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Bharat Seats Ltd.

BSE: 523229 Sector: Auto
NSE: N.A. ISIN Code: INE415D01024
BSE 00:00 | 28 Sep 78.25 0.20
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NSE 05:30 | 01 Jan Bharat Seats Ltd
OPEN 77.90
PREVIOUS CLOSE 78.05
VOLUME 12098
52-Week high 90.00
52-Week low 63.00
P/E 16.34
Mkt Cap.(Rs cr) 246
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 77.90
CLOSE 78.05
VOLUME 12098
52-Week high 90.00
52-Week low 63.00
P/E 16.34
Mkt Cap.(Rs cr) 246
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharat Seats Ltd. (BHARATSEATS) - Auditors Report

Company auditors report

To the Members of Bharat Seats Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Bharat Seats Limited("the Company") which comprise the Balance sheet as at March 31 2022 theStatement of Profit and Loss including the statement of Other Comprehensive Income theCash Flow Statement and the Statement of Changes in Equity for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.

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 as amended ("the Act") in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at March 31 2022 its profit includingother comprehensive income its cash flows and the changes in equity for the year ended onthat date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing (SAs) as specified under section 143(10) of the Act. Our responsibilities underthose Standards are further described in the 'Auditor's Responsibilities for the Audit ofthe 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 together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the financial statements.

Emphasis of Matter

We draw attention to note 37(l) of the financial statements which explains theuncertainties and the management's assessment of the financial impact related to COVID-19pandemic situation for which a definitive assessment of the impact in subsequent periodis highly dependent on future economic developments and circumstances as they evolve.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements for the financial year ended March31 2022. These matters were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. For each matter below our description of how our auditaddressed 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 financial statements section of ourreport including in relation to these matters. Accordingly our audit included theperformance of procedures designed to respond to our assessment of the risks of materialmisstatement of the financial statements. The results of our audit procedures includingthe procedures performed to address the matters below provide the basis for our auditopinion on the accompanying financial statements.

Key audit matters How our audit addressed the key audit matter
(a) Revenue recognition including price variations (as described in note 27 of the financial statements)
Revenue is measured by the Company at the fair value of consideration received/ receivable from its customers and in determining the transaction price for the sale of products the Company considers the effects of price variations provided to the customer. Our audit procedures included the following:
• Assessed the Company's accounting policy for revenue recognition including the policy for recording price variations in terms of Ind AS 115.
• Obtained understanding of the revenue process and the assumptions used by the management in the process of calculation of price variations including design and implementation of controls and tested the operating effectiveness of these controls.
The Company's business also requires passing on price variations to the customer for the sales made by the Company. The Company at the year end has provided for such price variations to be passed on to the customer. The estimated price variations at the year-end is shown under note 27 to the financial statements. • Tested completeness and arithmetical accuracy of the data used in the computation of price variations.
• Obtained and reviewed balance confirmation from customer to ensure the existence of trade receivables.
• Tested on sample basis debit/ credit notes in respect of agreed price variations passed on to the customers.
We have considered this as a key audit matter on account of the significant judgement and estimate involved in calculation of price variations to be recorded as at the year end • Assessed the revenue-related disclosures included in Note 27 to the 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 financial statements and our auditor's 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 such other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit 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.

Responsibilities of Management 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 cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring 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 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's financialreporting process.

Auditor's 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 auditor's 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 judgment 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 from

fraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order 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 Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the 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 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 for thefinancial year ended March 31 2022 and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Act we give in the"Annexure 1" a statement on the matters

specified in paragraphs 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 financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended;

(e) The matter described in Emphasis of Matter paragraph above in our opinion mayhave an adverse effect on the functioning of the Company;

(f) 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;

(g) With respect to the adequacy of the internal financial controls with reference tofinancial statements and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 2" to this report;

(h) In our opinion the managerial remuneration for the year ended March 31 2022 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act;

(i) 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 - Refer Note 26 to the 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;

iv. a) The management has represented that to the best of its knowledge and belief nofunds have

been advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the company to or in any other person(s) orentity(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 persons or entities including foreignentities ("Funding Parties") with the understanding whether recorded inwriting 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; and

c) Based on such audit procedures that were considered reasonable and appropriate inthe circumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (a) and (b) contain any material misstatement.

v. The dividend declared or paid during the year / subsequent to the year-end by theCompany is in compliance with section 123 of the Act.

For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Amit Yadav
Partner
Membership Number: 501753
Place of Signature: Gurugram Haryana UDIN: 22501753AINELE2254
Date: May 06 2022

Annexure ‘1' referred to in paragraph under the heading "Report on otherlegal and regulatory requirements" of our report of even date Re: Bharat SeatsLimited ("the Company")

In terms of the information and explanations sought by us and given by the Company andthe books of account and records examined by us in the normal course of audit and to thebest of our knowledge and belief we state that:

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

(i) (a) (B) The Company has maintained proper records showing full particulars ofintangibles assets.

(i) (b) All fixed assets have not been physically verified by the management during theyear but there is a regular programme of verification which in our opinion is reasonablehaving regards to the size of the Company and the nature of the assets. No materialdiscrepancies were noticed on such verification.

(i) (c) The title deeds of all the immovable properties (other than properties wherethe Company is the lessee and the lease agreements are duly executed in favour of thelessee) are held in the name of the Company.

(i) (d) The Company has not revalued its Property Plant and Equipment (including Rightof use assets) or intangible assets during the year ended March 31 2022.

(i) (e) There are no proceedings initiated or are pending against the Company forholding any benami property under the Prohibition of Benami Property Transactions Act1988 and rules made thereunder.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification. The inventory has been physically verified by the management during the yearexcept for inventories lying with third parties. In our opinion the frequency ofverification by the management is reasonable and the coverage and procedure for suchverification is appropriate. Inventories lying with third parties have been confirmed bythem as at March 31 2022 and discrepancies of 10% or more in aggregate for each class ofinventory were not noticed in respect of such confirmations. And no discrepancies of 10%or more in aggregate for each class of inventory have not been noted.

(ii) (b) As disclosed in note 21 to the financial statements the Company has beensanctioned working capital limits in excess of Rs. five crores in aggregate from banksduring the year on the basis of security of current assets of the Company. The monthlyreturns/statements filed by the Company with such banks and financial institutions are inagreement with the books of accounts of the Company.

(iii) (a) During the year the Company has not provided loans advances in the nature ofloans stood guarantee or provided security to companies firms Limited LiabilityPartnerships or any other parties. Accordingly the requirement to report on clause3(iii)(a) of the Order is not applicable to the Company.

(iii) (b) During the year the Company has not made investments provided guaranteesprovided security and granted loans and advances in the nature of loans to companiesfirms Limited Liability Partnerships or any other parties. Accordingly the requirementto report on clause 3(iii)(b) of the Order is not applicable to the Company.

(iii) (c) The Company has not granted loans and advances in the nature of loans tocompanies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(c) of the Order is not applicable to the Company.

(iii) (d) The Company has not granted loans and advances in the nature of loans tocompanies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(d) of the Order is not applicable to the Company.

(iii) (e) There were no loans or advances in the nature of loan granted to companiesfirms Limited Liability Partnerships or any other parties. Accordingly the requirementto report on clause 3(iii)(e) of the Order is not applicable to the Company.

(iii) (f) The Company has not granted any loans or advances in the nature of loanseither repayable on demand or without specifying any terms or period of repayment tocompanies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) There are no loans investments guarantees and security in respect of whichprovisions of sections 185 and 186 of the Companies Act 2013 are applicable andaccordingly the requirement to report on clause 3(iv) of the Order is not applicable tothe Company.

(v) The Company has neither accepted any deposits from the public nor accepted anyamounts which are deemed to be deposits within the meaning of sections 73 to 76 of theCompanies Act and the rules made thereunder to the extent applicable. Accordingly therequirement to report on clause 3(v) of the Order is not applicable to the Company.

(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 seating systemand interior component for the automotive and surface transport and are of the opinionthat prima facie the specified accounts and records have been made and maintained. Wehave not however made a detailed examination of the same.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including goods and services tax provident fund employees' stateinsurance income-tax sales-tax service tax duty of customs duty of excise valueadded tax cess and other statutory dues applicable to it. According to the informationand explanations given to us and based on audit procedures performed by us no undisputedamounts payable in respect of these statutory dues were outstanding at the year end fora period of more than six months from the date they became payable.

(vii) (b) The dues of goods and services tax provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom duty of excise value addedtax cess and other statutory dues have not been deposited on account of any dispute areas follows:

Name of the statute Nature of the dues Amount (In INR Lacs) Amount paid under protest (In Lacs) Period to which the amount relates Forum where the dispute is pending
Central Excise Act 1994 Disallowance of input tax credit on account of difference between physical stock of inputs and stock as reflected in statutory records 228.20 1996 1999 CESTAT Delhi
Central Excise Act 1994 Inclusion of value of designs & drawings of components is liable to be included in the assessable value of final products supplied to M/s Maruti Suzuki India Limited 2918.02 2013 2017 Additional Director General Delhi

(viii) The Company has not surrendered or disclosed any transaction previouslyunrecorded in the books of account in the tax assessments under the Income Tax Act 1961as income during the year. Accordingly the requirement to report on clause 3(viii) of theOrder is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or inthe payment of interest

thereon to any lender.

(ix) (b) The Company has not been declared wilful defaulter by any bank or financialinstitution or government or any government authority.

(ix) (c) Term loans were applied for the purpose for which the loans were obtained.

(ix) (d) On an overall examination of the financial statements of the Company no fundsraised on short-term basis have been used for long-term purposes by the Company.

(ix) (e) The Company does not have any subsidiary associate or joint venture.Accordingly the requirement to report on clause 3(ix)(e) of the Order is not applicableto the Company.

(ix) (f) The Company does not have any subsidiary associate or joint venture.Accordingly the requirement to report

on Clause 3(ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial publicoffer / further public offer (including debt instruments) hence the requirement to reporton clause 3(x)(a) of the Order is not applicable to the Company.

(x) (b) The Company has not made any preferential allotment or private placement ofshares /fully or partially or optionally convertible debentures during the year underaudit and hence the requirement to report on clause 3(x)(b) of the Order is notapplicable to the Company.

(xi) (a) No fraud by the Company or no fraud n the Company has been noticed or reportedduring the year

(xi) (b) During the year no report under sub-section (12) of section 143 of theCompanies Act 2013 has been filed by cost auditor/ secretarial auditor or by us in FormADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with theCentral Government.

(xi) (c) As represented to us by the management there are no whistle blower complaintsreceived by the Company during the year.

(xii) (a) The Company is not a nidhi Company as per the provisions of the CompaniesAct 2013. Therefore the requirement to report on clause 3(xii)(a) of the Order is notapplicable to the Company.

(xii) (b) The Company is not a nidhi Company as per the provisions of the CompaniesAct 2013. Therefore the requirement to report on clause 3(xii)(b) of the Order is notapplicable to the Company.

(xii) (c) The Company is not a nidhi Company as per the provisions of the CompaniesAct 2013. Therefore the requirement to report on clause 3(xii)(c) of the Order is notapplicable to the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size andnature of its business.

(xiv) (b) The internal audit reports of the Company issued till the date of the auditreport for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors orpersons connected with its directors and hence requirement to report on clause 3(xv) ofthe Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause(xvi)(a) of the Order is not applicable to the Company.

(xvi) (b) The Company has not conducted any Non-Banking Financial or Housing Financeactivities without obtained a valid Certificate of Registration (CoR) from the ReserveBank of India as per the Reserve Bank of India Act 1934.

(xvi) (c) The Company is not a Core Investment Company as defined in the regulationsmade by Reserve Bank of India. Accordingly the requirement to report on clause 3(xvi) ofthe Order is not applicable to the Company.

(xvi) (d) There are no other Companies part of the Group hence the requirement toreport on clause 3(xvi) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year andaccordingly requirement to report on Clause 3(xviii) of the Order is not applicable to theCompany.

(xix) On the basis of the financial ratios disclosed in note 37(n) to the financialstatements ageing and expected dates of realization of financial assets and payment offinancial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand 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.

(xx) (a) In respect of other than ongoing projects there are no unspent amounts thatare required to be transferred

to a fund specified in Schedule VII of the Companies Act (the Act) in compliance withsecond proviso to sub section 5 of section 135 of the Act. This matter has been disclosedin note 37(e) to the financial statements.

(xx) (b) There are no unspent amounts in respect of ongoing projects that are requiredto be transferred to a special account in compliance of provision of sub section (6) ofsection 135 of Companies Act. This matter has been disclosed in note 37(e) to thefinancial statements.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Amit Yadav
Partner
Membership Number: 501753 UDIN: 22501753AINELE2254
Place of Signature: Gurugram
Date: May 06 2022

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTSOF BHARAT SEATS LIMTED

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 with reference to financial statementsof Bharat Seats Limited ("the Company") as of March 312022 in conjunction withour 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 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 ("ICAI"). 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 the 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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to these financial statements based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing asspecified under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both issued by ICAI. 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 tothese financial statements was 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 these financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to these financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements 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 these financial statements.

Meaning of Internal Financial Controls With Reference to these Financial Statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect 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 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 adequate internal financialcontrols with reference to financial statements and such internal financial controls withreference to financial statements were operating effectively as at March 31 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Amit Yadav
Partner
Membership Number: 501753
Place of Signature: Gurugram UDIN:22501753AINELE2254
Date: May 06 2022

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