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Tech Mahindra Ltd.

BSE: 532755 Sector: IT
NSE: TECHM ISIN Code: INE669C01036
BSE LIVE 15:44 | 24 Mar 474.30 -7.50
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NSE LIVE 15:59 | 24 Mar 474.15 -8.00
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OPEN 481.95
PREVIOUS CLOSE 481.80
VOLUME 86729
52-Week high 563.75
52-Week low 405.10
P/E 14.30
Mkt Cap.(Rs cr) 46193.02
Buy Price 0.00
Buy Qty 0.00
Sell Price 473.50
Sell Qty 365.00
OPEN 481.95
CLOSE 481.80
VOLUME 86729
52-Week high 563.75
52-Week low 405.10
P/E 14.30
Mkt Cap.(Rs cr) 46193.02
Buy Price 0.00
Buy Qty 0.00
Sell Price 473.50
Sell Qty 365.00

Tech Mahindra Ltd. (TECHM) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

TECH MAHINDRA LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Tech MahindraLimited (the Company) which comprise the Balance Sheet as at 31st March 2016 theStatement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information for theyear then ended.

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 of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards prescribedunder section 133 of the Act as applicable.

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 financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's 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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder and the Order under section143 (11) of the Act.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company's preparation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of 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 of the state of affairs of the Companyas at 31st March 2016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following note to the financial statements:

Note 25 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:

During the year the Additional Chief Metropolitan Magistrate cum Special SessionsCourt Hyderabad vide common judgement on April 9 2015 convicted the accused persons in 3separate complaints instituted by the Central Bureau of Investigation (CBI) which alsocovered the matters investigated by the Serious Fraud Investigation Office (SFIO). TheCompany was not named as an accused in the proceedings and in the said judgment. TheManagement does not believe there will be any further proceedings against the Company inthis respect. The Company Law Board vide its further Order dated March 1 2016 has alsostruck off the name of the Company from the array of respondent in the petition filed bythe Ministry of Company Affairs (MCA).

Further as explained in note 25 to the financial statements certain non-compliancesand breaches of various laws and regulations by the erstwhile Satyam under the formerManagement (prior to Government nominated Board) identified by the various agencies havebeen responded to/appropriately addressed in earlier years and no further communicationhas been received by the Company on these matters and with the passage of time theCompany does not expect any further proceedings in this regard.

The Company's management on the basis of current legal status and external legalopinion as more fully described in note 25 to the financial statements has concludedthat (i) claims made by 37 companies in the City Civil Court for alleged advancesamounting to Rs.12304 million made by these companies to erstwhile Satyam and presentedseparately under 'Suspense account (net) and (ii) the claims to these advances filed byEnforcement Directorate under the Prevention of Money Laundering Act in the High Court ofAndhra Pradesh will not sustain on ultimate resolution by the respective Courts asexplained 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 we report 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards prescribed under section 133 of the Act as applicable.

e) On the basis of the written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164 (2) of the Act.

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.

g) 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 24 25 and 30 to the financialstatements;

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.

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

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
A.B. Jani
Place: Mumbai India Partner
Date: May 24 2016 (Membership No. 46488)

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 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 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.

Auditor's 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 2016 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.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
A. B. Jani
Place: Mumbai India Partner
Date: May 24 2016 (Membership No. 46488)

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

Re: TECH MAHINDRA LIMITED

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'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/conveyancedeed/ Possession Certificate/ Lease agreement/ Encumbrance Certificate provided to us wereport that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate 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
Leasehold Land located at IT/ITES Industrial Area Devanahalli Bangalore - 562110 admeasuring 101173 square metres 643.68 637.17 As per information given to us Lease agreement is yet to be entered into by Karnataka Industrial Areas Development Board (KIADB) with the company pending for few clauses to be agreed mutually between the company and KIADB.
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 which jurisdiction of Registration office has also changed therefore the final demand is not crystallized and Andhra Pradesh High Court order is not adjudicated.
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
Freehold land located at Survey No. 44 P Near Bullaiah College New Resapuvanipalem Village Visakhapatnam - 530003 admeasuring 29844 square metres 79.83 79.83
Leasehold land located at Plot No. S - 1 Maitree Vihar Road Chandrasekharpur Bhubaneswar - 751023 admeasuring 55600 square metres 4.86 4.20 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) 71(P) 109 152(P) MIHAN SEZ Area Nagpur - 441108 admeasuring 518241 square metres 470.27 444.01 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.
Freehold Land Survey No. 35/1/1B 48/2A and 48/2C Bavdhan Taluka Haveli Pune admeasuring 55606 square metres 126.16 126.16

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 the maintenanceof cost records has not been specified by the Central Government under section 148(1) ofthe Act. Accordingly reporting under clause (vi) of paragraph 3 of the Order is notapplicable.

(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 2016 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 and Cess which have not been deposited as on March 31 2016 on account of disputes aregiven 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 Act 1961 Income-tax Supreme Court Financial Year 2004-05 39.55 -
The Income-tax Act 1961 Income-tax High Court Financial Year 2005-06 2.83 -
The Income-tax Act 1961 Income-tax High Court Financial Years 2002-03 to 2007-08 5967.31# -
The Income-tax Act 1961 Income-tax Income-tax Appellate Tribunal Financial Year 2003-04 151.69 -
The Income-tax Act 1961 Income-tax Income-tax Appellate Tribunal Financial Year 2004-05 150.46 -
The Income-tax Act 1961 Income-tax Income-tax Appellate Tribunal Financial Year 2005-06 1.57 -
The Income-tax Act 1961 Income-tax Income-tax Appellate Tribunal Financial Year 2006-07 6.03 -
The Income-tax Act 1961 Income-tax Income-tax Appellate Tribunal Financial Year 2007-08 16.63 -
The Income-tax Act 1961 Income-tax Income-tax Appellate Tribunal Financial Year 2007-08 29.09 -
The Income-tax Act 1961 Income-tax Income-tax Appellate Tribunal Financial Year 2008-09 0.93 -
The Income-tax Act 1961 Income-tax Income-tax Appellate Tribunal Financial Year 2010-11 553.34 -
The Income-tax Act 1961 Income-tax Commissioner of Income-tax (Appeals) Financial Year 2007-08 1.43 -
The Income-tax Act 1961 Income-tax Commissioner of Income-tax (Appeals) Financial Year 2009-10 694.62 -
The Income-tax Act 1961 Income-tax Commissioner of Income-tax (Appeals) Financial Year 2007-08 18.12 -
The Income-tax Act 1961 Income-tax Commissioner of Income-tax (Appeals) Financial Year 2010-11 58.88 -
The Income-tax Act 1961 Income-tax Commissioner of Income-tax (Appeals) Financial Year 2011-12 19.41 -
The Income-tax Act 1961 Income-tax Commissioner of Income-tax (Appeals) Financial Years 2005-06 and 2010-11 42.38 -
The Income-tax Act 1961 Income-tax Commissioner of Income-tax (Appeals)* Financial Year 2011-12 898.38 -
The Income-tax Act 1961 Income-tax Commissioner of Income-tax (Appeals) Financial Year 2001-02 8.11# -
The Income-tax Act 1961 Income-tax Assessing Officer Financial Year 2008-09 56.09 -
The Income-tax Act 1961 Income-tax Assessing Officer Financial Year 2009-10 25.58 -
Finance Act 1994 Service Tax Commissioner of Central Excise Financial Years 2003-04 to 2006-07 12.86 -
Finance Act 1994 Service Tax Commissioner of Central Excise 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 2008-09 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 2013-14 3031.53
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2008-09 to 2011-12 33.46 1.26
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2006-07 to 2010-11 360.55
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Financial Year 2009-10 to 2012-13 209.98 5.21
Finance Act 1994 Service Tax Principal Commissioner of Service Tax Financial Year 2013-14 6.54 -
Finance Act 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal* Financial Year 2007-08 to 2013-14 77.30
Finance Act 1994 Service Tax Joint Commissioner Service Tax Financial Year 2011-12 to 2012-13 7.62 2.69
Andhra Pradesh VAT Act 2005 Value Added Tax Sales Tax Appellate Tribunal Financial Year 2007-08 6.78 4.58
Andhra Pradesh VAT Act 2005/ Central Sales Tax Act 1956 Value Added Tax/ Sales Tax High Court Financial Years 2007-08 to 2010-11 155.65 90.09
Delhi Value Added Tax Act 2004 Value Added Tax The Addl. Commissioner VAT Financial Years 2012-13 2.81 -
Delhi Value Added Tax Act 2004 Value Added Tax The Addl. Commissioner VAT Financial Year 2012-13 0.19 -
Delhi Value Added Tax Act 2004 Value Added Tax The Addl. Commissioner VAT Financial Year 2013-14 2.29 -
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
Maharashtra Tax on Entry of Goods in to Local Areas Ordinance 2002 Entry Tax - Maharashtra Deputy Commissioner (Appeal) Sales Tax Financial Years 2008-09 to 2011-12 41.71 6.20
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
Central Sales Tax Act 1956 Central Sales Tax (Tamil Nadu) High Court Financial Years 2014-15 1962.01
Delhi Value Added Tax Act 2004 Value Added Tax Commissioner VAT* Financial Years 2013-14 1.68 -
Andhra Pradesh Value Added Tax Act 2005 Value Added Tax Sales Tax Appellate Tribunal Financial Years 2007-08 and 200910 0.54 0.54
Revenue & Taxation Code USA Pennsylvania state Income-tax Commonwealth of Pennsylvania Department of Revenue Calendar Years 1988 - 2005 4.93
Decree of the President of the Republic of Italy Tax on purchase of shares Regional Court of Emilia Romagna Italy Financial Year 2008-09 7.96
Chad Tax Administration Withholding Tax/ VAT/ Corporation Tax Deputy General Manager of Tax Authorities Calendar year 2012 6.21
Law on Tax Procedure Withholding Tax/VAT/ Corporation Tax General Tax Director Calendar year 2011 to 2012 23.13

* The Company is in process of filing the appeal.

# 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.

(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) The Company is not required to be registered under section 45-I of the ReserveBank of India Act 1934.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
A. B. Jani
Place: Mumbai India Partner
Date: May 24 2016 (Membership No. 46488)