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Binani Industries Ltd.

BSE: 500059 Sector: Others
NSE: BINANIIND ISIN Code: INE071A01013
BSE 00:00 | 26 May Binani Industries Ltd
NSE 05:30 | 01 Jan Binani Industries Ltd
OPEN 5.47
PREVIOUS CLOSE 5.50
VOLUME 5333
52-Week high 6.03
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 17
Buy Price 5.47
Buy Qty 849.00
Sell Price 5.95
Sell Qty 100.00
OPEN 5.47
CLOSE 5.50
VOLUME 5333
52-Week high 6.03
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 17
Buy Price 5.47
Buy Qty 849.00
Sell Price 5.95
Sell Qty 100.00

Binani Industries Ltd. (BINANIIND) - Auditors Report

Company auditors report

To the Members of Binani Industries Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Adverse Opinion

We have audited the standalone Ind AS financial statements of Binani Industries Limited("the Company") which comprise the balance sheet as at March 31 2019 and thestatement of Profit and Loss (including other comprehensive income) Statement of Changesin Equity and Statement of Cash Flows for the year then ended and notes to the standaloneInd AS financial statements including a summary of significant accounting policies andother explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us because of the significance of the matter discussed in the Basis for AdverseOpinion section of our report the aforesaid standalone Ind AS financial statements do notgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 and loss (includingother comprehensive income) changes in equity and its cash flows for the year ended onthat date.

Basis for Adverse Opinion

(a) During the previous year the Company had not determined fair value of itsinvestments in Binani Cement Limited (BCL) and impairment of loans and advances securitydeposits and trade receivable due from BCL as required by Ind AS 109 - FinancialInstruments on account of ongoing corporate insolvency resolution process at BCL andpending outcome thereof. During the year Corporate Insolvency Resolution Process ('CIRP')initiated on July 25 2017 in respect of UltraTech Nathdwara Cement Limited (formerlyknown as Binani Cement limited) (UNCL) a subsidiary company till July 24 2017 has beencompleted vide National Company Law Appellate Tribunal ('NCLAT') order dated November 142018. Accordingly the Company has written off its investments in UNCL in equity shares ofRs 339738.52 Lakhs preference shares of Rs 1620.84 Lakhs loans and advances of Rs700.00 Lakhs security deposits of Rs 100.00 Lakhs and trade receivable of Rs 1507.69Lakhs. However the Company has not released the associated Business ReorganisationReserve (BRR) to the Statement of Profit and Loss. In our opinion had the Company followedprinciples of Ind AS 109 - Financial Instruments and determined the fair value ofthe investment and impairment of loans and advances security deposits and tradereceivable as stated above in previous year part or full amount of the write offs recordedin current year might have been recorded in previous year. (Refer Note 39 to the FinancialStatements).

(b) Pursuant to NCLAT order UNCL has discharged its obligation towards Export-ImportBank of India (EXIM) as a guarantor for the loan procured by the Company. However theCompany has written back the outstanding loan amount of Rs 46556.43 Lakhs and interestpayable of Rs. 24077.52 Lakhs to EXIM Bank. The Company has also written back the InterCorporate Deposit of Rs. 114857.24 Lakhs and interest thereon of Rs. 9298.65 Lakhspayable to UNCL as at March 31 2019. In absence of any document confirming the companybeing legally released from primary responsibility for the liability either by process oflaw or by the UNCL and basis the confirmation received by us from UNCL in our opinion theaccounting treatment followed by the Company for extinguishment of these liabilities isnot in accordance with Ind AS -109: Financial Instruments. (Refer Note 39 to theFinancial Statements).

(c) The Company has not recognised impairment of loans and advances due from GlobalComposit Holding Inc. amounting to Rs. 4924.89 Lakhs (net of provision amounting Rs2853.96 Lakhs) as at March 31 2019 as required by Ind AS 109- 'Financial Instruments'on account of financial instability of these subsidiary companies (Refer Note 49 to theFinancial Statements).

(d) The Company has given corporate guarantees aggregating to Rs. 34121.44 lakhs as atMarch 31 2019 to banks and financial institutions on behalf of various subsidiaries. TheCompany has not determined the loss allowances if any in respect of these corporateguarantees as required by Ind AS 109 - 'Financial Instruments'. (Refer Note 36 (ii)to the Financial Statements)

(e) Few creditors of the Company have filed insolvency petition under the Insolvencyand bankruptcy Code 2016 (IBC) however the Company is in the process of seekingsettlement of the claims with these parties. Further the Punjab National Bank has filed apetition under Section 7 of the IBC before the NCLT Kolkata Bench Kolkata against theCompany being a guarantor to the loans availed by Edayar Zinc Limited a subsidiarycompany which is sub-judice (Refer Note 36(iii) and 50 to the Financial Statements).

(f) The Company has transferred the increase/ decrease in fair value of all equityinvestments including investments in subsidiaries to Business Reorganisation Reserve (BRR)in accordance with the scheme of Amalgamation approved by Hon'ble High Court at Calcuttaon March 8 2014. Further in accordance with the said scheme the Company has offsetcertain expenses (net) amounting to Rs. 939.85 Lakhs against BRR during the year endedMarch 31 2019. (Refer Note 53 to the Financial Statements).

Had the Company given effects of the above stated matters many elements in theFinancial Statements of the Company would have been materially affected. The effects onthe Financial Statements of the failure to account for the matters stated above have notbeen determined.

Our auditor's report on the standalone financial statements for the year ended March31 2018 contained disclaimer opinion.

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013 ("the Act"). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics andprovisions of the Act that are relevant to our audit of the standalone financialstatements in India under the Act and we have fulfilled our other ethicalresponsibilities in accordance with the Code of Ethics and the requirements under the Act.We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our adverse opinion.

Material uncertainty related to Going Concern

Management has prepared the Standalone Ind AS Financial Statements on going concernbasis in spite of the following facts and circumstances:

1) The Company has reported losses before taxes and exceptional items of Rs. 47.47lakhs for the year ended March 31 2019.

2) The constant decrease in the operations of the Company.

3) Significance of the matters stated in Basis for Adverse opinion paragraph above.

This situation indicates the existence of a material uncertainty that may castsignificant doubt on the Company's ability to continue as a going concern and thereforethe Company may unable to realise its assets and discharge its liabilities in the normalcourse of business. (Refer Note 47 to the Statement)

Our auditor's report on the standalone Ind AS financial statements for the year endedMarch 31 2018 also contained the above material uncertainty related to Going Concern.

Information Other than the Standalone Ind AS Financial Statements and Auditor's ReportThereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and Analysisand Board's Report including Annexures to Board's Report etc but does not include thestandalone Ind AS financial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. As described in the Basis for AdverseOpinion section above we have concluded that the other information is materiallymisstated for the same reason with respect to the amounts or other items in the ManagementDiscussion and Analysis and Board's Report including Annexures to Board's Report.

Key Audit Matters

Except for the matter described in the Basis of Adverse Opinion section we havedetermined that there are no key audit matters to communicate in our report.

Responsibilities of Management and Those Charged with Governance for the Standalone IndAS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments 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 standalone Ind AS financial statement that give a trueand fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements the Board of Directors isresponsible 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 the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

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

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

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.

We give in "Annexure A" a detailed description of Auditor's responsibilitiesfor Audit of the Standalone Ind AS Financial Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure B" 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 except for the possible effects of the matter described in theBasis of Adverse Opinion above obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purposes of our audit.

(b) Except for the possible effects of the matter described in the basis of AdverseOpinion section above in our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss the Statement of Changes inEquity and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.

(d) Due to the effect of matter described in para (a) and (b) and possible effects ofthe matters described in para (c) to (e) in the basis of adverse opinion paragraph abovethe aforesaid standalone Ind AS financial statements do not comply with the AccountingStandards specified under Section 133 of the Act.

(e) The matters described in the basis of adverse opinion paragraph and in the modifiedreport on Internal Financial Controls over financial reporting (Annexure C) in ouropinion may have an adverse effect on the functioning of the Company.

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

(g) The adverse remark relating to the maintenance of accounts and other mattersconnected therewith are as stated in the Basis for Adverse Opinion paragraph above.

(h) With respect to the adequacy of the internal financial controls with reference tostandalone financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure C".

(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 in our opinionand to the best of our information and according to the explanations given to us:

i. In view of the matter stated in para (d) and (e) in the basis of adverse opinionparagraph we are unable to state whether Note 36 to the standalone Ind AS financialstatements disclose the complete impact of pending litigations on its financial positionin its standalone Ind AS financial statements;

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

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

3. As required by The Companies (Amendment) Act 2017 in our opinion according toinformation explanations given to us the remuneration paid by the Company to itsdirectors is within the limits laid prescribed under Section 197 of the Act and the rulesthereunder.

For MSKA & Associates
Chartered Accountants
ICAI Firm Registration No. 10 5 047W
Anita Somani
Partner
Place: Mumbai Membership No.124118
Date: November 22 2019 UDIN No. 19124118AAAALO8068

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT ON EVEN DATE ON THE STANDALONE IND ASFINANCIAL STATEMENTS OF BINANI INDUSTRIES LIMITED

Auditor's Responsibilities for the Audit of the Financial Statements

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

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act 2013 we are also responsible for expressing our opinion on whether thecompany has internal financial controls with reference to financial statements in placeand 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 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 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 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.

For MSKA & Associates
Chartered Accountants
ICAI Firm Registration No. 10 5 047W
Anita Somani
Partner
Place: Mumbai Membership No.: 124118
Date: November 22 2019 UDIN No. 19124118AAAALO8068

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

[Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'in the Independent Auditors' Report of even date to the members of

Binani Industries Limited ('the Company^ on the standalone Ind AS financial statementsfor the year ended March 31 2019]

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

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

(c) According to information and explanations given to us and based on our examinationof the records of the Company the title deeds of immovable properties are held in thename of the Company.

ii. According to the information and explanation provided to us by the managementCompany's business does not involve inventories and accordingly the requirements underparagraph 3 (ii) of the Order are not applicable to the Company.

iii. The Company has granted loans and advances secured or unsecured to 2 Companiescovered in the register maintained under section 189 of the Companies Act 2013.

(a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the rate of interest and other terms andconditions on which the loan have been granted to one of the Company listed in theregister maintained under Section 189 of the Act (total loan amount granted Rs. 197.89lacs and balance outstanding as at balance sheet date Rs. 325.28 lacs) are not primafacie prejudicial to the interest of the Company.

(b) In the case of the loans granted to the Companies listed in the register maintainedunder section 189 of the Act schedule of repayment of principal have not been stipulated.Hence clause (iii) (b) and (c) of the Order are not commented on.

iv. In our opinion and according to the information and explanation given to us duringthe year the Company has given loan to one party covered under section 186 of theCompanies Act 2013 at NIL rate of interest. Details for non-compliance are:

Particulars Name of the Party Amount Involved (Rs. In Lakhs) Balance as at Balance Sheet (Rs in Lakhs)
Loan given at rate of interest lower than prescribed Edyar Zinc Limited 765.56 765.56

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of Sections 7374 75 and 76 of the Act and the rules framed there under.

vi. The provisions of sub-section (1) of section 148 of the Act are not applicable tothe Company as the Central Government of India has not specified the maintenance of costrecords for any of the products of the Company. Accordingly the provisions stated inparagraph 3 (vi) of the Order are not applicable to the Company.

vii. (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund employees' state insurance incometax sales tax good and service tax service tax duty of custom value added tax cessand other material statutory dues as applicable to it except for slight delay in fewcases. According to the information and explanations given to us no undisputed arrears ofstatutory dues were outstanding as at March 31 2019 for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us and examination ofrecords of the Company there are no dues of sales-tax custom duty service tax and valueadded tax which have not been deposited with the appropriate authorities on account ofany dispute expect in cases which is described below:

Name of the statute Nature of the dues Amount (Rs. In lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax Matters 0.49 FY 2002-03 CIT (A)
Income Tax Act 1961 Income Tax Matters 32.10 FY 2009-10 CIT (A)
Gujrat Value Added Tax 2003 Value Added Tax(VAT) 146.73 FY 2013-14 CIT (A)

viii. According to the records of the Company examined by us and information andexplanation given to us the Company has defaulted in repayment of dues to bank asfollows. The Company does not have any loans or borrowings from any financial institutiongovernment or debenture holders during the year. Also refer para (a) of the Basis forAdverse Opinion paragraph of our main audit report.

Particulars Principal Amount (In lacs) Interest Accrued (In lacs) Remarks if any Period of Default
Export Import Bank of India 46556.43 24077.52 Term Loan 23 to 46 months

ix. The Company has not obtained any moneys by way of initial public offer or furtherpublic offer (including debt instrument) and term loans were applied for the purpose forwhich those were raised during the year.

x. According to the information and explanation provided by the management and duringthe course of our examination of the books and records of the Company carried out inaccordance with the generally accepted auditing practices in India and according to theinformation and explanations given to us we have neither come across any instance offraud by the Company or any instance of fraud on the Company by its officers/employees hasbeen noticed or reported during the year nor have we been informed of such case by themanagement.

xi. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/ provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

xii. In our opinion and according to information and explanation given to us theCompany is not Nidhi Company. Accordingly the provisions stated in paragraph 3(xii) ofthe Order are not applicable to the company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly the provisions stated in paragraph 3 (xiv) of the Order are notapplicable to the Company.

xv. According to information and explanations given to us and based on our examinationof the records of the Company the Company has not entered into any non-cash transactionswith directors or persons connected with him. Accordingly paragraph 3 (xv) of the Orderis not applicable.

xvi. In our opinion the Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934 and accordingly the provisions stated inparagraph clause 3 (xvi) of the Order are not applicable to the Company.

For MSKA & Associates
Chartered Accountants
ICAI Firm Registration No. 10 5 047W
Anita Somani
Partner
Place: Mumbai Membership No.: 124118
Date: November 22 2019 UDIN No. 19124118AAAALO8068

ANNEXURE C TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND ASFINANCIAL STATEMENTS OF BINANI INDUSTRIES LIMITED

[Referred to in paragraph 'h' under 'Report on Other Legal and Regulatory Requirements'in the Independent Auditors' Report]

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 Binani Industries Limited ("the Company") as of March 31 2019 in conjunctionwith our audit of the standalone Ind AS financial statements of the Company for the yearended 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 with reference to financial statementscriteria 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 (ICAI) (the"Guidance Note"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under 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 on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating 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 adverse audit opinion on the Company's internal financial controlswith reference 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) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material 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.

Adverse opinion

As described in basis of adverse opinion paragraph of our main report the Company hasnot established adequate internal financial controls with respect to matters statedtherein and that financial controls that have been established were not operatingeffectively. While reference may be made to the aforesaid Paragraph according to theinformation and explanations given to us and based on our audit the following materialweaknesses have been identified as at March 31 2019 :

(a) Deficiencies in non-assessment of impact of Indian Accounting Standards (Ind AS)for items described in basis for adverse opinion paragraph (c) and

(d) of our main report.

(b) Deficiencies in maintenance of books of accounts and documentation for stand takenby the management for items described in basis for adverse opinion paragraph (a) to (e) ofour main report.

A 'material weakness' is a deficiency or a combination of deficiencies in internalfinancial control with reference to financial statements such that there is a reasonablepossibility that a material misstatement of the company's annual or interim financialstatements will not be prevented or detected on a timely basis.

In our opinion because of the matters described in the basis of adverse opinionparagraph of main report and in view of possible effects of the material weaknessesdescribed above on the achievement of the objectives of the control criteria the Companyhas not maintained internal financial controls with reference to financial statements andsuch internal financial controls with reference to financial statements were not operatingeffectively as of March 31 2019 based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in Guidance Note.

We have considered the material weaknesses identified and reported above in determiningthe nature timing and extent of audit tests applied in our audit of the standalone IndAS financial statements of the Company for the year ended March 31 2019 and thesematerial weaknesses have inter - alia affected our opinion on the standalone Ind ASfinancial statements of the Company and we have issued adverse opinion on the StandaloneInd AS financial statements.

For MSKA & Associates
Chartered Accountants
ICAI Firm Registration No.10 5 047W
Anita Somani
Partner
Place: Mumbai Membership No.: 124118
Date: November 22 2019 UDIN No. 19124118AAAALO8068