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63 Moons Technologies Ltd.

BSE: 526881 Sector: IT
NSE: 63MOONS ISIN Code: INE111B01023
BSE 00:00 | 12 Aug 185.10 1.10
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NSE 05:30 | 01 Jan 63 Moons Technologies Ltd
OPEN 185.95
PREVIOUS CLOSE 184.00
VOLUME 6960
52-Week high 373.70
52-Week low 87.60
P/E 474.62
Mkt Cap.(Rs cr) 853
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 185.95
CLOSE 184.00
VOLUME 6960
52-Week high 373.70
52-Week low 87.60
P/E 474.62
Mkt Cap.(Rs cr) 853
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

63 Moons Technologies Ltd. (63MOONS) - Auditors Report

Company auditors report

To the members of 63 moons technologies limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

QUALIFIED OPINION

We have audited the accompanying Standalone Financial Statements of 63 moonstechnologies limited (hereinafter referred as "the Company") which comprisethe Balance Sheet as at March 31 2021 the Statement of Profit and Loss (including othercomprehensive income) the Statement of Cash Flows and the Statement of Changes In Equityfor the year then ended and notes to the Standalone Financial Statements including asummary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in the Basis forQualified Opinion section of our report the aforesaid Standalone Financial Statementsgive the information required by the Companies Act 2013 (hereinafter referred as"the Act") in the manner so required and give a true and fair view in conformitywith the Indian Accounting Standards prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended (hereinafter referred as"Ind AS") and other accounting principles generally accepted in India of thestate of affairs (financial position) of the Company as at March 31 2021 and its loss(financial performance including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

BASIS FOR QUALIFIED OPINION

Note Number 47 to 49 and 54 to 56 to the Standalone Financial Statements forms thebasis for our qualified opinion which are as follows:

A. The Company has investment of Rs. 20000 Lakhs (face value) each in securednon-convertible debentures issued by IL&FS Transportation Networks Ltd (ITNL)(subsidiary of Infrastructure Leasing & Finance Ltd – ILFS) and Dewan HousingFinance Corporation Ltd (DHFL). These companies i.e. ITNL and DHFL have defaulted inrepayment of interest and various rating agencies have revised their credit ratings to thelowest category ‘D’ i.e. default. Resolution process is in progress i.e. underCompanies Act for ITNL and Corporate Insolvency Resolution Process (CIRP) under IBC Act incase of DHFL in addition to various investigations and legal proceedings. TheCompany’s management has also taken various measures including filing legal casesagainst specified parties. (Refer note 47 and 48).

In addition the Company has investment of Rs. 30000 Lakhs (face value) in PerpetualAdditional Tier I bonds ("AT I bonds") issued by Yes Bank Limited ("YesBank"). On March 14 2020 Yes Bank through its administrator informed the stockexchanges that these AT I bonds need to be fully written down permanently and standextinguished with immediate effect. Trustee and the Company have taken legal recourse tothis action of the Yes bank. (Refer note 49).

The Company’s management and those charged with Governance have represented to usthat since these matters are pending at various stages of adjudication and considering theuncertainties management is unable to quantify the impact on these investments.

B. As stated by the Management of the Company in Note 54 to the Standalone FinancialStatements Civil Suits have been filed against the Company in relation to event occurredon National Spot Exchange Limited trading platform. These matters are pending at variousstages of adjudication. As stated in the said note the management of the Company does notforesee that the parties who have filed Civil Suits would be able to sustain any claimagainst the Company. In addition as stated by the management in note 54 55 and 56 to theStandalone Financial Statements there are First Information Reports ("FIR") /complaints/ charge-sheets / orders / notices registered / received against various partiesincluding the Company from/ with the Economic O_ences Wing of the Mumbai Police (EOW)Central Bureau of Investigation (CBI) Home Department - Government of Maharashtra underMPID Act the Directorate of Enforcement and the Serious Fraud Investigation Office(SFIO). Above matters are pending at various stages of adjudication/ investigation. (ReferNote 54 55 and 56). In this regard the Management and those charged with Governance haverepresented to us that other than as stated in the said notes to the Standalone FinancialStatements there are no claims litigations potential settlements involving the Companydirectly or indirectly which require adjustments to / disclosures in the StandaloneFinancial Statements and that the ability of the Company to carry out its day-to-dayoperations / activities is not seriously affected due to any such FIR / complaints /charge-sheets / orders / notices / reports as aforesaid.

Accordingly in view of above representations regarding legal matters at various stagesof adjudication and ongoing investigations / matters the outcome of which is not knownand is uncertain at this stage we are unable to comment on the consequential impact inrespect of the same on the results for the year ended March 31 2021.

We conducted our audit in accordance with the Standards on Auditing (hereinafterreferred as "SAs") specified under section 143(10) of the Act. Ourresponsibilities under those SAs are further described in the Auditor’sresponsibilities for the audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the Standalone Financial Statements under the provisionsof the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion.

EMPHASIS OF MATTER

We draw attention to Note 45 to the Standalone Financial Statements regardingutilisation of unexpired MAT credit entitlement by the Company. The Company has a totalMAT credit entitlement of Rs. 8585.02 Lakhs as at March 31 2021. The Company’sManagement is confident that they will be able to utilise the unexpired MAT creditentitlement in eligible future years.

Our opinion is not modified in respect this matter of emphasis.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone Financial Statements of the current period.These matters were addressed in the context of our audit of the Standalone FinancialStatements taken as a whole in forming our opinion thereon and we do not provide aseparate opinion on these matters. Apart from ‘Basis for Qualified Opinion’ wehave determined the key audit matters as described below: A. Determination of fair valueof carrying amount of investments B. Accounting treatment for contracts with customer C.Contingent liabilities

A. Determination of fair value of carrying amount of investments

Description of key audit matter

The Company has investments net of provision of Rs. 40843.92 Lakhs as at March 312021 consisting of Investments in the equity instruments of subsidiaries third partybonds mutual funds other equity instruments etc. and are valued as per Ind AS 109"Financial instruments". By their nature these are subjected to various factorsrelated to respective investee entities including but not limited to economic factorsbusiness dynamics financial performance etc and impact a fair valuation of theseinvestments. Accordingly this necessitates a close monitoring by the management of thesesituations and judgement based on appropriate evaluation criteria to arrive at a fairvalue of carrying amounts of these assets as at balance sheet date. Against thisbackground this matter was of significance in the context of our audit.

Description of Auditor response

We have carried out a comparison between carrying value of investment as at balancesheet date and net-worth as reflected by latest audited financials of investee companies.Wherever carrying amount of investment is more than the net-worth of investee Company wehave discussed and enquired with the management the process followed by them to identifypermanent diminution if any in the value of investment and necessary accountingtreatment adopted in the books. In addition management has provided us with the futurebusiness plans and how in their business judgement such gap between investment andnet-worth of the investee is either compensated with improving business conditions orvaluations of such entities. Going forward our regular audit procedures are designed tokeep a follow up on outcomes of these management assertions.

B. Accounting treatment for contracts with customer

Description of key audit matter

Revenue amounting to Rs. 14408.15 Lakhs reported in the Company’s financialstatements pertains to customer specific contracts and the same are required to satisfythe recognition and measurement criteria as prescribed in IND AS 115 ‘Revenue fromContracts with Customers’. Company’s revenue is bifurcated into two main parts

(a) revenue from software products (IPR based licenses) and

(b) revenue from software services. Certain contracts necessarily involve estimationsand certain assumptions to be made by the management in determining the quantum of revenueto be recognised in specific period. This inherently creates certain uncertainties andresults in complexities in accounting treatment wherein incorrect assumptions andestimates can lead to revenue being recognised in incorrect accounting periods therebyimpacting the results. Considering these factors in the context of our audit this matterwas of significance and hence a key audit matter.

Description of Auditor’s response

With a view to verify the reasonableness of the revenue accounting we carried outfollowing procedures:

a) Understanding the internal control environment for revenue recognition and to testcheck with a view to verify its operating effectiveness;

b) Major contracts were read and analysed to verify correctness of accounting ofrevenue as calculated by the Company’s Management;

c) Discussed with the management process of identification of variable considerationand verified the working on test basis;

d) Verified the working of unbilled revenue and unearned revenue on test basis;

e) Performed analytical procedures and obtained reasons for major variances;

f) Ensured that revenue is recognized in accordance with accounting policy of theCompany and Ind AS 115;

C. Contingent liabilities

Description of key audit matter

Contingent liabilities as at March 31 2021 amounted to Rs. 26966.01 Lakhs whichmainly include pending income-tax matters and certain legal cases other than those formingbasis for our qualified opinion. Contentious income tax matters relate to interpretationaldifferences between the Company and various tax authorities certain matters subjected tointernal circulars and guidelines within tax authorities irrespective of stated legalprovisions sometimes requiring decision making only by higher tax authorities throughappellate procedures resulting in delays in outcome. Given the current legal andoperational embargo that the Company is facing it is subjected the multiple litigationsby and on the Company sub-judice at various courts and levels requiring the Company’sManagement to exercise significant judgement on these outcomes to determine theliabilities that are contingent in nature. Considering these factors in the context ofour audit this matter was of significance and hence a key audit matter.

Description of Auditor’s response

With a view to ensure that disclosures made by the Company in Note 31 to the StandaloneFinancial Statements are determined appropriately and prudently we obtained informationof pending income-tax matters from the Company and have obtained/verified the documentsincluding the communication with the departments provided by the Company. In addition wehave carried out comparison with respect to previous year and obtained/revieweddocumentation for additional tax matters arisen during the year. Our tax team has carriedout discussions with the Company’s internal tax team on these cases mainly withrespect to issues raised by various tax authorities in their communication to the Companyto substantiate Company’s assessment that there are no present obligations perceived.With respect to legal cases disclosed to us we have obtained updates on pending casesfrom the management and discussed it with the Company’s internal legal departmentwherever necessary. We carried out a comparison between the latest status and immediateprevious status. While comparing we have tried to ascertain the appropriateness withoutbeing judgemental of the management judgement exercised in updating to the latest statusand have tried to evaluate an impact on such ascertainment of whether the Companyliabilities to which it is contingently liable are appropriately ascertained with prudenceprinciple.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR’S REPORTTHEREON _HEREINAFTER REFERRED AS "OTHER INFORMATION"_

The Company’s Management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in theDirectors’ Report including any annexures thereto Corporate Governance Report andManagement Discussion and Analysis but does not include the Standalone FinancialStatements and our auditor’s report thereon.

These reports are expected to be made available to us after the date of thisauditor’s report. Our opinion on the financial statements does not cover the otherinformation and we will not express any form of assurance conclusion thereon. Inconnection with our audit of the Standalone Financial Statements our responsibility is toread the other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. When we read these reports if we conclude that there is materialmisstatement therein we are required to communicate the matter to those charged withgovernance and describe actions applicable as per applicable laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONEFINANCIAL STATEMENTS

The Company's Management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these Standalone FinancialStatements that give a true and fair view of the financial position financialperformance cash flows and changes in equity of the Company in accordance with theaccounting principles generally accepted in India including the Ind AS. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Standalone FinancialStatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the Standalone Financial Statements Company’s Management and Boardof Directors are responsible for assessing the Company’s ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management and Board of Directors either intendsto liquidate the Company or to cease operations or has no realistic alternative but to doso. The Board of Directors are responsible for overseeing the Company’s financialreporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the StandaloneFinancial Statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

A. Identify and assess the risks of material misstatement of the Standalone FinancialStatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

B. Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

C. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management and Board of Directors.

D. Conclude on the appropriateness of management and Board of Directors’ use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor’sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor’s report. However future events orconditions may cause the Company to cease to continue as a going concern.

E. Evaluate the overall presentation structure and content of the Standalone FinancialStatements including the disclosures and whether the Standalone Financial Statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the Standalone Financial Statements may be influenced. Weconsider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the Standalone FinancialStatements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant de_ciencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone Financial Statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor’s report unless law or regulation precludes public disclosure aboutthe matter or when in extremely rare circumstances we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably 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 2016 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable.

2. As required by section 143 (3) of the Act and based on our audit 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 (including other comprehensiveincome) Statement of Changes In Equity and the Statement of Cash Flows dealt with by thisreport are in agreement with the books of account;

d) In our opinion the aforesaid Standalone Financial Statements comply with the Ind ASspecified under section 133 of the Act read with rule

7 of the Companies (Accounts) Rules 2014 except for the effects if any of thematters described in the basis for qualified opinion paragraph;

e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 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 B"; our report expresses an unmodifiedopinion on the adequacy and operating e_ectiveness of the Company’s internalfinancial controls over financial reporting;

g) With respect to the other matters to be included in the auditor’s report inaccordance with the requirements of section 197(16) of the Act as amended we report thatin our opinion and to the best of our information and according to the explanations givento us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act; and

h) 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 as at March 31 2021 onits Standalone Financial Statements to the extent it is ascertainable [Refer note31 to the Standalone Financial Statements and ‘Basis for Qualified Opinion’].

ii. The Company does not have any outstanding long-term contracts including derivativecontracts as on March 31 2021.

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

For Sharp & Tannan Associates

Chartered Accountants

Firm’s Registration No.: 0109983W

by the hand of

CA Pramod Bhise

Partner

Membership No.: (F) 047751

UDIN: 21047751AAAADM4205

Mumbai May 27 2021

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 1 under the heading "Report on Other Legal andRegulatory Requirements" of our report on even date:

(i) In respect of the Company’s property plant & equipment (fixed assets)

(a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of all fixed assets.

(b) as explained to us fixed assets are being physically verified by the managementwhich in our opinion is reasonable having regard to the size of the Company and nature ofits assets. The frequency of physical verification is reasonable and no materialdiscrepancies were noticed on such verification.

(c) the title deeds of immovable properties are held in the name of the Company.

(ii) According to the process explained to us and as followed by the Company theCompany’s inventory items are directly delivered to its customers on theirprocurement. Accordingly reporting on paragraph 3(ii) of the Order is not applicable.

(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 reporting on paragraph 3(iii) of the Order is notapplicable.

(iv) In respect of loans investments guarantees and security provisions of section185 and section 186 of the Act have been complied with to the extent applicable.

(v) According to information and explanation provided to us the Company has notaccepted deposits from the public and accordingly reporting on para 3(v) of the Order isnot applicable.

(vi) Maintenance of cost records has not been specified by the Central government undersection 148(1) of the Act. Accordingly reporting on paragraph 3 (vi) of the Order is notapplicable.

(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues including provident fund employees' state insuranceincome-tax goods and service tax duty of customs cess and any other material statutorydues as applicable with the appropriate authorities. According to the information andexplanation given to us no undisputed amounts payable in respect of provident fundemployees' state insurance income-tax goods and service tax duty of customs cess andany other material statutory dues as at March 31 2021 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanation given to us and the records of theCompany examined by us there are no dues of Income tax or Sales tax or Service tax orGoods and Services tax or duty of Customs or duty of Excise or Value added tax or whichhave not been deposited by the Company as at March 31 2021 on account of disputes exceptthe following:

Name of the Statue Name of the disputed dues Amount involved (Rs. Lakhs) Period to which the amount relates Forum where disputes are pending
Income Tax Act 1961 Income Tax 1966.35 2011-12 Commissioner of Income Tax - Appeals
2431.47 2012-13
797.14 2013-14
289.86 2016-17
210.66 2017-18

(viii) According to the records of the Company examined by us and the information andexplanation given to us during the year the Company has not defaulted in repayment ofloans or borrowings to any bank. The Company has not availed any loans or borrowings fromfinancial institution government and debenture holder.

(ix) According to information and explanation given to us no money has been raised byway of initial public offer or further public offer (including debt instruments)and byway of aterm loan during the year. Accordingly reporting on para 3(ix) is not applicable.

(x) Except for the matters(s) referred in the ‘Basis for QualifiedOpinion’ of our audit report which are sub-judice and hence are inconclusive tothe best of our knowledge and information and explanations given to us no fraud by theCompany or any fraud on the Company by its officers or employees has been noticed orreported during the year.

(xi) Managerial remuneration has been paid / provided 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. Accordingly reporting on para 3(xii) is notapplicable.

(xiii) All transactions with related parties are in compliance with Sections 177 and188 of the Act and the details have been disclosed in the Standalone Financial Statementsas required by the applicable accounting Standards.

(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under reviewaccordingly reporting on paragraph 3 (xiv) of the Order is not applicable.

(xv) The Company has not entered into any non-cash transactions with directors orpersons connected with him. Accordingly reporting on paragraph 3 (xv) of the Order is notapplicable.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly reporting on paragraph 3 (xvi) of the Order is notapplicable.

For Sharp & Tannan Associates

Chartered Accountants

Firm’s Registration No.: 0109983W

by the hand of

CA Pramod Bhise

Partner

Membership No.: (F) 047751

UDIN: 21047751AAAADM4205

Mumbai May 27 2021

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 2 (f) under the heading "Report on other legal andregulatory requirements"of our report on even date:

REPORT ON THE INTERNAL FINANCIAL CONTROLS

_UNDER CLAUSE _i_ OF SUB_SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 _"THEACT"_

OPINION

We have audited the internal financial controls over financial reporting of 63 moonstechnologies limited (hereinafter referred as "the Company") as of March 312021 in conjunction with our audit of the Standalone Financial Statements of the Companyfor the year ended on that date.

In our opinion and to the best of our information and according to the explanationsgiven to us the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31 2021 based on the internalfinancial control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (hereinafter referred as "theguidance note") issued by the Institute of Chartered Accountants of India(hereinafter referred as "ICAI").

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s Management and Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the guidance note. These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the 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 and the SAs issued by ICAI and deemed to be prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols. Those SAs and the Guidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively 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 judgment including the assessment of the risks ofmaterial misstatement of the Standalone Financial Statements whether due to fraud orerror.

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 Standalone Financial Statements for external purposes in accordance withgenerally accepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that

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

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Standalone Financial Statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial effect on the Standalone 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.

For Sharp & Tannan Associates

Chartered Accountants

Firm’s Registration No.: 0109983W

by the hand of

CA Pramod Bhise

Partner

Membership No.: (F) 047751

UDIN: 21047751AAAADM4205

Mumbai May 27 2021

.