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Adani Ports & Special Economic Zone Ltd.

BSE: 532921 Sector: Others
NSE: ADANIPORTS ISIN Code: INE742F01042
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OPEN 715.00
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VOLUME 256760
52-Week high 924.65
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P/E 251.94
Mkt Cap.(Rs cr) 148,477
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 715.00
CLOSE 702.55
VOLUME 256760
52-Week high 924.65
52-Week low 638.00
P/E 251.94
Mkt Cap.(Rs cr) 148,477
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adani Ports & Special Economic Zone Ltd. (ADANIPORTS) - Auditors Report

Company auditors report

To

The Members of

Adani Ports and Special Economic Zone Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements ofAdani Ports and Special Economic Zone Limited ("the Company") which comprisethe Balance Sheet as at March 31 2021 and the Statement of Profit and Loss (includingOther Comprehensive Income) the Statement of Cash Flows and the Statement of Changes inEquity for the year then ended and a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as "the Standalone FinancialStatements")

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 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2021and its profit total comprehensive income its cash flows and the changes in equity forthe year ended on that date

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act(SAs). Our responsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our reportWe are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the standalone financial statements

Emphasis of Matter

We draw attention to:

(i) Note 4 (b) (ii) to the standalone financial statements regardingthe management's assessment of its investment of RS 115.89 crores and outstanding loansaggregating RS 441.63 crores (including accrued interest of RS 28.20 crore) in AdaniMurmugao Port Terminal Private Limited ("AMPTPL') and investment of RS 370.05 croreand outstanding loans aggregating RS 864.55 crore (including interest accrued RS 43.79crore) in Adani Kandla Bulk Terminal Private Limited ("AKBTPL') as at March 312021 subsidiaries of the Company being considered recoverable based on the variousjudgements and estimates related to cargo traffic port tariffs inflation discountrates implications expected to arise from COVID-19 pandemic and operational benefitsover the balance concession period to determine the cashflows for AMPTPL and AKBTPL andreceipt of future relaxation of revenue share in case of AMPTPL Accordingly for thereasons stated in the said Note no provision towards impairment of carrying values of theaforesaid investments and loans is considered necessary at this stage

(ii) Note 42 to the standalone financial statements which describes amatter relating to delay in achievement of scheduled Commercial Operational Date("COD" i.e. December 03 2019) for the development of international deep-watermultipurpose seaport being constructed by a wholly owned subsidiary Adani Vizhinjam PortPrivate Limited ("AVPPL') at Vizhinjam Kerala as stipulated under the relevantConcession Agreement and status of the arbitration proceedings initiated by AVPPL toresolve disputes with the Government authorities over various matters relating todevelopment of the project which led to delay in achieving scheduled COD as at reportingdate detailed in the said note

Our opinion is not modified in respect of these matters

Key Audit Matters

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 report.

Impairment of Non-current Investment and Loans to Adani Murmugao PortTerminal Private Limited ("AMPTPL') and Adani Kandla Bulk Terminal Private Limited("AKBTPL') — Refer to Note 4 (b) (ii) to the standalone financial statements

Key Audit Matter Description

The Company has equity investments of RS 370.05 crores and RS 115.89crores in AMPTPL and AKBTPL respectively. Further the Company has also provided loans ofRS 864.55 crores (including interest accrued RS 43.79 crores) and RS 441.63 crores(including interest accrued RS 28.20 crores) to these entities respectively.

The Company has carried out detailed evaluation of recoverable valuesof its equity investments in and loans to these companies considering various factors asfurther explained in Note 4 (b) (ii) to the standalone financial statements. The Companyused the discounted cash flow model to estimate recoverable value which requiresmanagement to make significant estimates and assumptions related to forecasts of futurerevenues and discount rates. Based on such assessment the management has concluded thatthe carrying value of the investments and loans are good and recoverable. Any adversechanges in these assumptions could have a significant impact on either the recoverablevalue or the amount of any impairment charge or both.

We focused on this area as Key Audit Matter due to the size/materialityof the balances of equity investment in and loans to these companies and due to themultitude of factors and assumptions involved in determining the forecasted revenues/cashflows and discount rate in the projection period requiring significant judgments toestimate the recoverable values

How the Key Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future revenue andoperating margin and selection of the discount rate for these assets included thefollowing among others:

• Evaluated the Design and Implementation of the relevant internalcontrols and tested the operating effectiveness of such internal controls over impairmentassessment process which inter-alia included the management's control over reasonablenessof the assumptions considered to forecastsof future revenues and operating margin and theselection of the discount rate.

• We obtained the investment valuations from the management andperformed the following substantive procedures:

• Evaluated the reasonableness of revenue related assumptionsconsidered in the projections with the company's historical revenue growth and internalcommunications to management Audit Committee and the Board of Directors

• Evaluated the appropriateness of other key assumptionsconsidered in developing the projections by considering the historical accuracy of theCompany's estimates in the prior periods.

• With internal fair-value specialists we evaluated thereasonableness of (1) the valuation methodology and (2) the discount rate considered by

• Testing the source information underlying the determination ofthe discount rate and the mathematical accuracy of the calculation.

• Developing a range of independent estimates and comparing thoseto the discount rate selected by management.

• Performed a sensitivity analysis to determine the effect ofvariation in the cash flow estimates.

Information Other than the Financial Statements and Auditor's ReportThereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Director'sreport but does not include the consolidated financial statements standalone financialstatements and our auditor's report thereon.

• Our opinion on the standalone financial statements does notcover the other information and we do not express any form of assurance conclusion thereon

• In connection with our audit of the standalone financialstatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the standalone financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

• If based on the work we have performed we conclude that thereis a material misstatement of this other information we are required to report that fact.We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is 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 financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing 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 standalonefinancial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone FinancialStatements

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 financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause 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.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (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 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 matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. 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 have beenkept 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 Cash Flows and Statement of Changes in Equity dealtwith by this Report are in agreement with the relevant books of account.

d. In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from thedirectors as on March 31 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2021 from being appointed as a director in termsof Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g. With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements ;

ii. The Company has made provision as required under the applicablelaw or accounting standard for material foreseeable losses if any on long-termderivative contracts;

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

2. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central

Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm's Registration No 117366W/W-100018)

Kartikeya Raval

Partner

(Membership No. 106189)

(UDIN: 21106189AAAAEN3060)

Place: Ahmedabad

Date: May 04 2021

Annexure "A" To The Independent Auditor's Report Of AdaniPorts And Special Economic Zone Limited

(Referred to in paragraph 1(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of Adani Ports and Special Economic Zone Limited ("the Company") as ofMarch 31 2021 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining 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 on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the Instituteof Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively 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 judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud 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 internal financialcontrols system over financial reporting.

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 financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 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 the best of our information and according to theexplanations 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 31 2021 based on thecriteria for internal financial control over financial reporting established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm's Registration No 117366W/W-100018)

Kartikeya Raval

Partner

(Membership No. 106189)

(UDIN: 21106189AAAAEN3060)

Place: Ahmedabad

Date: May 04 2021

Annexure "B" To The Independent Auditor's Report Of AdaniPorts And Special Economic Zone Limited

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

(i) In respect of property plant and equipment

a. The Company has maintained proper records showing full particularsincluding quantitative details and situation of property plant and equipment.

b. Some of the property plant and equipment were physically verifiedduring the year by the Management in accordance with a programme of verification which inour opinion provides for physical verification of all the property plant and equipment atreasonable intervals. According to the information and explanations given to us nomaterial discrepancies were noticed on such verification

c. According to the information and explanations given to us and therecords examined by us and based on the examination of the registered sale deed/ transferdeed/ conveyance deed provided to us we report that the title deeds comprising all theimmovable properties of land and acquired buildings which are freehold are held in thename of the Company as at the balance sheet date except the following:

Particulars of the land and building Gross Block as at Balance sheet Date (Rs in crore) Net Block as at Balance sheet Date (Rs in crore) Remarks
Reclaimed land measuring 1093.53 Hectares 180.18 12600 The said land pertains to reclaimed land at the Mundra Port which are pending to be registered in the name of the Company. (Refer note 3(a)(vi)&(vii) of standalone financial statements)
612 Residential Flats and a Hostel Building 130.75 11489 The said flats and building are located at Samundra Township Mundra and are pending to be registered in the name of the Company. (Refer note 3 (a) (iv) of the standalone financial statements)

In respect of immovable properties of land and building that have beentaken on lease and disclosed as Right of Use Assets in the standalone financialstatements the lease agreements are in the name of the Company where the Company is thelessee in the agreement.

(ii) As explained to us the inventories were physically verifiedduring the year by the Management at reasonable intervals and no material discrepancieswere noticed on physical verification

(iii) The Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013. Accordingly the provisions ofsub clauses (a) (b) and (c) of clause (iii) of paragraph 3 of the Order are notapplicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanationsgiven to us and considering the legal opinion taken by the Company on applicability ofsection 185 of the Companies Act 2013 in respect of certain loan transactions and thatthe same have been given in the ordinary course of business the Company has complied withthe provisions of the Section 185 of the Companies Act 2013 in respect of grant of loansand providing guarantees and securities as applicable. Further based on the informationand explanations given to us the Company has complied with the provisions of Section 186of the Companies Act 2013 in respect of grant of loans making investments and providingguarantees and securities as applicable.

(v) According to the information and explanations given to us theCompany has not accepted any deposits from the public to which the directives issued bythe Reserve Bank of India and the provisions of section 73 to 76 or any other relevantprovisions of the Act and the Companies (Acceptance of Deposit) Rules 2014 as amendedwould apply. Accordingly clause (v) of paragraph 3 of the Order is not applicable to theCompany.

(vi) To the best of our knowledge and according to the information andexplanations given to us the Company is not required to maintain cost records pursuant toCompanies (Cost Records and Audit) Rules 2014 as amended prescribed by the CentralGovernment under section 148(1) of the Companies Act 2013.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) The Company has generally been regular in depositing undisputedstatutory dues of Provident Fund Employees' State Insurance Income-tax Custom DutyGoods and Services Tax cess and other material statutory dues applicable to it to theappropriate authorities.

(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income-tax Custom Duty Goods and Services Tax cessand other material statutory dues in arrears as at March 31 2021 for a period of morethan six months from the date they became payable.

(c) Details of dues of Income-tax Service Tax and Customs Duty whichhave not been deposited as on March 31 2021 on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount Involved (Rs in crore) Amount Unpaid (Rs in crore)
Customs Act 1962 Custom Duty Commissioner of Customs & Excise Ahmedabad June 2008 2.00 2.00
Assistant Commissioner of Customs Mundra July 2003 0.14 0.14
Finance Act 1994 Service Tax Supreme Court December 2004 to March 2006 11.21 6.71
High Court of Gujarat April 2004 to September 2011 173.63 173.63
Commissioner of Service Tax Ahmedabad September 2009 to March 2010 0.61 0.61
Commissioner/ Additional Commissioner of Service Tax Ahmedabad April 2011 to March 2017 500.34 500.34
High Court of Gujarat April 2004 to August 2009 6.72 6.72
Commissioner of Service Tax Ahmedabad April 2009 to March 2011 0.17 0.17
Income Tax Act 1961 Income Tax Income Tax Appellate Tribunal AY 2011-12 to AY 2016-17 122.16 85.58
Commissioner of Income Tax (Appeal) AY 2012-13 to AY 2014-15 3.65 3.65

There are no dues of Sales Tax Excise Duty Value Added Tax and Goodsand Services Tax as on March 31 2021 on account of disputes.

(viii) In our opinion and according to the information and explanationsgiven to us as at the reporting date the Company has not defaulted in the repayment ofloans or borrowings to financial institutions banks and dues to debenture holders. TheCompany has not taken any loans from the government.

(ix) In our opinion and according to the information and explanationsgiven to us and overall examination of the balance sheet monies raised by way of termloans have been applied by the Company during the year for the purposes for which theywere raised other than temporary deployment pending application of proceeds. The Companyhas not raised monies by way of initial public offer or further public offer (includingdebt instruments) during the year.

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

(xi) In our opinion and according to the information and explanationsgiven to us the Company has paid/ provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of paragraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us and considering the legal opinion taken by the Company on applicability ofSection 188(1)(d) of the Companies Act 2013 in respect of loans given by the Company toits subsidiary companies the Company is in compliance with Sections 188 and 177 of theCompanies Act 2013 where applicable for all transactions with the related parties andthe details of related party transactions have been disclosed in the standalone financialstatements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of paragraph 3 of the Order is not applicable to theCompany.

(xv) In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any noncash transactionswith its directors or persons connected with him and hence provisions of section 192 ofthe Companies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm's Registration No 117366W/W-100018)

Kartikeya Raval

Partner

(Membership No. 106189)

(UDIN: 21106189AAAAEN3060)

Place: Ahmedabad

Date: May 04 2021

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