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Bafna Pharmaceuticals Ltd.

BSE: 532989 Sector: Health care
NSE: BAFNAPH ISIN Code: INE878I01022
BSE 00:00 | 16 May 127.05 -1.55
(-1.21%)
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129.80

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129.80

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125.10

NSE 00:00 | 16 May 126.45 0.50
(0.40%)
OPEN

125.95

HIGH

129.45

LOW

125.95

OPEN 129.80
PREVIOUS CLOSE 128.60
VOLUME 289
52-Week high 190.70
52-Week low 115.00
P/E 27.92
Mkt Cap.(Rs cr) 301
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 129.80
CLOSE 128.60
VOLUME 289
52-Week high 190.70
52-Week low 115.00
P/E 27.92
Mkt Cap.(Rs cr) 301
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bafna Pharmaceuticals Ltd. (BAFNAPH) - Auditors Report

Company auditors report

Independent Auditors Report

To The Members of Bafna Pharmaceuticals Limited Report on the Audit of the FinancialStatements Opinion

We have audited the accompanying financial statements of Bafna PharmaceuticalsLimited ("the Company") which comprise the Balance Sheet as at March 312021 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year then endedand a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements"). In our opinion and to the bestof our information and according to the explanations given to us the aforesaid FinancialStatements give the information required by the Companies Act 2013 ("the Act")in the manner so required and give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended ("Ind AS") and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2021 its Loss total comprehensive income changes in equity and its cashflows for the year ended on that date except in respect of matters stated as per 1(d)under "Report on Other Legal and Regulatory Requirements" herein below.

Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor’s Responsibility for the Auditof the Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of theFinancial Statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our modified audit opinion on theFinancial Statements.

Emphasis of Matter

a. Stock movement report in terms of quantity and value in respect of raw materialconversion into WIP / finished goods has been carried out around the system owing to thefact that SAP implementation was not fully streamlined to capture the inventory flow forthe full year.

b. Since absorption of production overheads has not been enabled into productcosting it reflects only Cost of materials consumed and the relevant overheads have beenmanually factored outside the system to arrive at the cost of product. Though these are inthe nature of manual cost records they have to be appropriately factored through the SAPsystem in order to conform to IND AS standards of cost absorption so as to enablecomparison with standard cost.

c. Classification of Slow moving and non-moving stocks have to be enabled in SAPsystem.

d. Upon comparison of Input credit between GSTR 3B (filed by the company) and formGST2A (available ITC as per GST site) the Company has represented to us that there is anet excess Unavailed input credit of Rs 1541937/- representing corresponding unbookedexpenditure.

Our opinion is modified in respect of the above.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Financial Statements of the current period. These matterswere addressed in the context of our audit of the Financial Statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Key Audit Matter Description recognition as the key audit matter

Revenue Recognition: We have observed that the Purchase orders / agreements withcustomers are for a fixed period of time however renewable every year and that itcreates enforceable rights and obligations for both the parties.

The Company has entered into contracts of similar characteristics (in terms ofperformance obligations) with major customers however with certain minimum variations andhence the effects applying standard IND AS 115 to the portfolio of contracts does notdiffer materially from applying the same to individual contracts.

Revenue from contracts entered into for manufacturing of pharmaceuticals on behalf ofcustomers is recognized as and when every manufactured batch is dispatched to thecustomer and invoiced since the agreement specifies so.

We observed that these purchase orders / contracts have commercial substance whichwould impact the entity’s future cash flows as well since the contract periods arelong term in nature. These contracts reviewed by us are within the validity period andboth the company and its customers have present enforceable rights and obligations.

According to the information and explanations obtained the company estimates that thecustomers covered under the contracts have the ability to pay the consideration inexchange for the promised goods. The management asserts that that they have been cautiousin entering into manufacturing agreements with entities of repute and good credit report.

In a scenario where an advance has been received from the customers the companyrecognizes that portion of the advance as liability against the obligation is to transferthe goods in the near future.

We have observed that in a scenario where there has been a modification in thecontract there has been no distinct additional obligation to deliver goods nor was thereany instance of amendment to the pricing structure and neither did it result in anychange in the nature or type of goods that were part of the original / main contract.Hence it did not necessitate accounting the modification as a separate contract nor didit necessitate termination of the existing contract and creation of a new one. It did nothave any impact on the transaction price either. In case of conversion charges to beclaimed from the same customers the company raises a debit note for the same as part ofthe performance obligation itself. The amendment was in respect of advance amount beingpaid by the customer post signing of the main contract which did not result in change orvariation in the basic terms of the contract. Thus the principles of the standard werebeing followed or complied with.

We have observed that the transfer of Control of the transferred goods is almostcomplete in test cases taken up for audit since it enabled customer to direct the use ofand obtain substantially all of the remaining benefits from the end product once theywere legally transferred to them in compliance with agreed-upon specifications. Thetransfer of goods also prevented other entities from directing the use of and obtainingthe benefits from an asset. Test checks indicated that there was no scope for repurchaseagreements consignment arrangements or bill-and-hold arrangements. towards satisfying theperformance obligation and also we have also evaluated the appropriateness of andconsistency in the application of management’s policies and methodologies to estimateprogress towards satisfying the performance obligation.

Other Matters

As specifically explained vide Clause no B (9) of Notes to Financial statements wehave considered the basis of management judgment in determining impact on the financialstatements of any subsequent events related to the COVID-19 pandemic taking intoconsideration the date of the financial statements the facts and circumstances pertainingto the entity and the conditions that existed at or arose after that date. As theimpacts of the COVID-19 outbreak continue to evolve including regulatory restrictions/conditions capturing events that relate specifically to conditions that existed at thedate of the financial statements or after the date of the financial statements we haveconsidered all subsequent events and transactions to substantiate our conclusions on theappropriateness of management’s assessment of the Covid’19 impact. Further tothe continuous spreading of COVID -19 in Tamil Nadu state State Government announced astrict 15 days’ lockdown from May 10th 2021 which was extended up to 21st June 2021to contain the spread of the virus. This has resulted in restriction on physical visit tothe client locations and the need for carrying out alternative audit procedures as per theStandards on Auditing prescribed by the Institute of Chartered Accountants of India(ICAI).

As a result of the above part of the audit was carried out based on remote access ofthe data as provided the management. This has been carried out based on the advisory on"Specific Considerations while conducting Distance Audit/ Remote Audit/ Online Auditunder current Covid-19 situation" issued by the Auditing and Assurance StandardsBoard of ICAI. We have been represented by the management that the data provided for ouraudit purposes is correct complete and reliable and are directly generated by theaccounting system of the Company without any further manual modifications. We bring to theattention of the users that the audit of the financial statements has been conditions.

Our audit opinion is not modified in respect of the above.

Management’s Responsibility for the 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 Financial Statements that givea true and fair view of the financial position financial performance including othercomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Financial Statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the Financial Statements management is responsible for assessing theCompany’s ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’sfinancial reporting process.

Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the FinancialStatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor’s report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these 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 Financial Statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is appropriate to provide a basis for our opinion.The risk of not detecting a material misstatement resulting from fraud is higher than forone resulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order todesign audit 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 system effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the 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 theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor’s report to therelated disclosures in the Financial Statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However future events or conditions may cause theCompany to cease to continue as a going concern.

Evaluate the overall presentation structure and content of the Financial Statementsincluding the disclosures and whether the Financial Statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the Financial Statements may be influenced. We considerquantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the FinancialStatements. We communicate with those charged with governance regarding among othermatters the planned scope and timing of audit findings the audit and significantincluding any significant deficiencies in internal control that we identify during ouraudit.

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 Financial Statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor’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 Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the relevant books of account.

d) In our opinion the aforesaid Financial Statements comply with the Ind AS specifiedunder Section 133 of the Act except in respect of:

i. The Company has not complied with principles underlined under IND AS 2 in respectof absorption of overheads (related to manufacture) in computation of BOM (Bill ofmaterials) consequently not enabling capturing of overheads in valuation of stocks of WIP(Work in progress) and Finished goods through the SAP system. Valuation of closinginventories have been computed manually on cost absorption basis.

ii. Fixed Asset Register has not been maintained in SAP system as prescribed inSchedule II of the Companies Act 2013. Review of useful life and residual value of asseton annual basis has not been carried out as prescribed under IND AS 16.

iii. Computation of Gratuity as per IND AS 109 has been carried out but noequivalent provisioning has been made in the accounts nor has the Company created any Fundin respect of the same.

e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 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 of such controlsrefer to our separate Report in "Annexure A". Our report expresses operatingeffectiveness

a modified opinion on the adequacy and operating effectiveness of the Company’sinternal financial controls over financial 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 opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe 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 Financial Statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company. The Company has transferred anamount of Rs.61761/- being the unclaimed / unpaid dividend pertaining to the financialyear 2012-13 to the Investor Education and Protection Fund.

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

For R.SATHYANARAYANAN & Co.
Chartered Accountants
Firm Registration Number: 003656S
(R. SATHYANARAYAN)
Place: Chennai Partner
Date: 25.06.2021 Membership number: 028377

ANNEXURE "A" to the Independent Auditors’ Report

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

Report on the Internal Financial Controls Over Financial Reporting under Clause (I) ofSub- section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of BafnaPharmaceuticals Limited ("the Company") as of March 31 2021 in conjunction withour audit of the Standalone Financial Statements of the Company for the year ended on thatdate.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing 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 performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe 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 controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that

(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) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with 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 reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company’s assets that could havea 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 and as per report received from the Internal auditors we hereby state that:

Although the company has an organization structure now with the implementation of SAPauthority matrix has to be formulated and clearly documented

Standard operating procedures in respect of various functions processes and approvalshave to be documented and made available to the functional heads to ensure controls.

Roles and responsibilities have to be documented as per terms or in line with KRAsmentioned in employees’ appointment letters

Regular employee performance reviews have to be held and increments / incentives haveto be fixed and paid on the basis of the same.

Our opinion is modified in respect of the above.

For R.SATHYANARAYANAN & Co.
Chartered Accountants
Firm Registration Number: 003656S
(R. SATHYANARAYAN)
Place: Chennai Partner
Date: 25.06.2021 Membership Number: 028377

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 the Company’s fixed assets:

(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 to cover all the items of fixed assets atreasonable intervals which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. According to the information and explanations givento us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us the records examined byus we report that the title deeds comprising all the immovable properties of land andbuildings are held in the name of the Company as at the balance sheet date.

(d) Reference is drawn to our qualification in clause 1 (d) (ii) under "Reporton other Legal and regulatory requirements".

(ii) (a) As explained to us the inventories were physically verified during the yearby the management at reasonable intervals. There were no material discrepancies noticed onphysical verification during the year.

(b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the company and the nature of itsbusiness. The Company is generally maintaining proper records of its inventories. Nomaterial discrepancy was noticed on physical verification of stocks by the management ascompared to book records in respect of stocks of Raw materials and packing materials. Howeverin respect of Work in progress and Finished goods owing to commencement of productionentries in SAP from October/ November 2020 the inventory flow has not been streamlined inSAP and hence quantification valuation has been manually carried out around the system.

(a) Reference is drawn to our qualification vide clause 1 (d) (i) under "Reporton other Legal and regulatory requirements" and also under Emphasis of Matter

(iii) According to the information and explanations given to us the Company has notgranted any loans or advances to any person listed in the register maintained undersection 189 of the Companies Act 2013 during the year.

(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 Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

(v) The Company has not accepted deposits during the year and does not have anyunclaimed deposits as at March 31 2021 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company.

(vi) We have broadly reviewed the manual cost records maintained by the Companypursuant to the Rules prescribed by the Central Government under Section 148(1) of theCompanies Act 2013 and are of the opinion that it requires to be streamlined in the SAPsystem. Since the Turnover of the Company has crossed the prescribed threshold limit CostAudit would be required to be carried out as per Rule 4 of the Companies (Cost record andaudit) rules 2014 for the ensuing financial year 2021-22.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues inrespect of FY 2020-21 including Employees’ State Insurance Income Tax Goods andServices Tax Customs Duty Cess and other material statutory dues applicable to it withthe appropriate authorities. In respect of the waiver provided by NCLT courtorder/resolution plan 90% of the past dues were waived off. The Company had submitted theorder to TDS ward of Income tax department the PF and ESI departments with a request tocarry out the waiver. However the respective departments have not responded to the same.

(b) In respect of Income tax -Asst year 2015-16 the department has initiated noticeunder section 148. The Company has already provided for tax to the tune of Rs 10 lakhs inthis respect.

(c) There were no undisputed amounts payable in respect of Provident FundEmployees’ State Insurance Income Tax Sales Tax Service Tax Value Added TaxGoods and Services Tax Customs Duty Excise Duty Cess and other material statutory duesin arrears as at March 31 2021 for a period of more than six months from the date theybecame payable or the date of this report except for old TDS PF and ESI dues asmentioned

(d) In respect of GST for the FY 2020-21 :

(i) Reference is drawn to clause (d) under Emphasis of matter paragraph in respect ofexcess unavailed credit of Rs 1541937/-

(ii) Eligible Expenditure subject to RCM

(Reverse charge mechanism) had not been recognised in the past years and until FY202021 and the amount involved is Rs 1163154/-

(viii) According to the information and explanations given to us the Company TheCompany availed secured loan from financial institution towards purchase of capitalequipment. Which is the nature of long term and unsecured loan from a corporate forshort-term working capital purposes during the year. The Company has not issued anydebentures during the year.

(ix) The company had received an amount of Rs.55.35 Crores in various tranche from theresolution applicant and its associates in terms of resolution plan approved by the NCLTChennai bench vide its order dated I" February 2019 and the amount received wastreated as share application money pending allotment in the board meeting held on25.06.2020. Subsequently the company had received In Principal approval from NSE videReference No. NSE/LIST/24194dated 7thAugust 2020 and From BSE vide Reference No.DCS/PREF/SD/765/2020-21 dated 4th September 2020. Accordingly the Company had allotted21290701 equity shares of Rs.10/- at a premium of RS.16/- per share.

The Company has received its listing approval from NSE vide letter Reference No.NSE/LIST/24744 dated 16thOctober 2020 and from BSE vide letter Reference No.DCS/PREF/PB/FIP/808/2020-21 dated 30th September 2020 for listing of 21290701 EquityShares of Rs.10/- each The Company has also received trading approval for 21290701Equity shares of Rs.10/- each from NSE vide its letter reference No. NSE/LIST/ 25097 dated23rd October 2020 and from SSE vide its letter reference No. DCS/PREF/TP/PB/11139/2020-21dated 23rd October 2020.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company or no material fraud on the Company by its officersor employees 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 Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) ofthe Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to usthe Company is in compliance with Section 177 and 188 of the Act where applicable forall transactions with the related parties and the details of related party transactionshave been disclosed in the Standalone Financial Statements as required by the applicableaccounting standards.

(xiv) During the year the Company has made any preferential allotment of 21290701shares pursuant to NCLT Chennai court order as detailed in clause (ix) hereinabove.

(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 to its directors and hence provisions of section 192 of theAct are not applicable to the Company.

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

For R.SATHYANARAYANAN & Co.
Chartered Accountants
Firm Registration Number: 003656S
(R. SATHYANARAYAN)
Place: Chennai Partner
Date: 25.06.2021 Membership Number: 028377

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