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Aptech Ltd.

BSE: 532475 Sector: Services
NSE: APTECHT ISIN Code: INE266F01018
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OPEN 224.20
PREVIOUS CLOSE 220.75
VOLUME 17056
52-Week high 447.95
52-Week low 204.00
P/E 24.99
Mkt Cap.(Rs cr) 942
Buy Price 227.75
Buy Qty 1.00
Sell Price 228.40
Sell Qty 45.00
OPEN 224.20
CLOSE 220.75
VOLUME 17056
52-Week high 447.95
52-Week low 204.00
P/E 24.99
Mkt Cap.(Rs cr) 942
Buy Price 227.75
Buy Qty 1.00
Sell Price 228.40
Sell Qty 45.00

Aptech Ltd. (APTECHT) - Auditors Report

Company auditors report

To the Members of Aptech Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Aptech Limited (‘ ‘the Company') which comprise the Balance Sheet as at March 31 2021 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity the Statement of Cash Flows for the year then ended and notes to thestandalone financial statements including a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as"the standalonefinancial statements").

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 as amended ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended ("Ind AS") and other accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2021 its loss and totalcomprehensive income the changes in equity and its cash flows 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'sResponsibilities for the Audit of the Standalone Financial Statements" section of ourreport. We are independent of the Company in accordance with the"Code of Ethics" issued 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 Act and the Rules thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the standalone financialstatements.

Emphasis of Matter

Attention is invited to Note 6 to the standalone financial statements which indicatesthat in the absence of availability of financial statements of BJBC-China as alsoconsidering improper corporate governance possible gross breaches of fiduciary dutieswith respect to the management of its key assets and notably a significant reduction inthe cash balance lack of transparency and non-cooperation with officers of the Court(Inspectors) and the Court etc. it has been legally advised that the investments inequity instruments held by the wholly owned step-down foreign subsidiary in BJBC-China isfully impaired; accordingly the management of the Company has recognised the provisionfor diminution in the value of investments as impairment to the extent of the carryingvalue of its investments in its immediate subsidiary of 3 2135.66 Lakhs for the yearended March 31 2021.

Our opinion is not modified in respect of this matter.

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 for the year ended March 31 2021 and in forming our opinionthereon and we do not provide a separate opinion on these matters. We have determined thematters described below to be the key audit matters to be communicated in our report :

The Key Audit Matters How the matter was addressed in our audit
Revenue Recognition
Ind AS 115 provides a comprehensive framework for determining whether how much and when revenue is recognised. Our audit procedures included among others the following :
This involves certain key judgments relating to identification of distinct performance obligations if any determination of transaction price of identified performance obligations the appropriateness of the basis used to measure revenue recognised over a period or at a point in time. • Evaluated the design and operating effectiveness of the processes and internal controls relating to recognition of revenue in terms of Ind AS 115;
Additionally Ind AS 115 requires comprehensive disclosures. • Evaluated the accounting policy of recognising revenue;
Revenue Recognition
The application to Ind AS is complex and more particularly when an entity derives its revenue from providing services.
The Company provides services to its customers under varied arrangements which are to be evaluated for recognition of revenue; also establishing an appropriate year-end position requires significant judgment and estimation by management. Considering all these aspects the revenue recognition is considered to be a key audit matter. • Evaluated the detailed analysis performed by management on revenue streams for each segment by selecting samples for the existing contracts with customers and considered revenue recognition policy in the current period in respect of those revenue streams;
• Evaluated the appropriateness and assessed the completeness of the disclosures in accordance with the requirements of Ind AS 115.
[Refer Notes 2.p and 28 to the standalone financial statements]. Our audit procedures included among others the following :
Allowance for Expected Credit Loss of Trade Receivables and Unbilled Revenue Provision for impairment by way of Allowance for Expected Credit Loss (ECL) of Trade Receivables and Unbilled Revenue as also written off if any thereof require – Obtained sufficient and appropriate audit evidence about whether policies operational procedures internal control systems and other relative assumptions for estimation and determination of Allowance for ECL are reasonable;
• the appropriateness of accounting policies for determination of Allowance for ECL and the amounts to be written off as Bad Debts;
• operational procedures and systems of internal control in estimation of ECL and Bad Debts write off; • Objectively evaluated the estimates made in the broader context of the standalone financial statements as a whole;
• estimation of expected losses and appropriate assumptions and significant judgments on the recoverability of receivables; • Based on discussions with the management of the Company familiarised ourselves with the latter's analysis of the risks and status of each significant reported litigation;
Allowance for Expected Credit Loss of Trade Receivables and Unbilled Revenue
• the completeness accuracy relevance and reliability of historical information;
• the Company's overall review of the estimate; and the clarity and reasonableness of related ECL disclosures and Bad Debts write off. • Evaluated the lawyers' advice and communication with other parties to the suits;
• Assessed the estimates and assumptions adopted by the Company in determining the need to recognise a provision and where applicable its amounts and if required the write off;
The Company has certain litigations for services provided under contracts with its customers. The Company's estimates of expected losses also considers the use of assumptions and assessments of outcome of these litigations. • Evaluated the completeness of disclosures in respect of Allowance for Expected Credit Loss and Bad Debts write off.
In view of the determination of the basis and quantum of Allowance of ECL and Bad Debts write off it is a significant item in the standalone financial statements and hence considered to be a key audit matter.
[Refer Notes 2.o.vi 11 and 15 to the standalone financial statements]
Institutional Business recorded as Held for Sale and Discontinued Operations
As part of re-organisation of the business of the Company the Strategy Committee of the Company proposed that the Company should exit from its Institutional Business; Our audit procedures included among others the following :
• the Institu-tional Business is a significant segment of the Company in terms of revenues profits/ losses and assets deployed. • Evaluation of the Management's decision to exit from the Institutional Business and consequently to classify the Institutional Business segment as
Institutional Business recorded as Held for Sale and Discontinued Operations
The fact of the proposal to exit from Institu- tional Business is required to be reported in accordance with Ind AS 105 – "Non-current Assets Held for Sale and Discontinued Operations" for the financial year ended March 31 2021. • Tested the design of key controls and operating effectiveness of the relevant key controls around the identification accounting and disclosure of discontinued operations.
Classifying a business as held for sale and discontinued operations and identifying the timing of such classification involve significant judgment and hence it is considered to be a key audit matter. Discontinued operations also require exten- sive disclosures in the financial statements of the Company. • Read minutes of meetings of the Strategy Committee of the Company.
[Refer Notes 2.r and 44 to the standalone financial statements]. • For assets held for sale and the liabilities directly associated with assets held for sale tested the underlying assumptions used by the Management for their assessment of the carrying value of assets and the expected amounts of settlement of the liabilities directly associated with assets held for sale.
• Evaluated the appropriateness and assessed the completeness of the disclosures of discontinued operations in accordance with the requirements of Ind AS 105.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Business Responsibility ReportCorporate Governance and Shareholder's Information but does not include the 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.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

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 and presentation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance (including other comprehensive income) changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Ind AS specified under Section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and the 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 statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Board of Directors is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

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

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. 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 skepticism throughout the audit. We also :

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

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

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

Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of 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 would reasonably beexpected to outweigh the public interest benefits of communication. 195

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act we report that :

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 Changes in Equity the Statement of Cash Flows and notes to thestandalone financial statements dealt with by this Report are in agreement with the booksof account;

d. In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended;

e. On the basis of written representations received from the directors as on March 312021 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2021 from being appointed as a director in terms of Section 164(2) of theAct;

f. With respect to the internal financial controls with reference to financialstatements of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure A";

g. With respect to the matters to be included in the Auditor's Report in accordancewith requirement 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 during the current year by the Company to its directorsis in accordance with the provisions of Section 197 read with Schedule V of the Act and isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) of the Act whichare required to be commented upon by us.

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 41 to the standalonefinancial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses as required under the applicable law oraccounting standards;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312021.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act weenclose in the "Annexure B" a statement on the matters specified in paragraphs3 and 4 of the Order to the extent applicable.

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Partner
Membership No. 36148
UDIN : 21036148AAAABP7941
PLACE : Mumbai
DATE : April 29 2021

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 1(f) under the heading of "Report on Other Legal andRegulatory Requirements" in our Independent Auditor s Report of even date on theStandalone Financial' Statements for the year ended March 31 2021.

Report on the Internal Financial Controls with reference to Financial Statements underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls with reference to standalone financialstatements of Aptech Limited ("the Company") as of March 31 2021 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 Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal financial controls with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting ("the Guidance Note") issued by the Instituteof Chartered Accountants of India ("ICAI"). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the 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 Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing issued by ICAI anddeemed to be prescribed under Section 143(10) of the Act to the extent applicable to anaudit of internal financial controls with reference to financial statements.ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements were established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of internal financial controls withreference to financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone financial statementswhether 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 withreference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial control with reference to financial statements 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 controlswith reference to financial statements includes those policies and procedures that :

a. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

b. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of the financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

c. provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected.

199

Also projections of any evaluation of the internal financial controls with referenceto financial statements to future periods are subject to the risk that the internalfinancial controls with reference to financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay 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 controlswith reference to the standalone financial statements and such internal financial controlswith reference to standalone financial statements were operating effectively as at March31 2021 based on the internal controls over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note.

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Partner
PLACE : Mumbai Membership No. 36148
DATE : April 29 2021 UDIN : 21036148AAAABP7941

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 2 under the heading of "Report on Other Legal andRegulatory Requirements" of our Independent Auditors' Report of even date on theStandalone Financial Statements for the year ended March 31 2021.

Report on the Companies (Auditor's Report) Order 2016 issued in terms of Section143(11) of the Companies Act 2013 ("the Act") of Aptech Limited ("theCompany")

i. a. The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment ("PPE").

b. PPE have been physically verified by the management according to a phased programmedesigned to cover all PPE over a period of three years which in our opinion provides forphysical verification of all the items of PPE at reasonable intervals. Pursuant to theprogramme a material portion of the items of PPE have been verified by the managementduring the year and no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties asincluded in Note 4a of standalone financial statements are held in the name of theCompany.

ii. Inventories have been physically verified by the management during the year. In ouropinion the frequency of such verification is reasonable and no material discrepancieswere noticed on such physical verification.

iii. In an earlier year the Company has granted interest-free advance to its whollyowned subsidiary incorporated outside India and a loan to its Whole Time Director coveredin the Register maintained under Section 189 of the Act. Further during the year theCompany has granted interest-bearing unsecured loan to its wholly owned subsidiaryincorporated in India covered in the Register maintained under Section 189 of the Act.

In our opinion and according to the information and explanations given to us the termsand conditions of such loans whereof are prima facie not prejudicial to the interest ofthe Company.

According to the information and explanations given to us and on the basis of ourexamination there is no stipulation in respect of repayment of interest-free advance tothe wholly owned subsidiary incorporated outside India. The schedule of repayment ofprincipal and interest for the loan to the Whole Time Director has been stipulated andrepayments of principal and interest have been regular as per stipulations. As regardsinterest-bearing unsecured loans granted to the wholly owned subsidiary incorporated inIndia during the year though there is no stipulation of the schedule of repayment ofprincipal and payment of interest the interest is periodically paid and principal is alsorepaid time to time.

As regards loan to Whole Time Director there is no amount overdue for more than ninetydays as at March 31 2021. Further in absence of stipulated schedule of repayment ofprincipal and/or interest as applicable as regards interest-free advance to the whollyowned subsidiary incorporated outside India and interest-bearing unsecured loans grantedto the wholly owned subsidiary incorporated in India the question of commenting whetherany amount which is overdue for more than ninety days does not arise.

iv. In our opinion and according to the information and explanations given to usexcept for advance to wholly owned subsidiary of 3 5.41 lakhs which is interest-free theCompany has complied with the provisions of Sections 185 and 186 of the Act with respectto the loans and investments made. The Company has not given any guarantee or provided anysecurity in connection with a loan to any person or other body corporate and accordinglythe question of commenting on compliance with the provisions in respect thereof does notarise.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposit from the public. Accordingly paragraph 3(v) of theOrder to comment on whether the Company has complied with the directives issued by theReserve Bank of India and the provisions of Sections 73 to 76 or any other relevantprovisions of the Act and rules framed thereunder is not applicable.

vi. According to the information and explanations given to us pursuant to theCompanies (Cost Records and Audit) Rules 2014 read with Section 148(1) of the Act theCentral Government has not prescribed maintenance of cost records in respect of any of theCompany's products. Accordingly paragraph 3(vi) of the Order is not applicable to theCompany.

vii. a. According to the information and explanations given to us and on the basis ofthe books and records examined by us the Company has been regular in depositing theundisputed statutory dues including Provident Fund Employees' State InsuranceIncome-tax Goods and Service Tax Cess and other material statutory dues as applicableto it with the appropriate authorities in India. There are no arrears of outstandingstatutory dues on the last day of the financial year for a period of more than six monthsfrom the date they become payable.

b. According to the information and explanations given to us and on the basis of thebooks and records examined by us there are no material dues of Income-tax Service Taxand Goods and Service Tax which have not been deposited on account of any disputes.

viii. According to the information and explanations given to us as also on the basisof the books and records examined by us the Company has not defaulted in the repayment ofdues to banks. The Company has not taken any loan or borrowing from financial institutionsor Government and has not issued any debenture during the year.

ix. According to the information and explanations given to us and on the basis of thebooks and records examined by us the Company has not raised any money by way of initialpublic offer or further public offer (including debt instruments) and term loans duringthe year. Accordingly reporting requirements as per provisions of paragraph 3(ix) of theOrder are not applicable to the Company.

x. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe year in the course of our audit.

xi. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration during the financial year 2020-21 in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V to the Act.

On recovery of 3 24.86 lakhs from the erstwhile Managing Director during the year theexcess remuneration of 3 73.92 lakhs paid to the erstwhile Managing Director for theFinancial Year 2014-15 has now been fully recovered pursuant to the approval received fromthe Central Government. xii. The Company is not a Nidhi Company. Accordingly paragraph3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with the provisions of Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

xiv. According to the information and explanations given to us and on the basis of thebooks and records examined by us the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review. Accordingly reporting under paragraph 3(xiv) of the Order is notapplicable.

xv. According to the information and explanations given to us and based on ourexamination of the records by us the Company has not entered into non-cash transactionswith any of the directors or any person connected with them. Accordingly paragraph 3(xv)of the Order is not applicable.

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

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Partner
PLACE : Mumbai Membership No. 36148
DATE : April 29 2021 UDIN : 21036148AAAABP7941

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