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Tech Mahindra Ltd.

BSE: 532755 Sector: IT
NSE: TECHM ISIN Code: INE669C01036
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OPEN 445.00
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VOLUME 154009
52-Week high 515.30
52-Week low 357.60
P/E 14.03
Mkt Cap.(Rs cr) 43,569
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 445.00
CLOSE 444.75
VOLUME 154009
52-Week high 515.30
52-Week low 357.60
P/E 14.03
Mkt Cap.(Rs cr) 43,569
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tech Mahindra Ltd. (TECHM) - Auditors Report

Company auditors report

TO THE MEMBERS OF TECH MAHINDRA LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of TechMahindra Limited ("the Company") which comprise the Balance Sheet as at March31 2017 and the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards ("IndAS") prescribed under section 133 of the Act.

This responsibility also includes 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 standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit. In conducting our audit we have taken into account theprovisions of the Act the accounting and auditing standards and matters which arerequired to be included in the audit report under the provisions of the Act and the Rulesmade thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditors' judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements. We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2017 and its profit total comprehensive income its cash flowsand the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to the following note to the standalone Ind AS financial statements:

Note 34 in respect of certain matters relating to erstwhile Satyam Computer ServicesLimited (erstwhile Satyam) amalgamated with the Company with effect from April 1 2011which are discussed below: Certain non-compliances and breaches of various laws andregulations by the erstwhile Satyam under the former Management (prior to Governmentnominated Board) identified by the various agencies have been responded to/appropriatelyaddressed in earlier years and no further communication has been received by the Companyon these matters and with the passage of time the Company does not expect any furtherproceedings in this regard. The Company's management on the basis of current legal statusand external legal opinion as more fully described in note 34 to the standalone Ind ASfinancial statements has concluded that (i) claims made by 37 companies in the City CivilCourt for alleged advances amounting to Rs 12304 Million made by these companies toerstwhile Satyam and presented separately under ‘Suspense account (net)' and (ii)the claims to these advances filed by Enforcement Directorate under the Prevention ofMoney Laundering Act in the High Court of Andhra Pradesh will not sustain on ultimateresolution by the respective Courts as explained in the note.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act based on our audit we report to theextent applicable that:

a) We have sought and obtained all the information and explanations which to the bestof 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 Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

f) 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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts;

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

iv. The Company did not have any holdings or dealings in Specified Bank Notes asdefined in the Notification S.O. 3407(E) dated the 8th November 2016 of the Ministry ofFinance during the period from 8th November 2016 to 30th December 2016 – Refernote 58 to the standalone Ind AS financial statements.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT RE: TECH MAHINDRA LIMITED

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and RegulatoryRequirements' of our report of even date)

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

We have audited the internal financial controls over financial reporting of TechMahindra Limited ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat 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 Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

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 on Audit of Internal Financial Controls Over Financial Reporting(the Guidance Note) issued by the Institute of Chartered Accountants of India and theStandards on Auditing prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material 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 judgement 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 at March 31 2017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT RE: TECH MAHINDRA LIMITED

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) In respect of its fixed assets:

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

(b) The major portions of the fixed assets were physically verified during the year bythe Management in accordance with a regular programme of verification which in ouropinion provides for physical verification of all the fixed assets at reasonableintervals. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed / transfer deed /conveyance deed/ Possession Certificate/ Lease agreement/ Encumbrance Certificate providedto us we report that the title deeds comprising all the immovable properties of landand buildings which are freehold are held in the name of the Company as at the balancesheet date except the following:

(Rs in Million)
Particulars of the land and building Gross Block as at the Balance Sheet date Net Block as at the Balance Sheet date Remarks
Freehold land located at Bahadurpally Survey No. 62/1A Qutubullapur Mandal Bahadurpally Village District - Ranga Reddy Hyderabad – 500043 admeasuring 581711 square metres 167.98 167.98 As per the information given to us after payment of the stamp duty to Registrar of state of Andhra Pradesh the split of state of Andhra Pradesh into State of Andhra Pradesh and
Freehold land located at Infocity SEZ Tower - I & II Plot No. 22 to 34 Hi-Tech City Layout Madhapur Hyderabad - 500081 admeasuring 79804 square metres 141.65 141.65 state of Telangana occurred due to which jurisdiction of Registration office has also changed therefore the final demand is not crystallized and
Freehold land located at Survey No. 44 P Near Bullaiah College New Resapuvanipalem Village Visakhapatnam - 530003 admeasuring 29844 square metres 79.83 79.83 Andhra Pradesh High Court order is not adjudicated.
Leasehold land located at Plot No. S - 1 Maitree Vihar Road Chandrasekharpur Bhubaneswar - 751023 admeasuring 55600 square metres 4.86 4.17 As per the information given to us upon issues of letter to the company from General Administration Department of Government of
Odisha the Company has to pay Transfer fee based on the value of the property to General Administration Department of Government of Odisha. On such payment the property will be registered in the revenue records.
Leasehold Land located at Survey no. 1(P) 3(P) 8(P) 40(P) 7l(P) 109 152(P) MIHAN SEZ Area Nagpur - 441108 admeasuring 518241 square metres 470.27 439.05 As per the information given to us the Company is awaiting for adjudication certificate. Mutation proceeding will be initiated after the adjudications certificate is received from the authority.

In respect of immovable properties of land and buildings that have been taken on leaseand disclosed as fixed asset in the financial statements the lease agreements are in thename of the Company where the Company is the lessee in the agreement.

(ii) In our opinion and according to the information and explanations given to ushaving regard to the nature of the Company's business / activities during the year clause(ii) of paragraph 3 of the Order is not applicable to the company.

(iii) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Act. Accordingly the provisions of Clause (iii) of paragraph 3 of theOrder are 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 Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits. Therefore the provisions of the clause (v) ofparagraph 3 of the Order is not applicable to the Company.

(vi) Having regard to the nature of the Company's business / activities themaintenance of cost records has not been specified by the Central Government under section148(1) of the Act. Accordingly reporting under clause (vi) of paragraph 3 of the Order isnot applicable.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Sales Tax Service TaxCustoms Duty Value Added Tax Cess and other material statutory dues applicable to itwith the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax duty of Custom Value Added Tax Cessand other material statutory dues in arrears as at March 31 2017 for a period of morethan six months from the date they became payable.

(c) Details of dues of Income-tax Sales Tax Service Tax Customs Duty Value AddedTax Provident Fund and Cess which have not been deposited as on March 31 2017 on accountof disputes are given below:

(Rs in Million)

Name of Statute Nature of Dues Forum where Dispute is pending Period to which the amount relates Amount Unpaid Amount paid Under protest
The Income-tax Act1961 Income-tax Supreme Court Financial Year 2004-05 39.55 -
The Income-tax Act1961 Income-tax High Court Financial Year 2005-06 2.83 -
The Income-tax Act1961 Income-tax High Court Financial Years 2002-03 to 2007-08 5967.31# -
The Income-tax Act1961 Income-tax Income-tax Appellate Tribunal Financial Year 2003-04 151.69 -
The Income-tax Act1961 Income-tax Income-tax Appellate Tribunal Financial Year 2004-05 150.46 -
The Income-tax Act1961 Income-tax Income-tax Appellate Tribunal Financial Year 2005-06 1.57 -
The Income-tax Act1961 Income-tax Income-tax Appellate Tribunal Financial Year 2006-07 6.03 -
The Income-tax Act1961 Income-tax Income-tax Appellate Tribunal Financial Year 2007-08 16.63 -
The Income-tax Act1961 Income-tax Income-tax Appellate Tribunal Financial Year 2007-08 29.09 -
The Income-tax Act1961 Income-tax Income-tax Appellate Tribunal Financial Year 2008-09 0.93 -
The Income-tax Act1961 Income-tax Income-tax Appellate Tribunal Financial Year 2010-11 553.34 -
The Income-tax Act1961 Income-tax Assessing Officer* Financial Year 2007-08 1.43 -
The Income-tax Act1961 Income-tax Income Tax Appellate Tribunal Financial Year 2009-10 659.80 -
The Income-tax Act1961 Income-tax Income Tax Appellate Tribunal Financial Year 2007-08 18.12 -
The Income-tax Act1961 Income-tax Assessing Officer* Financial Year 2010-11 58.88 -
The Income-tax Act1961 Income-tax Commissioner of Income-tax (Appeals) Financial Year 2011-12 19.41 -
The Income-tax Act1961 Income-tax Commissioner of Income-tax (Appeals) Financial Years 2005-06 and 2010-11 42.38 -
The Income-tax Act1961 Income-tax Commissioner of Income Tax (Appeals) Financial Year 2011-12 108.57 -
The Income-tax Act1961 Income-tax Commissioner of Income-tax (Appeals) Financial Year 2001-02 8.11# -
The Income-tax Act1961 Income-tax Income Tax Appellate Tribunal Financial Year 2008-09 56.09 -
The Income-tax Act1961 Income-tax Assessing Officer* Financial Year 2009-10 25.58 -
The Income-tax Act1961 Income-tax Income Tax Appellate Tribunal Financial Year 2009-10 58.73 -
The Income-tax Act1961 Income-tax Commissioner of Income Tax (Appeals) Financial Year 2013-14 32.65 -
The Income-tax Act1961 Income-tax Commissioner of Income Tax (Appeals) Financial Year 2014-15 10.58 -
Finance Act 1994 Service Tax Commissioner of Central Excise Financial Years 2003-04 to 2006-07 12.86 -
Finance Act 1994 Service Tax Supreme Court Financial Years 2008-09 to 2013-14 11857.56 -
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Years 2004-05 to 2007-08 86.60 6.60
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Years 2004-05 to 2008-09 118.77 10.00
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Years 2005-06 to 2007-08 46.43 41.51
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Years 2007-08 to 2010-11 169.50 3.00
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Years 2007-08 to 2010-11 96.07 96.00
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2008-09 11.73 -
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Years 2012-13 to 2014-15 3195.60 -
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2008-09 to 2011-12 36.30 1.26
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2006-07 to 2010-11 375.50 -
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2009-10 to 2012-13 221.66 5.21
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2007-08 to 2013-14 81.12 3.63
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2011-12 to 2012-13 8.25 2.69
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2005-06 to 2009-10 17.58 -
Andhra Pradesh VAT Act 2005 Value Added Tax Commercial Tax Officer* Financial Year 2007-08 14.16 11.96
Andhra Pradesh VAT Act 2005/ Central Sales Tax Act 1956 Value Added Tax/ Sales Tax High Court Financial Years 2008-09 to 2010-11 148.27 82.71
Maharashtra Value Added Tax Act 2002 Value Added Tax Joint Commissioner of Sales Tax (Appeal) Financial Year 2008-09 4.19 0.40
Central Sales Tax Act 1956 Central Sales Tax (Gujarat) Deputy Commissioner of Commercial Tax (Appeal) Financial Years 2006-07 to 2008-09 5.60 6.80
Central Sales Tax Act 1956 Central Sales Tax (Tamil Nadu) Deputy Commissioner of Commercial Tax (Appeal) Financial year 2015-16 1.78 0.59
Andhra Pradesh Value Added Tax Act 2005 Value Added Tax Sales Tax Appellate Tribunal Financial Years 2007-08 and 2009- 10 to 2010-11 0.54 0.54
The Karnataka Stamp Act 1957 Stamp Duty High Court Financial Year 2006-07 1.08 -
The Customs Act 1962 Custom Duty Customs Excise & Service Tax Appellate Tribunal Financial Year 1996-97 1.19 1.19
The Employees Provident Fund and Miscellaneous Provisions Act 1952 Provident Fund The Employees Provident Fund Appellate Tribunal March 2013 to April 2014 2448.31 @
Revenue & Taxation Code USA Pennsylvania state Income- tax Commonwealth of Pennsylvania Department of Revenue Calendar Years 1988 – 2005 4.82 -
Decree of the President of the Republic of Italy Tax on purchase of shares Regional Court of Emilia Romagna Italy Financial Year 2008-09 7.32 -
Chad Tax Administration Withholding Tax/ Value Added Tax / Corporation Tax Deputy General Manager of Tax Authorities Calendar year 2012 and 2014 to 2015 17.77 3.19
Internal Revenue Act 2000 and Income Tax Act 2015 Income Tax / Withholding Tax Commissioner General April 2013 to March 2015 52.03 111.43
Value Added Tax Act 2013 Value Added Tax Commissioner General April 2013 to March 2015 5.98 2.90
Tax Code Income Tax Commissioner General January 2011 to December 2013 18.84 5.73
Tax Code Value Added Tax Commissioner General January 2013 to March 2016 13.28 -

# The above excludes the Income-tax Draft Notices of Demand amounting to Rs. 7952Million and Rs. 9637 Million for financial years 2001-02 and 2006-07 respectively issuedby the Additional Commissioner of Income-tax under Section 143(3) read with Section 147 ofthe Income-tax Act 1961 against which the Company has filed its objections with theDispute Resolution Panel which is pending disposal.

* The Company is not aware whether the Department has filed an appeal against the same.

@ The Company has given bank guarantee of Rs. 500 Million to The Employees ProvidentFund Appellate Tribunal.

(viii) The Company has not taken any loans or borrowings from banks and government orhas not issued any debentures. In our opinion and according to the information andexplanations given to us the Company has not defaulted in the repayment of loans orborrowings to financial institutions.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) and the term loans have been applied by the Companyduring the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) ofparagraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Act where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the financial statements etc. as required by the applicable accountingstandards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of paragraph 3 of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its subsidiaries or associate companies or persons connectedwith them and hence provisions of section 192 of the Act are not applicable. (xvi) TheCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Hemant M. Joshi
Place: Mumbai India Partner
Date: May 26 2017 (Membership No. 38019)