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ABM Knowledgeware Ltd.

BSE: 531161 Sector: IT
NSE: N.A. ISIN Code: INE850B01026
BSE 15:16 | 30 Sep 101.35 -1.25
(-1.22%)
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NSE 05:30 | 01 Jan ABM Knowledgeware Ltd
OPEN 102.60
PREVIOUS CLOSE 102.60
VOLUME 3926
52-Week high 136.30
52-Week low 65.85
P/E 15.66
Mkt Cap.(Rs cr) 203
Buy Price 101.60
Buy Qty 18.00
Sell Price 102.40
Sell Qty 9.00
OPEN 102.60
CLOSE 102.60
VOLUME 3926
52-Week high 136.30
52-Week low 65.85
P/E 15.66
Mkt Cap.(Rs cr) 203
Buy Price 101.60
Buy Qty 18.00
Sell Price 102.40
Sell Qty 9.00

ABM Knowledgeware Ltd. (ABMKNOWLEDGE) - Auditors Report

Company auditors report

TOTHEMEMBERS OF ABM KNOWLEDGEWARE LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of ABMKNOWLEDGEWARE LIMITED ("the Company") which comprise the Balance Sheet as atMarch 312022 the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and Statement of Cash Flows for the year then endedand notes to the Standalone Financial Statements including a summary of significantaccounting policies and other explanatory information (hereinafter referred to as"the Standalone Financial Statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 312022 profit and total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in theAuditor?s Responsibilities for the Audit of the Standalone Financial Statementssection of ou r report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ("ICAI")together with the ethical requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Companies Act 2013 and the Rules madethereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI?s Code of Ethics. We believe that the audit evidenceobtained by us is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

Key Audit Matter

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our reports.

Sr. No Key Audit Matters How our audit addressed the Key Audit Matter
01 Revenue recognition (refer to the summary of significant accounting policies in point 2.02 (b) and the disclosures in note 2.24 of the standalone financial statements)
The company derives significant portion of its revenue from long-term projects. Estimation of efforts is a critical estimate to determine revenues for contract. This estimate has a high inherent uncertainty as it requires consideration of progress of the contract efforts incurred till date efforts required to complete the remaining contract performance obligations. Some of the contracts have complex terms and conditions requiring management analysis judgement and application of guidance for appropriate recognition of revenue and the corresponding balances of accounts receivables unbilled revenues and deferred revenues. In consideration of certain key judgements and principles used for recognition of revenue we have identified this matter to be a key audit matter. We have performed walkthrough and understood the process and tested key controls associated with the revenue recognition process.
We made enquiries of management and analysed contracts on sample basis to evaluate whether revenue was recognized in accordance with their terms and conditions. We have:
1. Assessed the Company?s accounting policies relating to revenue recognition.
2. Checked the revenue recognition from contracts by reading the supporting documents including inspection of contracts / statement of work/purchase orders from customers and documents evidencing delivery on a test check basis;
3. Checked pre and post year end sample of revenue recognized and agreed with the supporting documents.
4. Checked the Standalone Ind AS financial statement disclosures in this regard.
02 Receivable from Government customers (refer to disclosures in note 2.05 & 2.10 of the standalone financial statements)
The gross balance of trade receivables as at March 31 2022 amounted to ' 4255.80/- Lakhs which comprises of ' 3786.03/- Lakhs receivable from Government customers. We evaluated the Company?s processes and controls relating to the monitoring of trade receivables and review of credit risks of customers. 1. Our audit procedures include: We evaluated management?s continuous assessment
The assessment of the recoverability of the receivables from the Government Customers requires management to make judgements and estimates to assess the certainty regarding the recoverability from Government Customer. Accordingly this has been identified as a key audit matter. of the assumptions used in the recoverability assessment. These considerations include whether there are regular receipts from the customers past collection history as well as an assessment of the customers? credit ability to make repayments.
2. We have checked the subsequent collection made from the Government debtors and discussed with management the reasons of any long outstanding amounts and correspondences with the customers.
3. We have checked the calculation of delay risk under expected credit loss model evaluated the Standalone.
4. Evaluated the standalone financial statement disclosure in this regard.
03 Assessment of fair value of Quoted equity investment and Mutual Fund Investment (refer to disclosures in note 2.09 of the standalone financial statements- Investment in Quoted Equity shares and Mutual Fund)
The Company has quoted equity investment and Quoted Mutual fund as at the Balance sheet date. The investment is carried at fair values a fair valuation is done as per the requirement of Ind AS- 109. Our audit procedures included the following:
The Fair value measurement of the Quoted equity shares and Quoted Mutual Fund was a key Audit matter because 1.Obtained an understanding from the management assessed and tested the design and operating effectiveness of the Company?s key controls over the fair valuation of quoted equity share and mutual fund.
-The value of quoted equity shares and mutual fund is material to the financial statements and 2.Assessed the carrying value/fair value calculations of all individually material investments where applicable to determine whether the valuations performed by the Company were within an acceptable range determined basis the fair valuation reports and statement.
-As at the Balance sheet date March 31 2022 the value of quoted equity shares and mutual fund is amounted to INR 7786.76/- lakhs representing 45.07% of total current assets and 39.04 % of total equity. The value of Quoted Equity shares and Mutual Fund represents majority of the balance sheet value. 3.Evaluated the adequacy of the disclosures made in the Standalone Financial Statements.
Based on the above procedures performed we did not identify any significant exceptions in the management?s assessment in relation to the fair value of quoted equity investments and mutual funds.

Information Other than the Standalone Financial Statements andAuditor?s Report thereon

The Company?s Management and Board of Directors are responsiblefor the preparation of other information. The other information comprises the informationincluded in the Annual Report for example Management Discussion and AnalysisBoard?s Report including Annexures to Board?s Report Business ResponsibilityReport Corporate Governance and Shareholder?s Information but does not include thestandalone financial statements and our auditor?s report thereon. The Annual reportis expected to be made available to us after the date of this our auditor?s report.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read Annual Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charges withgovernance and take necessary actions as applicable under the relevant laws andregulations.

Responsibilities of Management andThose Charged with Governance for theStandalone Financial Statements

The Company?s Management and Board of Directors are responsiblefor the matters stated in section 134(5) of the Companies Act 2013 ("the Act")with respect to the preparation of these standalone financial statements that give a trueand fair view of the financial position financial performance including othercomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. 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 the Management andBoard of Directors are responsible for assessing the Company?s ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany?s financial reporting process.

Auditor?s Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor?s report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system (with reference tostandalone financial statement) in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of Management and Board ofDirector use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company?s ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor?s report to the related disclosures in the standalone financial statementsor if such disclosures are inadequate to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor?s report. Howeverfuture events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matter communicated with those charge with governance wedetermine those matters that were of most significance in audit of standalone financialstatement of the current period and are therefore the key audit matters. We describe thesematters in our auditor?s report unless law and regulation preclude public disclosureabout the matters or when in extremely rare circumstances we determine that the mattersshould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor?s Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of Section 143 of the Act we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act based on our audit wereport that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Changes in Equity and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Ind AS specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from thedirectors as on March 312022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 312022 from being appointed as a director in termsof Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company?s InternalFinancial Controls over the financial reporting.

(g) With respect to the other matters to be included in theAuditor?s Report in accordance with the requirements of Section 197(16) of the Actas amended:

In our opinion and to the best of our information and according to theexplanations given to us the managerial remuneration paid or provided by the company toits directors during the year is in accordance with the provisions of Section 197 readwith Schedule V to the Act.

(h) With respect to the other matters to be included in theAuditor?s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements. Refer Note 2.31 to thestandalone financial statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amount required to betransferred to the Investor Education and Protection Fund by the Company.

iv. a. The Management has represented that to the best of it'sknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other person(s) or entity(ies) including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of thecompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

b. The Management has represented that to the best of it?sknowledge and belief no funds have been received by the company from any person(s) orentity(ies) including foreign entities ("Funding Parties") with theunderstanding whether recorded in writing or otherwise that the Company shall whetherdirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf of theUltimate Beneficiaries;

c. Based on such audit procedures that we have considered reasonableand appropriate in the circumstances; nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11 (e) as providedunder (a) and (b) above contain any material misstatement.

v. The dividend declared or paid during the year by the Company is incompliance with section 123 of the Act

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements? section of our report to the Members of ABM KNOWLEDGEWARELIMITED)

The Annexure referred to in Independent Auditor's Report to the membersof the Company on the Standalone financial statements for the year ended March 312022 wereport that:

i. Property Plant and Equipment and Intangible Assets:

a. (A) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company has maintained proper records showing full particularsof Intangible Assets

b. The Company has regular program of verification of Property Plant& Equipment by which all Property Plant & Equipment of the Company are beingverified in a phased manner which in our opinion is reasonable having regard to thesize of the Company and nature of its business. Pursuant to program a portion ofProperty Plant & Equipment has been physically verified by the management during theyear and no material discrepancies were noticed on verification conducted during the yearas compared with book records.

c. According to the information and explanations given to us based ontest check examination of the records and Sale deeds/ conveyance deeds / registered saledeed provided to us we report that the title deeds comprising all the immovableproperties of land and buildings which are freehold are held in the name of the Companyas at the balance sheet date. In respect of immovable properties of land and building thathave been taken on lease and disclosed as fixed assets in the standalone financialstatements the lease agreements are in the name of the Company.

d. According to the information and explanations given to us theCompany has not revalued its Property Plant & Equipment (including Right-of-UseAssets) or Intangible assets or both during the year;

e. According to the information and explanations given to us noproceedings have been initiated or are pending against the company for holding any benamiproperty under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) and rules madethereunder.

ii. The Company is in the business of providing software services anddoes not have a physical inventory. Accordingly reporting under clause 3 (ii) of the orderis not applicable to the company.

iii. The Company has not made investments in and not provided anyguarantee or security or granted any loans or advances in the nature of loans secured orunsecured to companies firms Limited Liability Partnerships or other parties covered inthe register maintained under section 189 of the Companies Act 2013. Hence clause 3(iii)(a) to (f) of the order is not applicable to the Company;

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of the Section 185 and 186 ofthe Act with Respect to the loans miking investment and providing guarantee andsecurities as applicable.

v. According to the information and explanations given to us theCompany has not accepted any deposit during the year. The Company does not have anyunclaimed deposits and therefore the provisions of Sections 73 to 76 or any other relevantprovisions of the Act are not applicable.

vi. The maintenance of cost records has not been specified by theCentral Government under section 148(1) of the Act for the business activities carried outby the Company. Thus reporting under clause 3(vi) of the order is not applicable to theCompany.

vii. Statutory Dues

a. According to the information and explanations given to us and on thebasis of our examination of the records of the Company amounts deducted/ accrued in thebooks of account in respect of undisputed statutory dues including provident fundincome-tax employees' state insurance goods and service tax duty of customs and othermaterial statutory dues have been regularly deposited during the year by the Company withthe appropriate authorities.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund income-tax employees' stateinsurance goods and service tax duty of customs and other material statutory dues werein arrears as at March 312022 for a period of more than six months from the date theybecame payable.

b. According to the information and explanations given to us there areno dues of duty of customs goods and service tax and Income tax which have not beendeposited with the appropriate authorities on account of any dispute.

viii. There were no transactions which have not been recorded in thebooks of accounts and have been surrendered or disclosed as income during the year in thetax assessments under the Income tax Act1961 (43 of 1961).

ix. (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company did not haveany loans or borrowings from any lender during the year. Accordingly clause 3(ix)(a) ofthe Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a willful defaulter by any bank or financial institution or government orgovernment authority.

(c) According to the information and explanations given to us by themanagement the Company has not obtained any term loans. Accordingly clause 3(ix)(c) ofthe Order is not applicable.

(d) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds have beenraised on short-term basis by the Company. Accordingly clause 3(ix)(d) of the Order isnot applicable.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries as defined under the Companies Act 2013. Accordingly clause 3(ix)(e)of the Order is not applicable.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries as defined under the CompaniesAct 2013. Accordingly clause 3(ix)(f) of the Order is not applicable.

x. (a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments) and hence reporting underclause 3 (x)(a) of the Order is not applicable to the Company.

(b) During the year the company has not made preferential allotment orprivate placement of shares or convertible debentures (fully or partly or optionally) andhence reporting under clause 3 (x)(b) of the Order is not applicable to the Company

xi. (a) According to the information and explanations given to us nofraud by the Company or on the Company by its officers or employees has been noticed orreported during the year.

(b) No report under sub-section (12) of section 143 of the CompaniesAct 2013 is required to be filed by the auditors in Form ADT-4 as prescribed under Rules2014 with the central government during the year and upto the date of this report.

(c) Based on our enquires and according to the information andexplanation given by the management we have been informed that no whistle blowercomplaint has been received during the year

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly Clause 3(xii) of the Orderis not applicable to the company.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with the Section 177 and 188 of the Act where applicable and thedetail transactions with the related parties have been disclosed in the Standalonefinancial statements as required by applicable Indian Accounting Standard.

xiv. (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

xv. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him as referred to inSection 192 of the Act.

xvi. (a) The Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3 (xvi)(a) of the orderis not applicable.

(b) The Company is not required to be registered under section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3 (xvi)(b) of the order is notapplicable.

(c) The company is not a Core Investment Company (CIC) as defined byReserve Bank Of India. Accordingly clause 3 (xvi)(c) of the order is not applicable.

(d) According to the information and explanations provided to us duringthe course of audit the group does not have any CIC. Accordingly the requirements ofclause 3(xvi)(d) are not applicable.

xvii. According to the information and explanation given to us thecompany has not incurred cash losses in the financial year and in the immediatelypreceding financial year.

xviii. There has been no resignation of the statutory auditors of thecompany during the year. Accordingly clause 3(xviii) of the order is not applicable.

xix. On the basis of the financial ratios ageing and expected dates ofrealisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and based on our knowledge of the Board of Directorsand management plans and based on our examination of the evidence supporting theassumptions nothing has come to our attention which causes us to believe that anymaterial uncertainty exists as on the date of the audit report indicating that company isnot capable of meeting its liabilities existing at the date of balance sheet and as andwhen they fall due within a period of one year from the balance sheet date. We howeverstate that this is not an assurance as to the future viability of the company. We furtherstate that our reporting is based on the facts upto the date of the audit report and weneither give any gurantee nor any assurance that all liabilities falling due with a periodof one year from the Balance sheet date will get discharged by the Company as and whenthey fall due.

xx. In Our opinion and according to the information and explanationgiven to us there is no unspent amount under sub section (5) of section 135 of the Actpursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the order are notapplicable.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal andRegulatory Requirements? section of our report to the Members of ABM KNOWLEDGEWARELIMITED of even date)

Report on the Internal Financial Controls Over Financial Reporting withreference to the aforesaid Standalone Financial Statements under Clause (i) of Sub-section3 of Section 143 of the Compan ies Act 2013

We have audited the internal financial controls over financialreporting of ABM KNOWLEDGEWARE LIMITED ("the Company") as of March 312022 inconjunction with our audit of the Standalone Financial Statements of the Company for theyear ended on that date.

Management?s and Board of Directors? Responsibility forInternal Financial Controls

The Company?s Management and Board of Directors are responsiblefor establishing and maintaining internal financial controls 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 (‘ICAI?). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany?s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors? Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by theICAI and deemed to be 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor?s judgment including the assessment of therisks of material misstatement of the Standalone Financial Statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the Company's assets that could have a material effect on the standalonefinancial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to best of our information and according to theexplanation given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 312022 based on theinternal 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 issued by the Institute of CharteredAccountants of India.

For Borkar & Muzumdar Chartered Accountants Firm Reg. No. 101569W
Date: May 27 2022 Place: Mumbai Sd/- Deepak Kumar Jain Partner (M.No. 154390) UDIN: 22154390AJTVKO4890

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