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Benares Hotels Ltd.

BSE: 509438 Sector: Services
NSE: N.A. ISIN Code: INE664D01019
BSE 00:00 | 03 Oct 2619.75 -43.75
(-1.64%)
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NSE 05:30 | 01 Jan Benares Hotels Ltd
OPEN 2607.00
PREVIOUS CLOSE 2663.50
VOLUME 161
52-Week high 2957.00
52-Week low 1503.00
P/E 27.32
Mkt Cap.(Rs cr) 341
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2607.00
CLOSE 2663.50
VOLUME 161
52-Week high 2957.00
52-Week low 1503.00
P/E 27.32
Mkt Cap.(Rs cr) 341
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Benares Hotels Ltd. (BENARESHOTELS) - Auditors Report

Company auditors report

To the Members of BENARES HOTELS LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Benares Hotels Limited ("theCompany") which comprise the balance sheet as at March 31 2022 and the statementof Profit and Loss including other comprehensive income statement of changes in equityand statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as "financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ('the Act') in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2022 and profit and other comprehensive incomechanges in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statements sectionof our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (ICAI) 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 opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgement 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.

We have determined the matters described below to be the key audit matters to becommunicated in our report.

Key Audit Matter Description Our Response
Impairment assessment of Property Plant and Equipment (PPE) of one hotel unit. In view of the continuing operating losses made by one hotel unit and due to significant management and auditor judgement involved in impairment testing we identified this matter as a Key Audit Matter. Our audit procedures in relation to impairment testing of the unit were:
At the end of each year management reviews the carrying amount of the assets to determine if there is any indication of impairment loss. If any such indication exists management assesses the recoverable amount of those assets. • Understanding the management's and those charged with governance (TCWG)'s process for estimating the recoverable amount of the assets.
Management also carries out a valuation of the hotel building once in three years. The estimation of the recoverable amount of the assets at the unit involves management judgements and is dependent on certain assumptions and significant inputs including market capitalisation rates and estimated revenue per available room which are atffected by expected future market or economic conditions of the hospitality industry. • Evaluating the reasonableness of the assumptions judgements projected cash flows and key inputs considered by the management by comparing those estimates with market data and company specific information available and also the impact of COVID-19 pandemic.
• Evaluating the historical accuracy of the management's assessment by comparing the past estimates to the current year actual performance of the Company.
• Reading the valuation report and validating key assumptions used in the valuation and rationale for those assumptions.

Our tests did not reveal any material exceptions.

Information Other than the Financial Statements and Auditors' Report Thereon

The Company's management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in theDirectors report and Management Discussion and Analysis of the Financial Performance butdoes not include the financial statements and our auditors' report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained duringthe audit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Responsibility's of the Management and Those Charged with Governance for FinancialStatements

The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the state of affairs profit and other comprehensiveincome changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian accounting Standards (Ind AS)prescribed under Section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

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

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

Auditors' Responsibilities 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 auditors' report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud 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 judgement andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to the financialstatements in place and the operating effectiveness of 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 auditors' 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 auditors'report. However future events or conditions may cause the Company to cease to continue asa going concern; and

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves 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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditors' report unless law or regulation precludes public disclosure about the matter orwhen 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 the Companies (Auditors' Report) Order 2020 ("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 A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

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 other comprehensiveincome the Statement of Changes in Equity and the statement of cash flows dealt with bythis Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the {IndianAccounting Standards (Ind AS) prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 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 with reference tothe financial statements of the

Company and the operating effectiveness of such controls refer to our separate Reportin "Annexure B".

(g) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31 2022 onits financial position in its financial statements - Refer Note No. 30 of the financialstatements.

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 during the year ended March 312022.

iv. (a) The management has represented that to the best of its knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries")or provide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

(b) The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person(s) or entity(ies) includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures that the we have considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (a) and (b) contain any materialmisstatement.

v. (a) The Company has not declared any final dividend during the previous year and anyinterim dividend during the current year and hence compliance to Section 123 of the Act isnot applicable.

(b) Board of Directors of the Company have proposed final dividend for the year whichis subject to the approval of the members at the ensuing Annual General Meeting. Theamount of dividend proposed is in accordance with Section 123 of the Act as applicable.

3. With respect to the matter to be included in the Auditors' Report under Section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director 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) which arerequired to be commented upon by us.

For PKF Sridhar & Santhanam LLP

Chartered Accountants

Firm's Registration No. 003990S/S200018

R. Suriyanarayanan

Partner

Membership No. 201402

UDIN: 22201402AHJNQC3193

Place of Signature: Mumbai

Date: April 19 2022

Annexure A

Referred to in paragraph 1 on Rs.Report on Other Legal and Regulatory Requirements' ofour report of even date to the members of Benares Hotels Limited ("the Company")on the financial statements as of and for the year ended March 31 2022.

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) The Company has a regular programme of physical verification of its Property Plantand Equipment by which all Property Plant and Equipment are verified in a phased mannerover a period of three years. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Pursuantto the programme certain Property Plant and Equipment were physically verified by themanagement during the year. In our opinion and according to the information andexplanations given to us discrepancies noticed were not material and have been dealt withappropriately in the books of account.

According to the information and explanations given to us the records examined by usand based on the examination of the conveyance deeds provided to us we report that thetitle deeds comprising all the immovable properties (other than properties where theCompany is the lessee and the lease agreements are duly executed in favour of the lessee)disclosed in the financial statements are held in the name of the Company as at BalanceSheet date.

In respect of immovable properties of land and building that have been taken on leaseand disclosed as leasehold lands/ buildings under property plant & equipment/ rightof use assets in the financial statements the lease agreements are in the name of theCompany.

(c) The Company has not revalued its Property Plant and Equipment (including Right ofUse assets) or intangible assets during the year and hence paragraph 3(i)(d) of the Orderis not applicable to the Company.

(d) No proceedings have been initiated or are pending against the Company for holdingany benami property under the Benami Transactions (Prohibitions) Act 1988 (45 of 1988)and rules made thereunder and hence paragraph 3(i)(e) of the Order is not applicable tothe Company.

(ii) (a) Based on our audit procedures & according to the information andexplanation given to us the inventory has been physically verified by the management atreasonable intervals during the year. In our opinion the frequency of such verificationis reasonable. In our opinion the discrepancies noticed on verification between thephysical stocks and the book records are not more than not 10% or more in the aggregatefor each class of inventory and have been properly dealt with in the books of accounts.

(b) Based on our audit procedures & according to the information and explanationgiven to us the Company has been sanctioned working capital limits in excess of fivecrore rupees in aggregate from a bank on the basis of security of current assets.However the sanctioned terms do not provide for filing Quarterly returns or statementswith the bank. No working capital limits were sanctioned by financial institution.Accordingly reporting under paragraph 3(ii)(b) of the Order is not applicable to theCompany.

(iii) Based on our audit procedures & according to the information and explanationgiven to us the Company has not made investments in provided any guarantee or securityor granted any loans or advances in the nature of loans secured or unsecured tocompanies firms Limited Liability Partnerships or any other parties. Accordinglyparagraph 3(iii) of the Order is not applicable to the Company.

(iv) Based on our audit procedures & according to the information and explanationgiven to us the Company has neither given any loan guarantees and security nor made anyinvestment during the year covered under Sections 185 and 186 of the Act. Thereforeparagraph 3(iv) of the Order is not applicable to the Company.

(v) Based on our audit procedures & according to the information and explanationgiven to us the Company has not accepted any deposits or amounts which are deemed to bedeposits within the meaning of the Act and the directives issued by the Reserve Bank ofIndia and the provisions of Sections 73 to 76 or any other relevant provisions of the Actand the rules framed thereunder. Accordingly paragraph 3(v) of the Order is notapplicable to the Company.

(vi) The Company is not required to maintain cost records specified by the CentralGovernment under sub-section (1) of Section 148 of the Act. Accordingly paragraph 3(vi)of the Order is not applicable to the Company.

(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us the Company has generally been regular in depositingundisputed statutory dues including Goods and Service Tax provident fund employees'state insurance income-tax sales-tax service tax duty of customs duty of excisevalue added tax cess and any other statutory dues as applicable with the appropriateauthorities.

According to the information and explanation given to us and the records of the Companyexamined by us no undisputed amounts payable in respect of Goods and Service Taxprovident fund employees' state insurance income-tax sales-tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues were inarrears as at March 31 2022 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us and based on ourexamination of the records of the Company there are no statutory dues referred to insub-clause (a) as at March 31 2022 which have not been deposited with the appropriateauthorities on account of any dispute except as stated below:

Name of the Statute Nature of the Dues Amount demanded (Rs. lakhs) Amount paid (Rs. lakhs) Period to which amount relates Forum where dispute is pending
U.P. Trade Tax Act Demand 15.88 5.00 FY 2006-07 1st Appellate Authority UP VAT
U.P. Trade Tax Act Demand 20.39 5.00 FY 2007-08 1st Appellate Authority UP VAT
Luxury Tax Demand 1.21 - FY 2009-10 to FY 2013-14 Assessing Officer

(viii) Based on our audit procedures and as per the information and explanations givenby the management no amount has been surrendered or disclosed as income during the yearin the tax assessments under the Income Tax Act 1961. Accordingly paragraph 3(viii) ofthe order is not applicable to the Company.

(ix) (a) Based on our audit procedures and as per the information and explanationsgiven by the management the Company has not defaulted in repayment of loans or otherborrowings or in payment of interest thereon to any lender.

(b) According to the information and explanations given to us the Company is not adeclared willful defaulter by any bank or financial institution or other lender.Accordingly paragraph 3(ix)(b) of the Order is not applicable to the Company.

(c) According to the information and explanations given to us and the records of theCompany examined by us there were no term loans taken by the Company and hence thequestion of the amount of loan so diverted and the purpose for which it is used does notarise. Accordingly paragraph 3(ix)(c) of the Order is not applicable to the Company.

(d) According to the information and explanations given to us and the records of theCompany examined by us there were no funds raised on short-term basis by the Company.Accordingly paragraph 3(ix)(d) of the Order is not applicable to the Company.

(e) According to the information and explanations given to us and the records of theCompany examined by us the Company does not have any subsidiary associate or jointventure and hence the question of the Company taking loan from any entity or person onaccount of or to meet the obligations of its subsidiaries joint ventures or associatecompanies does not arise. Accordingly paragraph 3(ix)(e) of the Order is not applicableto the Company.

(f) According to the information and explanations given to us and the records of theCompany examined by us the Company does not have any subsidiary associate or jointventure and hence the question of the Company raising any loans during the year on pledgeof securities held in its subsidiaries joint ventures or associate companies does notarise. Accordingly paragraph 3(ix)(f) of the Order is not applicable to the Company.

(x) (a) According to the information and explanations given to us the Company did notraise money by way of initial public offer or further public offer (including debtinstruments) during the year and hence the question of whether money raised were appliedfor the purposes for which those are raised does not arise. Accordingly paragraph 3(x) ofthe Order is not applicable to the Company.

(b) According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or convertible debentures(fully partially or optionally convertible) during the year and hence the question ofwhether the requirements of Section 42 and Section 62 of the Companies Act 2013 have beencomplied with and the funds raised have been used for the purposes for which the fundswere raised does not arise. Accordingly paragraph 3(x)(b) of the Order is not applicableto the Company.

(xi) (a) To the best of our knowledge and belief and according to the information andexplanations given to us we report that no fraud by the Company or on the Company hasbeen noticed or reported during the year.

(b) No report under sub-section (12) of Section 143 of the Companies Act has been filedby us in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules2014 with the Central Government.

(c) To the best of our knowledge and belief and according to the information andexplanations given to us we report that no whistle blower complaints were received duringthe year by the Company.

(xii) The Company is not a Nidhi company in accordance with Nidhi Rules 2014.Accordingly paragraph 3(xii)(a) to (c) of the Order is not applicable.

(xiii) Based on our audit procedures and according to the information and explanationsgiven to us all the transactions entered into with the related parties during the yearare in compliance with Section 177 and Section 188 of the Act where applicable and thedetails have been disclosed in the financial statements as required by the Indianaccounting standard Related Party Disclosures (Ind AS 24).

(xiv) (a) To the best of our knowledge and belief and according to the information andexplanations given to us the Company has an internal audit system commensurate with thesize and nature of its business.

(b) We have considered the reports of the Internal Auditors for the period under audit.

(xv) On the basis of the information and explanations given to us in our opinionduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with its directors and hence provisions of Section 192 ofthe Companies Act 2013 are not applicable to the Company.

(xvi) (a) Based on our audit procedures and according to the information andexplanations given to us the Company is not required to be registered under Section 45-IAof Reserve Bank of India Act 1934 (2 of 1934).

(b) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not conducted any Non-Banking Financial or Housing Financeactivities without a valid Certificate of Registration (CoR) from the Reserve Bank ofIndia as per the Reserve Bank of India Act 1934. Accordingly paragraph 3(xvi)(b) of theOrder is not applicable to the Company.

(c) Based on our audit procedures and according to the information and explanationsgiven to us the Company is not a Core Investment Company (CIC) as defined in theregulations made by the Reserve Bank of India and hence the questions of fulfillingcriteria of a CIC and in case the Company is an exempted or unregistered CIC whether itcontinues to fulfill such criteria do not arise. Accordingly paragraph 3(xvi)(c) of theOrder is not applicable to the Company.

(d) Based on our audit procedures and according to the information and explanationsgiven to us there are 6 Core Investment Companies (CICs) in the Group (basis definitionof "Companies in the Group" as per Core Investment Companies (Reserve Bank)Directions 2016) as at the end of the reporting period.

(xvii) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not incurred cash losses in the financial year and in theimmediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year andaccordingly this clause is not applicable.

(xix) On the basis of financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements our knowledge of the Board of Directors and management plans we areof the opinion that no material uncertainty exists as on the date of the audit report ofthe Company's capability of meeting its liabilities existing at the date of balance sheetas and when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due. Also refer note no. 43 of the financial statements inthis regard.

(xx) (a) Based on our audit procedures and according to the information andexplanations given to us in respect of other than ongoing projects the Company havingspent the required amount there is no amount pending to be transferred to a Fundspecified in Schedule VII to the Companies Act within a period of six months of the expiryof the financial year in compliance with second proviso to sub-section (5) of Section 135of the said Act.

(b) Based on our audit procedures and according to the information and explanationsgiven to us the Company is not required to transfer unspent amount under sub-section (5)of Section 135 of the Companies Act pursuant to ongoing project to special account incompliance with provision of sub-section (6) of Section 135. Accordingly paragraph3(xx)(b) of the Order is not applicable to the Company.

For PKF Sridhar & Santhanam LLP

Chartered Accountants

Firm's Registration No. 003990S/S200018

R. Suriyanarayanan

Partner

Membership No. 201402

UDIN: 22201402AHJNQC3193

Place of Signature: Mumbai

Date: April 19 2022

Annexure B

Referred to in paragraph 2(f) on Rs.Report on Other Legal and Regulatory Requirements'of our report of even date

Report on the Internal Financial Controls with reference to the aforesaid financialstatements under Clause (i) of sub-section 3 of Secti'on 143 of the Companies Act 2013

We have audited the internal financial controls with reference to financial statementsof Benares Hotels Limited ("the Company") as of March 31 2022 in conjunctionwith our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal control with referenceto financial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note. 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 company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013 (hereinafter referred to as "the Act").

Auditors' 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 prescribed underSection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and if such controls operatedeffectively 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 assessingthe risk that a material weakness exists and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls 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 control withreference to financial statements 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 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

(3) 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. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls with reference to financial statements and such internal financialcontrols were operating effectively as at March 31 2022 based on the internal controlwith reference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (the "Guidance Note").

For PKF Sridhar & Santhanam LLP

Chartered Accountants

Firm's Registration No. 003990S/S200018

R. Suriyanarayanan

Partner

Membership No. 201402

UDIN: 22201402AHJNQC3193

Place of Signature: Mumbai

Date: April 19 2022

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