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APL Apollo Tubes Ltd.

BSE: 533758 Sector: Metals & Mining
NSE: APLAPOLLO ISIN Code: INE702C01019
BSE 15:35 | 13 Nov 1507.00 83.25
(5.85%)
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1433.90

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1543.95

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1418.30

NSE 15:32 | 13 Nov 1498.85 75.15
(5.28%)
OPEN

1430.00

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1545.00

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1415.20

OPEN 1433.90
PREVIOUS CLOSE 1423.75
VOLUME 1360
52-Week high 1682.65
52-Week low 1009.05
P/E 37.51
Mkt Cap.(Rs cr) 3,654
Buy Price 1497.00
Buy Qty 29.00
Sell Price 1515.00
Sell Qty 46.00
OPEN 1433.90
CLOSE 1423.75
VOLUME 1360
52-Week high 1682.65
52-Week low 1009.05
P/E 37.51
Mkt Cap.(Rs cr) 3,654
Buy Price 1497.00
Buy Qty 29.00
Sell Price 1515.00
Sell Qty 46.00

APL Apollo Tubes Ltd. (APLAPOLLO) - Auditors Report

Company auditors report

To the Members of

APL APOLLO TUBES LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of APL APOLLO TUBESLIMITED ("the Company") which comprise the Balance Sheet as at March 31 2019and the Statement of Profit and Loss (including Other Comprehensive Income) the Statementof Cash Flows and the Statement of Changes in Equity for the year then ended and 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 the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") 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 31 2019 and its profit totalcomprehensive income its cash flows and the changes in equity for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We 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.

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 as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matter Auditor's Response
1 Information technology environment and internal controls In previous years we identified and reported that controls over access Information technology (IT) applications and operating systems required improvements. Principal Audit Procedures Our audit procedures which we conducted alongside our IT audit specialists included:
In particular a system for controlling access rights to IT systems and authorisation levels based on employee profiles represents a key control for limiting the risk of inappropriate changes to applications or underlying data. Access management controls are critical to ensure that changes to applications and underlying data are made in an appropriate manner. • We made inquiries of management to understand each significant process and changes along with the IT environment. We walked through the financial processes in order to understand where IT systems were integral to accounting processes along with identification of automated controls;
Management took various steps to remediate the internal control deficiencies reported by us in prior year. Management has further mitigated this risk by means of alternative manual controls. • testing the design and operating effectiveness of user access and change management controls of the IT systems relevant for financial reporting;
As part of our examination of internal controls we noted that the control deficiencies were not resolved during initial part of the financial year. • Where required we tested compensating manual controls or performed alternative procedures to complement the controls based audit approach.
2 Purchase of property plant and equipment from specific vendors (Refer note 2(a) to the standalone Ind AS Financial Statements) Principal Audit Procedures Our audit procedures included following:
During the year the Company has incurred capital expenditure aggregating to `153.78 crore towards addition to property plant and equipment. Such additions primarily comprised of tube mills (under the head "plant and machinery") and construction of new factory sheds (under the head "building"). It was noted significant purchases / additions to property plant and equipment were made from specific vendors. • obtained an understanding of the nature of assets procured and if the assets procured are in line with the business of the Company;
• inquired from the management on specific use of assets in the manufacturing process augmentation of product profile among the range of goods manufactured along with rationale for procuring such assets from specific vendors;
As per management in such cases the Company has not obtained multiple quotations considering such assets to be of proprietary specialised in nature and customized based on Company's needs. Such assets are supplied by specific vendors and based on management past dealings with such vendors. Considering such significant purchases are made from specific vendors we considered such transactions to be key audit matter.
• understood the process and controls for procuring such assets and management justification for identifying specific vendors;
• tested design and operating effectiveness of management control for such purchases;
• ensured that such purchases made are approved by Board of Directors considering the specification of property plant and equipment being procured criterion for vendor selection and basis of price negotiated;
• tested transactions on sample basis.

Information Other than the Financial Statements and Auditor's Report ereon

the Company's Board of Directors is responsible for the other information. the otherinformation comprises the information included in the Board's report and Annexures to theBoard's report but does not include the consolidated financial statements standalonefinancial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

Management's Responsibility for the Standalone Financial Statements

the Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the

financial position financial performance including other comprehensive income cashflows and changes in equity of the Company in accordance with the Ind AS and otheraccounting principles generally accepted in India. is responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statement that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

the Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibility 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. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. the risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent 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 ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies 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 about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act 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 the Statement of Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors of theCompany as on March 31 2019 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2019 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. the Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements (Refer Note no 37(a) of the standalonefinancial statements)

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses (Refer Note no 37(b)(6) of the standalonefinancial statements)

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company (Refer Note no 37(d) of thestandalone financial statements)

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

For DELOITTE HASKINS & SELLS LLP

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

(RASHIM TANDON)

(Partner)

(Membership No. 95540)

Place: Ghaziabad

Date: May 18 2019

RT/AL/2019

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of APLAPOLLO TUBES LIMITED ("the Company") as of March 31 2019 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

the Company's management is responsible for establishing and maintaining internalfinancial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by the Institute ofChartered Accountants of India and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on "the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India".

For DELOITTE HASKINS & SELLS LLP

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

(RASHIM TANDON)

(Partner) (Membership No. 95540)

Place: Ghaziabad Date: May 18 2019 RT/AL/2019

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date) i. In respect of its Fixed Assets(Property Plant and Equipment):

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

(b) the Company has a program of verification of fixed assets to cover all the itemsonce in two years which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program fixed assets werephysically verified by the Management in previous year. According to the information andexplanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examinedby us immovable properties of land and buildings whose title deeds/conveyance deeds havebeen pledged as security for loans are held in the name of the Company/ erstwhile name ofthe Company based on the confirmations received by the Company from lenders/ custodians.In respect of immovable properties of land and building that have been taken on lease anddisclosed as part of prepaid lease payments in the standalone financial statements thelease agreements are in the name of the Company where the Company is the lessee in theagreement except for the following:

Particulars of the land and building Gross Block as at March 31 2019 Net Block as at March 31 2019 Remarks
(` in crore) (` in crore)
Freehold land and building located at Murbad Maharastra admeasuring 37800 sq. ft. 1.47 1.23 The conveyance deed is in the name of Lloyds Line Pipe Limited erstwhile Company that was merged with the Company under Section 230 and Section 232 of the Companies Act 2013 in terms of the approval of the Honorable National Company Law Tribunal Principal bench New Delhi

In respect of immovable property of land that has been taken on long term lease atSikandarabad the same has been verified with certified true copy of the lease agreementas we are informed that the original lease agreement is in the possession of the lessor(i.e. Uttar Pradesh State Industrial Development Corporation).

ii. As explained to us the inventories (other than goods in transit) were physicallyverified during the year by the Management at the reasonable intervals and no materialdiscrepancies have been noticed on physical verification. Inventories in transit wereverified by the management based on subsequent delivery challans.

iii. According to the information and explanations given to us the Company has grantedunsecured loan to one of its subsidiary covered in the register maintained under section189 of the Companies Act 2013 in respect of which ;

a. the terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.

b. the schedule of repayment of principal and payment of interest has been stipulatedand repayments or receipts of principal amounts have been regular as per stipulations.Receipt of interest was not due during the year.

c. There are no overdue amounts remaining outstanding as at year-end.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable. v. According to the information and explanations given to usthe Company has not accepted any deposit during the year. the Company does not have anyunclaimed deposits and accordingly the provisions of Sections 73 to 76 or any otherrelevant provisions of the Companies Act 2013 are not applicable to the Company. vi. themaintenance of cost records has been specified by the Central Government under section148(1) of the Companies Act 2013. We have broadly reviewed the cost records maintained bythe Company pursuant to the Companies (Cost Records and Audit) Rules 2014 as amendedprescribed by the Central Government under sub-section (1) of Section 148 of the CompaniesAct 2013 and are of the opinion that prima facie the prescribed cost records have beenmade and maintained. We have however not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us in respect of statutorydues:

(a) the Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Goods and Services TaxCustom Duty and Cess with the appropriate authorities and there are no undisputed amountspayable in respect of these dues outstanding as at March 31 2019 for a period of morethan six months from the date they became payable. Also refer to the note 37(a)(5) to thefinancial statements regarding management assessment on certain matters relating to theprovident fund. the operations of the Company didn't give rise to Excise duty.

(b) Details of dues of Income tax Sales Tax and Excise Duty which have not beendeposited as on March 31 2019 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 (net of payment) (` in crore) Amount paid under protest (`in crore)
Uttar Pradesh Value Added Tax Act 2008 Value Added Tax High Court of Allahabad 2007-2008 0.61 -
Value Added Tax Commercial Tax Tribunal Ghaziabad 2011-2012 2.55 -
Value Added Tax Commercial Tax Tribunal Ghaziabad 2012-2013 1.24 0.13
Value Added Tax Commercial Tax Tribunal Ghaziabad 2013-2014 1.98 -
Value Added Tax Additional Commissioner (Appeals) Commercial Tax 2014-2015 1.61 0.29
Value Added Tax Additional Commissioner (Appeals) Commercial Tax 2016-2017 0.40 0.06
Tamil Nadu Value Added Tax 2006 Value Added Tax High Court of Chennai 2010-11 and 2011-12 0.81 -
Central Excise Act 1944 Excise Duty High Court of Allahabad 1996-1997 0.77 0.04
Excise Duty Commissioner Appeals 2014-15 and 2015-16 1.58 0.06
Excise Duty Additional Commissioner Appeals 2015-2016 0.24 0.01
Excise Duty Tribunal Mumbai 2006-07 and 2007-08 4.54 0.17
Central Excise Act 1944 Excise Duty Commissioner (Appeals) GST & Central Excise Noida 2016-17 & 2017-18 0.04 #
Excise Duty Commissioner Appeal Selam Tamil Nadu 2014-15 2015- 16 & 2017-18 0.25 0.03
Excise Duty Commissioner (Appeals) CGST & Central Excise Noida 2014-15 & 2015-16 0.37 0.01
Excise Duty Commissioner (Appeals) ane 2014-15 & 2015-16 0.48 0.02
Excise Duty Commissioner (Appeals) ane 2016-17 2017- 18 & 2018-19 0.29 0.02
Finance Act 1994 Service Tax CESTAT Mumbai 2005-2006 0.21 -
Service Tax CESTAT Mumbai 2004-2005 and 2010-2011 0.71 -
Service Tax CESTAT Mumbai 2010-2011 and 2011-2012 0.02 -
Service Tax CESTAT Allahabad 2014-15 to 2015-16 0.20 0.01
Service Tax Commissioner (Appeals) CGST & Central Excise Noida. 2015-16 to 2016-17 0.17 0.01
Income Tax Act 1961 Income Tax Commissioner of Income tax (Appeals) 2016-2017 3.20 0.50

# : Amount deposited under protest : `34386

We have been informed that there are no other dues of Income Tax Goods and ServicesTax and Custom Duty which have not been deposited as on March 31 2019 on account ofdisputes.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to banks and dues todebenture holders. the Company has not obtained any loan or borrowings from government orfinancial institution.

ix. In our opinion and according to the information and explanations given to us theCompany has utilised the moneys raised by way of debt instruments and term loans duringthe year for the purposes for which they were raised. the Company has not raised moneys byway of initial public offer or further public offer.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company and no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

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

xiii. In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 188 and 177 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards.

xiv. According to the information and explanations given to us the Board of Directorsof the Company approved preferential allotment of shares. In respect of the above issuewe further report that :

a) the requirement of Section 42 of the Companies Act 2013 as applicable have beencomplied with; and

b) No amount has been raised during the year by the Company as the allotment of shareshas taken place subsequent to the balance sheet date. Also refer to note 45 to thefinancial statements

During the year the Company has not made any private placement of shares or fully orpartly convertible debentures.

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable.

xvi. the Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
(RASHIM TANDON)
(Partner)
(Membership No. 95540)
Place: Ghaziabad
Date: May 18 2019
RT/AL/2019