2012 2014-2015 & Feb 09 to Dec 10. 1st Appellate Authority
5.75 1995-19961997-1998 2002-2003 2004-20052005-2006 2007-2008 2008-2009 2009-2010 & 2010-2011. 2nd Appellate Authority

Out of the above disputed sales tax / value added tax dues an amount of Rs. 1.99Crores has been paid by the Company under protest.

(viii) (A) On the basis of our examination of the records of the Company the terms ofCorporate Debt Restructuring scheme as applicable and according to the information andexplanations given to us the Company has defaulted in repayment of borrowings tofinancial institutions and banks. The lender wise details of the amount of default and theperiod of default are as under.

(a) Nature of Dues : Term Loan (Grouped and disclosed under the heading "Duespayable to Banks for secured long term loan" of note no. 2.8 to the standalonefinancial statements)

(Rs. In Crores)

Sr. No. Name of the Lender

Period Of Default

Amount of Default Less than 365 days More than 365 days but less than 730 days More than 730 days but less than 1065 days
1 Andhra Bank 73.89 42.62 31.27 -
2 Bank of Baroda 26.20 15.00 11.20 -
3 Bank of India. 92.95 53.11 39.84 -
4 Canara Bank. 51.30 29.32 21.98 -
5 Catholic Syrian Bank 11.70 7.20 4.50 -
6 Dena Bank 41.86 24.41 17.45 -
7 IDBI Bank 26.63 26.63 - -
8 Indian Bank 25.53 14.59 10.94 -
9 Indian Overseas Bank 37.91 21.66 16.25 -
10 Punjab National Bank 51.27 36.01 15.26 -
11 State Bank Of Hyderabad 5.64 3.61 2.03 -
12 Standard Chartered Bank 6.50 2.89 2.17 1.44
13 Small Industrial Development Bank Of India 25.70 14.69 11.01 -
14 UCO Bank 28.89 16.51 12.38 -
15 Union Bank Of India. 37.65 24.65 13.00 -
16 United Bank Of India 18.06 10.32 7.74 -
17 Vijaya Bank 41.39 23.63 17.76 -

(b) Nature of Dues : Funded Interest Term Loan

(Grouped and disclosed under the heading "Dues payable to Banks for secured longterm loan" of note no. 2.8 to the standalone financial statements)

Sr. No. Name of the Lender Amount of Default

Period Of Default

Less than 365 days More than 365 days but less than 730 days More than 730 days but less than 1065
1 Andhra Bank 24.62 12.31 12.31 -
2 Bank of Baroda 7.17 3.84 3.33 -
3 Bank of India. 26.33 13.17 13.17 -
4 Canara Bank. 16.76 8.38 8.38 -
5 Catholic Syrian Bank 3.79 2.17 1.62 -
6 Dena Bank 13.64 7.59 6.05 -
7 IDBI Bank 11.58 7.69 3.89 -
8 Indian Bank 6.80 3.40 3.40 -
9 Indian Overseas Bank 11.04 5.52 5.52 -
10 Punjab National Bank 18.78 10.88 7.90 -
11 State Bank Of Hyderabad 1.59 0.91 0.68 -
12 Standard Chartered Bank 1.80 0.64 0.64 0.52
13 Small Industrial Development Bank Of India 6.39 3.19 3.20 -
14 UCO Bank 7.43 3.72 3.71 -
15 Union Bank Of India. 8.91 6.02 2.89 -
16 United Bank Of India 6.21 3.11 3.10 -
17 Vijaya Bank 13.32 6.67 6.65 -

(c) Nature of Dues: Liability for Bank Guarantee Invocation

(Grouped and disclosed under the heading "Dues payable to Banks for secured longterm loan" of note no. 2.8 to the standalone financial statements)

(Rs. In Crores)
Sr. No. Name of the Lender Amount of Default Period Of Default
1 Andhra Bank 7.27 More than 365 days but less than 730 days
2 Dena Bank 17.59 More than 365 days but less than 730 days
3 IDBI Bank 2.65 More than 365 days but less than 730 days
4 Punjab National Bank 58.04 More than 365 days but less than 730 days
5 UCO Bank 6.60 More than 365 days but less than 730 days
6 Union Bank Of India. 20.12 More than 365 days but less than 730 days

(d) Nature of Dues: External Commercial Borrowings

(Disclosed under the heading "Dues payable to Lenders of External CommercialBorrowing" of note no. 2.8 to the standalone financial statements)

(Rs. In Cores)

Sr. No. Name of the Lender Amount of Default Period Of Default
1 Bank Muscat 33.08 More than 1460 days but less than 1825 days
2 Amilife Insurance PCC Ltd 66.16 More than 1460 days but less than 1825 days
3 Bank of Baroda-London 209.49 More than 1460 days but less than 1825 days
4 Bank of india-London 85.20 More than 1460 days but less than 1825 days
5 Pegasus CP one Ltd 99.23 More than 1460 days but less than 1825 days
6 Indian Bank-Colombo 33.08 More than 1460 days but less than 1825 days
7 Indian Bank-Singapore 33.08 More than 1460 days but less than 1825 days
8 Indian Overseas Bank-Hongkong 66.16 More than 1460 days but less than 1825 days
9 Punjab National Bank-London 44.10 More than 1460 days but less than 1825 days
10 Syndicate Bank-London 66.15 More than 1460 days but less than 1825 days

(B) Nature of Dues : Non Convertible Debentures

As regards dues of Rs.1649.16 crores disclosed as Dues/Payable to the holder of NonConvertible Debentures and grouped under the heading Other Current Liabilities we inviteattention to Note No 2.8.1 to the standalone financial statements which inter-alia statesthat "due to certain inter-creditor issues and pendency of consent by CDR Lendersthe restructuring of NCD as was bilaterally agreed between the Company and NCD Holders interms of amendment to the original sanction letter on March 22 2014 could not beimplemented within the time prescribed under definitive documentation entered into withthe NCD holders. While the Company was in the process of obtaining consent of the CDRlenders on bilateral restructuring documents the Company received a notice on October 272014 from the NCD holder exercising its rights for acceleration of the entire outstandingamount and in January 2015 the NCD holders filed winding up petition against the Companybefore Hon'ble High Court of Bombay seeking certain urgent / interim reliefs. The CDR andECB lenders of the Company have also intervened in the proceedings initiated by the NCDholder. The Bombay High Court has asked CDR lenders' position on the NCD holder'streatment on pari-passu basis. The matter is currently sub-judice.

Since all funds of the Company are subject matter of Trust and Retention Account (TRA)which is controlled by CDR lenders the question of payment to NCD holder does not ariseuntil and unless CDR lenders decide on the issue as directed by the Hon'ble High Court ofBombay."

In view of the above facts and as the matter is presently sub-judice we are unable tooffer any comment on default if any in payment of dues to the Holders of Non Convertibledebentures issued by the Company.

(ix) According to the information and explanations given to us and on the basis ofexamination of records the Company has neither obtained new term loans nor raised anymoney by way of initial public offer or further public offer of shares and/ or debtinstruments during the year. Therefore the provisions of clause (ix) of Paragraph 3 ofthe CARO 2016 are not applicable to the Company.

(x) Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and on the basis of information and explanationsgiven by the management no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on ourexamination of records of the Company the Company is required to obtain CentralGovernment permission in respect of managerial remuneration of Rs.0.15 crores paid to oneof its whole time directors and accordingly the Company has made requisite applicationwith Central Government. The approval from the Central Government is still awaited.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company and accordingly the provisions of clause (xii) of Paragraph3 of the CARO 2016 are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of records of the Company the transactions entered with related parties arein compliance with provisions of section 177 and 188 of the Act where applicable and thedetails of such transactions are disclosed in the Standalone Financial Statements asrequired by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of records of the Company the Company during the year has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures. Accordingly the provisions

of clause (xiv) of Paragraph 3 of the CARO 2016 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us andbased on our examination of records of the Company the Company during the year has notentered into any non cash transactions with directors or persons connected with thedirectors and accordingly the provisions of clause (xv) of Paragraph 3 of the CARO 2016are not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct1934 and accordingly the provisions of clause (xvi) of Paragraph 3 of the CARO 2016are not applicable to the Company.

For Godbole Bhave & Co. For Yeolekar & Associates
Chartered Accountants Chartered Accountants
Firm Reg. No. - 114445W Firm Reg. No. - 102489W
M. V. Bhave S. S. Yeolekar
Partner Partner
Membership No. 038812 Membership No. 036398
Place: Mumbai
Date: 28111 April 2016