You are here » Home » Companies » Company Overview » Astral Poly Technik Ltd

Astral Poly Technik Ltd.

BSE: 532830 Sector: Industrials
NSE: ASTRAL ISIN Code: INE006I01046
BSE 00:00 | 18 Oct 1164.35 -5.15
(-0.44%)
OPEN

1197.00

HIGH

1197.00

LOW

1158.10

NSE 00:00 | 18 Oct 1165.10 -7.60
(-0.65%)
OPEN

1180.00

HIGH

1180.00

LOW

1156.45

OPEN 1197.00
PREVIOUS CLOSE 1169.50
VOLUME 2272
52-Week high 1265.20
52-Week low 682.00
P/E 113.26
Mkt Cap.(Rs cr) 17,547
Buy Price 1164.35
Buy Qty 20.00
Sell Price 1170.00
Sell Qty 400.00
OPEN 1197.00
CLOSE 1169.50
VOLUME 2272
52-Week high 1265.20
52-Week low 682.00
P/E 113.26
Mkt Cap.(Rs cr) 17,547
Buy Price 1164.35
Buy Qty 20.00
Sell Price 1170.00
Sell Qty 400.00

Astral Poly Technik Ltd. (ASTRAL) - Auditors Report

Company auditors report

To the Members of Astral Poly Technik Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Astral PolyTechnik Limited ("the Company") which comprise the Balance sheet as at March 312019 the Statement of Profit and Loss including the statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information in which are included the financialinformation for the year ended on that date.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 its profitincluding other comprehensive income its cash flows and the changes in equity for the yearended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the ‘Auditor'sResponsibilities for the Audit of the standalone Ind AS Financial Statements' section ofour report. We are independent of the Company in accordance with the ‘Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone Ind AS 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 Ind AS financial statements for the financialyear ended March 31 2019. These matters were addressed in the context of our audit of thestandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the standalone Ind AS financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the standalone Ind AS financial statements. The results of ouraudit procedures including the procedures performed to address the matters below providethe basis for our audit opinion on the accompanying standalone Ind AS financialstatements.

Key audit matters How our audit addressed the key audit matter
Impairment assessment of investments in subsidiaries (Refer note no. 2(u)(ii) of Standalone Ind AS Financial Statements)
The Company's investment in subsidiaries is amounting to र 33346.81 lacs as at 31 Marcर 2019 which is 19% of total assets as at 31 Marcर 2019. We performed following procedures among others:
The determination of recoverable amounts of the Company's investments in subsidiaries is dependent on management's estimates with respect to such entity's performance future cash flows and making judgment with respect to assumptions used in computing the recoverable amount of investments in subsidiaries ("Recoverable amount"). • We evaluated the forecast of future cash flows used by the management in the model to compute the Recoverable amount.
• We compared the forecast of future cash flows to business plan and previous forecasts to the actual results.
• We focused our analysis on management assumptions in respect of future sales growth rate and discount rate used to compute the Recoverable amount.
Considering the uncertainty involved in forecasting of cash flows and the judgement involved in respect of assumptions used in computing the Recoverable amount this audit area is considered a key audit matter. • We recalculated estimates using the management model.
• We involved valuation specialists to assist in evaluating the key assumptions and methodologies used by the Company in computing the Recoverable amount.
• We assessed the disclosures made in the Standalone Ind AS financial statements.

Key audit matters How our audit addressed the key audit matter Business Combination(Refer note no. 38 of the standalone Ind AS Financial Statements)

During the year the Company has acquired 51% of equity With respect to the accountingfor the acquisition: shares of Rex Polyextrusion Private Limited Ltd. ("Amalgamating

• We have read the relevant parts of the purchase Company") against cashconsideration and subsequently agreements scheme of amalgamation for the merger of mergedAmalgamating Company with the Company by buying Amalgamating Company with the Companyobtained out minority shareholders by issuing Company's own equity an understanding of thedeal structure and evaluated shares against the balance 49% of equity shares held byminority the accounting treatment in accordance with Ind AS shareholders. 103. Thisincluded the evaluation of the interpretation of The fair value of the considerationtransferred amounted to specific sections of the agreements and the application र14750.00 lacs in total. The allocation of the purchase price to of accounting policies tothereon. identifiable assets and liabilities acquired was performed by the

• We evaluated the qualifications and objectivity of the Company with support fromexternal advisors and lead to the experts engaged by the Company to perform therecognition of Goodwill of र 1921.98 lacs. purchase price allocation.

The individual assets acquired especially brands have

• We have recalculated the model using the management no observable market valuesare available. To determine inputs and assumptions for ascertaining mathematical thecorresponding fair values valuation models based on accuracy. assumptions are used. Thismeasurement is dependent on

• We compared the inputs in the model to internal and estimates of future cashflows as well as the discount rate applied external data. and subject to uncertainty.

• We focused our analysis on management assumptions Accounting for acquisitionsrequires the application of complex in respect of future sales growth rate and discountrate accounting policies mainly Ind AS 103 Business Combinations used in valuation. andinvolves significant judgments and assumptions and hence

• We involved valuation specialists to assist in evaluating considered a key auditmatter. the key assumptions and methodologies.

• We assessed the disclosures made in the Standalone Ind AS Financial Statements.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe standalone Ind AS financial statements and our auditor's report thereon.

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

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management for the standalone Ind AS 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 Ind AS 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 in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder section 133 of the Act read with [the Companies (Indian Accounting Standards) Rules2015 as amended. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the standalone Ind AS 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.

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

Auditor's Responsibilities for the Audit of the standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial 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 Ind AS 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 Ind ASfinancial 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Companyhas adequate internal financial controls system in place and the operating effectivenessof such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

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

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 Ind AS financialstatements for the financial year ended March 31 2019 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

Other Matter

We did not audit the financial statements and other financial information ofAmalgamating Company which was merged into the Company with effect from July 10 2018included in the accompanying standalone Ind AS financial statements of the Company whosefinancial statements and other financial information reflect total assets of र14424.31 lacs as at March 31 2019 total revenues of र 13863.43 lacs and net cashinflows of र 367.50 lacs for the period July 10 2018 to March 31 2019. Thefinancial statements of Amalgamating Company as at March 31 2019 and for the period thenended has been audited by another auditor whose unmodified opinion dated April 20 2019has been furnished to us by the management. Our opinion on standalone Ind AS financialstatement in so far as it relates to the amounts and disclosures included in respect ofAmalgamating Company and our report in terms of subsections (3) of Section 143 of theAct in so far as it relates to the Amalgamating Company is based solely on the report ofsuch other auditors. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure 1" a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. 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 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 the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate Report in"Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year ended March 31 2019 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to 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 Ind AS financial statements – Refer Note 33 to thestandalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

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

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Anil Jobanputra

Partner

Membership Number: 110759

Place of Signature: Ahmedabad

Date: 20th May 2019

Annexure 1 referred to in Paragrapर 1 of Report on Other Legal and RegulatoryRequirements of our report of even date of Astral Poly Technik Limited for the year endedMarch 31 2019

(i) (a) The company has maintained proper records showing full particulars includingquantitative details and situation of Property plant and equipment.

(b) The Property plant and equipment are physically verified by the managementaccording to a phased programme designed to cover all the item s over a period of threeyears which in our opinion is reasonable having regard to the size of the Companyandthenatureofitsassets.Pursuanttotheprogramme a portion of the Property plant andequipment has been physically verified by the management during the year and no materialdiscrepancies have been noticed on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties held as in property plant and equipment are in the name ofthe company except the following:

Particulars of Land and Building

Gross Block as at March 31 2019

Net Block as at March 31 2019

Remarks

(र in Lacs)

(र in Lacs)

Two office buildings located at Ahmedabad.

127.11

100.48

The title deeds of the same buildings are under process of being transferred in the name of the Company.
Land and building located at Uttarakhand Karnataka and multiple locations in Maharashtra

4302.60

4258.78

Land and building are in the name of Amalgamating Company. Pursuant to the scheme of amalgamation as stated in note 38 to Ind AS Standalone financial statements. The title deeds of the same are under process of being transferred in name of the Company.

(ii) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification.

(iii) (a) The Company has granted loans to one Company covered in the registermaintained under section 189 of the Companies Act 2013. In our opinion and according tothe information and explanations given to us the terms and conditions of the grant ofsuch loans are not prejudicial to the company's interest.

(b) The Company has granted aforesaid loans that are re-payable on demand. We areinformed that the company has not demanded repayment of any such loan during the year andthus there has been no default on the part of the parties to whom the money has beenlent. The payment of interest has been regular.

(c) There are no amounts of loans granted to companies firms or other parties listedin the register maintained under section 189 of the Companies Act 2013 which are overduefor more than ninety days.

(iv) In our opinion and according to the information and explanations given to usprovisions of section 185 and 186 of the Companies Act 2013 in respect of loans todirectors including entities in which they are interested and in respect of loans andadvances given investments made and guarantees and securities given have been compliedwith by the Company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Companies Act 2013 related to the manufacture of goods and are ofthe opinion that prima facie the specified accounts and records have been made andmaintained. We have not however made a detailed examination of the same.

(vii) a) According to the information and explanation given to us and examination ofrecords of the Company undisputed statutory dues including provident fund employees'state insurance income-tax duty of custom goods and service tax cess and othermaterial statutory dues have generally been regularly deposited with the appropriateauthorities.

b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax duty ofcustom goods and service tax cess and other material statutory dues were outstanding atthe year end for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us there are no statutorydues which have not been deposited on account of any dispute except for the following.

Name of the statute Nature of the dues Amount (र in Lacs) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax 1.37 FY 2013-14 ITAT
Income Tax Act 1961 Income Tax 181.54 FY 2014-15 to FY 2016-17 CIT(A)
Income Tax Act 1961 Income Tax 109.74 FY 2010-11 to FY 2015-16 Assistant Commissioner of Income Tax
Income Tax Act 1961 Income Tax 9.24 FY 2016-17 Assessing Officer
The Central Sales Tax Act 1956 Central Sales Tax 12.44 FY 2013-14 VAT Officer
The Central Sales Tax Act 1956 Central Sales Tax 23.28 FY 2013-14 & FY 2014-15 Office of commercial Tax
GST Act 2017 Goods and Service Tax 1.77 FY 2017-18 Appellate Authority
Custom Act 1962 Custom duty 18.01 December 31 2014 to June 30 2016 Assistant Commissioner of Custom
Custom Act 1962 Custom duty 39.86 December 17 2013 to December 31 2014 Additional DGFT
Custom Act 1962 Custom duty 62.69 February 23 2011 to February 23 2014 Additional DGFT
Central Excise Act 1944 Excise Duty 139.64 January 01 2015 to June 30 2017 Commissioner of Income Tax
The Maharashtra Value Added Tax Act 2002 Value added tax 28.55 FY 2013-14 Dy. Comm. Appeals
The Maharashtra Value Added Tax Act 2002 Value added tax 21.56 FY 2002-03 to FY 2006-07 Tribunal

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowings from banksor financial institution. The Company did not have any due payable to the debentureholders and government during the year.

(ix) In our opinion and according to the information and explanations given by themanagement the Company has utilized the monies raised by way of term loans for thepurposes for which they were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the company or no fraud on the companyby the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with sections 177 and 188 of theCompanies

Act 2013 where applicable and the details have been disclosed in the Standalone Ind ASfinancial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe Company and not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of the Act.

(xvi) According to the information and explanations given to us the company is notrequired to be registered under section 45IA of Reserve Bank of India Act 1934.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Anil Jobanputra

Partner

Membership Number: 110759

Place of Signature: Ahmedabad

Date: 20th May 2019

Annexure 2 to the Independent Auditor's Report of Even Date on the Ind AS FinancialStatements of Astral Poly Technik Limited

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 Astral PolyTechnik Limited ("the Company") as of March 31 2019 in conjunction with ouraudit of the Standalone Ind AS 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 responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating 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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these Standalone Ind AS financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") and the Standards on Auditing as specified under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting with reference to these Standalone Ind AS financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to theseStandalone Ind AS financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these StandaloneInd AS 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 judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue 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 internal financial controls over financialreporting with reference to these Standalone Ind AS financial statements

Meaning of Internal Financial Controls Over Financial Reporting With Reference to theseInd AS Financial Statements

A company's internal financial control over financial reporting with reference to theseStandalone Ind AS financial statements is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reportingwith reference to these Ind AS financial statements includes those policies and proceduresthat (1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting WithReference to these Ind AS Financial Statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to these Standalone Ind AS financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these Standalone Ind AS financial statements to future periods are subject to the riskthat the internal financial control over financial reporting with reference to theseStandalone Ind AS financial statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has maintained in all material respects adequate internalfinancial controls over financial reporting with reference to these Standalone Ind ASfinancial statements and such internal financial controls over financial reporting withreference to these Standalone Ind AS financial statements were operating effectively as atMarch 31 2019 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.

Other Matters

Our report under Section 143(3)(i) of the Act on the adequacy and operatingeffectiveness of the internal financial controls over financial reporting of the Companyinsofar as it relates to Amalgamating Company which is Company incorporated in India isbased on the corresponding report of the auditors of Amalgamating Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Anil Jobanputra

Partner

Membership Number: 110759

Place of Signature: Ahmedabad

Date: 20th May 2019