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Centrum Capital Ltd.

BSE: 501150 Sector: Financials
NSE: CENTRUM ISIN Code: INE660C01027
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OPEN 24.80
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VOLUME 10862
52-Week high 47.65
52-Week low 18.20
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Mkt Cap.(Rs cr) 1,009
Buy Price 0.00
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OPEN 24.80
CLOSE 25.20
VOLUME 10862
52-Week high 47.65
52-Week low 18.20
P/E
Mkt Cap.(Rs cr) 1,009
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Centrum Capital Ltd. (CENTRUM) - Auditors Report

Company auditors report

To the Members of

Centrum Capital Limited

Report on the Audit of the Standalone Financial Basis for OpinionStatements

Opinion

We have audited the standalone financial statements of CentrumCapital Limited (the ‘Company') which comprise the Balance Sheet as at 31stMarch 2022 the Statement of Profit and Loss the Statement of Changes in Equity and theStatement of Cash Flows for the year then ended and notes to the standalone financialstatements including a summary of Significant Accounting Policies and other explanatoryinformation.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (the ‘Act') in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended and other accounting principles generally accepted inIndia of the state of affairs of the Company as at 31st March 2022 and its losschanges in equity and its cash flows for the year ended on that date.

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit ofthe Standalone Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (the ‘ICAI') together with the ethical requirements thatare relevant to our audit of the standalone financial statements under the provisions ofthe Act and the Rules thereunder and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters. We have determined the matters described below to be the key audit mattersto be communicated in our report.

Carrying value of investments in subsidiaries and an associate (ReferNote 8 to the standalone financial statements)

Sr. No. Key audit matter(s) How our audit addressed the key audit matter(s)
1. The Company has equity investments in subsidiaries and an associate amounting to H 96233.28 lakhs as at 31st March 2022 (the ‘investments') which are carried at cost as per Ind AS 27 Separate Financial Statements. Our audit procedures included but were not limited to the following:
We considered the valuation of such investments to be significant to the audit because of the materiality of the investments to the standalone financialstatements of the Company. - Understood the design and implementation of relevant internal controls with respect to Investments including its impairment assessment;
The management assesses at least annually the existence of impairment indicators of each investments. The recoverable amounts of the Investments is determined based on the management's estimates flows and their of future cash judgment with respect to the subsidiaries and associate performance. - Performed necessary audit procedures to test the operating effectiveness of the relevant internal controls with respect to valuation of Investments during the year ended and as of 31st March 2022;
Accordingly the impairment of investments was determined to be a key audit matter in our audit of the standalone financial Statements. - We compared the carrying values of the investment in subsidiaries and associate for which audited financial statements were available with their respective net asset values and earnings for the period;
- We obtained management's evaluation of impairment analysis and evaluated the forecast of future cash flows used by the management in the model to compute the recoverable value/ value in use;
- We have evaluated valuation reports issued by an independent valuers for valuation of investments in subsidiary companies and associate. We have verified the valuation reports particularly with reference to underlying assumptions in discussion with external valuers; and
- We have also verified the independence and competence of the valuers and scope of the assignments. We assessed the disclosures made in the standalone financial statements.

2. Valuation of Market Linked Debentures (Refer Note 18 to the standalone financialstatements)

The Company has significant amount of outstanding Market Linked Debentures (MLDs) as on 31st March 2022 aggregating H 27109.69 lakhs. Also the Company has engaged external experts for valuation of MLDs. Our audit procedures included but were not limited to the following:
We have identifiedthe valuation of and the accounting treatment for MLDs as a key audit matter because the accounting and valuation of MLDs involves a significant degree of management's judgment and external expert's opinion. - Inspected Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized;
- Understood the design and implementation of relevant internal controls with respect to MLDs;
- Performed necessary audit procedures to test the operating effectiveness of the relevant internal controls with respect to MLDs during the year ended and as of 31st March 2022;
- Verified the terms and condition of the MLDs with the MLDs deed prospectuses and other supporting documents;
- Verified the calculations carried out to separate the derivative component from MLDs;
- We examined the valuation report from external experts engaged by the Company to identify the value of derivative element which was assessed by us particularly with reference to underlying assumptions in discussion with external experts; and
We have also verified the independence and competence of the valuers and scope of the assignments.

We have determined the matters described below to be the key auditmatters to be communicated in our report.

Information Other than the Financial Statements and Auditor'sReport Thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report Management Discussion and AnalysisBusiness Responsibility Report Corporate Governance Report and Shareholder'sInformation but does not include the standalone financial statements and ourauditor's report thereon.

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

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Act with respect to the preparation of these standalonefinancial statements 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 Indian AccountingStandards specified under Section 133 of the Act. 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 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 financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management 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 management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol;

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch 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 concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern; and

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matter

The standalone financial statements includes the audited financialstatements of one (1) Trust whose financial statements reflect total assets of RS2375.97 lakhs as at 31st March 2022 total revenue of RS 1.42 lakhs for the year ended31st March 2022 and net cash outflows of RS 11.74 lakhs for the year ended 31st March2022 as considered in the standalone financial statements. These audited financialstatements have been audited by other auditor and our opinion on the standalone financialstatements in so far as it relates to the amounts and disclosures included in respect ofthis Trust is based solely on such audited financial statements. In our opinion andaccording to the information and explanations given to us by the Board of Directors thesefinancial statements are not material to the Company.

The annual standalone financial statements for the year ended 31stMarch 2021 was audited by another auditor vide their unmodified audit report dated 22ndJune 2021 whose report has been furnished to us by the management and which has beenrelied upon by us for the purpose of our audit of the standalone financial statements.

Our opinion is not modified in respect of these matters.

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 Section143(11) of the Act we give in the Annexure ‘A' a statement on the mattersspecified in paragraphs 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 the Statement of Changes inEquity and the Statement of Cash Flows dealt with by this Report are in agreement with thebooks of account;

(d) in our opinion the aforesaid standalone financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act;

(e) on the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in terms of Section164(2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure ‘B';

(g) with respect to the other matters to be included in theAuditor's Report in accordance with the Section 197(16) of the Act in our opinionand according to the information and explanations given to us the remuneration paid bythe Company to its directors during the current year is in accordance with the provisionsof Section 197 of the Act. The remuneration paid to any director is not in excess of thelimit laid down under Section 197 of the Act. Further the Ministry of Corporate Affairshas not prescribed other details under aforesaid section which are required to becommented upon by us.

(h) with respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us;

(i) the Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements – (Refer Note 36 to the standalonefinancial statements);

(ii) the Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts – (Refer Note 5 to the standalone financial statements);

(iii) there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company;

(iv) (a) the management of the Company has represented that to thebest of its knowledge and belief other than as disclosed in the notes to the standalonefinancial statements during the year no funds have been advanced or loaned or invested(either from borrowed funds or share premium or any other sources or kind of funds) by theCompany to or in any other person or entity including foreign entities (the‘Intermediaries') with the understanding whether recorded in writing orotherwise that the intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany (the ‘Ultimate Beneficiaries') or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) the management of the Company has represented that to the best ofits knowledge and belief other than as disclosed in the notes to the standalone financialstatements during the year no funds have been received by the Company from any person orentity including foreign entities (the ‘Funding Parties') with theunderstanding whether recorded in writing or otherwise that the Company shall whetherdirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Funding Party (the ‘UltimateBeneficiaries') or provide any guarantee security or the like on behalf of theUltimate Beneficiaries; and

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

(v) the Company neither declared nor paid dividend during the year.Accordingly the Company is not required to comply with Section 123 of the Act.

ANNEXURE ‘A' TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in Paragraph 1 of our report of even date)

(i) (a) (A) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of property plant andequipment;

(B) The Company is maintaining proper records showing full particularsof intangible assets;

(b) According to the information and explanations to us the Companyhas a program of physical verification of property plant and equipment to cover all theitems in a phased manner over a period of three years which in our opinion isreasonable having regard to the size of the Company and nature of its assets. Nodiscrepancies were noticed on such physical verification.

(c) The title deed of immovable property disclosed in the financialstatements is held in the name of the Company.

(d) The Company has not revalued any of its property plant andequipment during the year.

(e) No proceedings have been initiated during the year or are pendingagainst the Company as at 31st March 2022 for holding any benami property under theBenami Transactions (Prohibition) Act 1988 (as amended in 2016) and rules madethereunder. Accordingly the Paragraph 3(i) (e) of the Order is not applicable to theCompany.

(ii) (a) The Company did not have inventories either at the beginningor at the end of the year. Accordingly the Paragraph 3(ii)(a) of the Order is notapplicable to the Company; and

(b) The Company has been sanctioned working capital limits in excess offive crore rupees during the year in aggregate from banks and/or financial institutionson the basis of security of current assets. The quarterly returns/ statements are notrequired to be filed by the Company with such banks and/or financial institutions.

(iii) (a) During the year the Company has provided loans or providedadvances in the nature of loans or stood guarantee or provided security to the followingentities:

( Rs in Lakhs)

Sr No Particulars Guarantees Loans
1 Aggregate amount granted / provided during the year
- Subsidiaries 21000.00 44461.05
- Associates Nil 15.00
- Others Nil 3.00
2 Balance outstanding as at 31st March 2022 in respect of above cases
- Subsidiaries 53816.80 821.79
- Associates Nil Nil
- Others Nil 83.78

(b) According to the information and explanations given to us and therecords examined by us the investments made and the terms and conditions of the grant ofall loans and advances in the nature of loans and guarantees provided by the Companyduring the year are prima facia not prejudicial to the Company's interest;

(c) According to the information and explanations given to us inrespect of loans granted by the Company the schedule of repayment of principal andpayment of interest in respect of the loans and advances in the nature of loans has beenstipulated and the repayments or receipts during the year are regular as per stipulation;

(d) According to the information and explanations given to us inrespect of the aforesaid loans and advances in the nature of loans there is no overdueamount for more than ninety days;

(e) According to the information and explanations given to us therewere no loans or advances in the nature of loan granted which have fallen due during theyear have been renewed or extended. Further there were no instances of fresh loans beinggranted to settle the over dues of existing loans given to the same parties; and

(f) According to the information and explanations given to us theCompany has not granted any loans or advances in the nature of loans either repayable ondemand or without specifying any terms or period of repayment during the year.Accordingly the Paragraph 3(iii)(f) of the Order is not applicable to the Company.

(iv) The Company has complied with the provisions of Sections 185 and186 of the Act in respect of grant of loans making investments and providing guaranteesand securities as applicable.

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public during the year to which the directives issued bythe Reserve Bank of India and the provisions of Sections 73 to 76 and other relevantprovisions of the Act and the rules framed thereunder apply. Accordingly the Paragraph3(v) of the Order is not applicable to the Company.

(vi) The maintenance of cost records has not been specified by theCentral Government under Section 148 of the Act. Accordingly the Paragraph 3(vi) of theOrder is not applicable to the Company.

(vii) (a) The Company is generally regular in depositing the undisputedstatutory dues including goods and services tax provident fund employees' stateinsurance income-tax duty of customs cess and any other statutory dues to theappropriate authorities. There are no arrears of outstanding statutory dues as on the lastday of the financial year for a period of more than six months from the date they becamepayable; and

(b) There are no statutory dues referred to (a) above which have notbeen deposited on account of any dispute.

(viii) There are no transactions relating to previously unrecordedincome that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961. Accordingly the Paragraph 3(viii) of theOrder is not applicable to the Company.

(ix) (a) According to the information and explanations given to us andon the basis of our audit procedures the Company has not defaulted in repayment of loansor other borrowings or in the payment of interest thereon to any lender;

(b) According to the information and explanations given to us and onthe basis of our audit procedures the Company has not been declared wilful defaulter byany bank or financial institution or government or any government authority;

(c) According to the information and explanations given to us theCompany has prima facie utilized the money obtained by way of term loans during the yearfor the purposes for which they were obtained;

(d) According to the information and explanations given to us and theprocedure performed by us and on an overall examination of the financial statements of theCompany we report that no funds raised on short-term basis have prima facie been usedfor long-term purposes by the Company;

(e) According to the information and explanations given to us on anoverall examination of the financial statements of the Company the Company has not takenany funds from any entity or person on account of or to meet the obligations of itssubsidiaries or associate as defined under the Act. The Company does not have a jointventure; and

(f) According to the information and explanations given to us theCompany has not raised any loans during the year on the pledge of securities held in itssubsidiaries or associate as defined under the Act. The Company does not have a jointventure.

(x) (a) According to the information and explanations given to us wereport that the Company has not raised monies by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Accordingly the Paragraph3(x)(a) of the Order is not applicable to the Company; and

(b) According to the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares orconvertible debentures (fully partially or optionally convertible) during the year.Accordingly the Paragraph 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) During the course of our examination of the books and recordsof the Company carried out in accordance with generally accepted auditing practices inIndia and we have neither come across any fraud by the Company or any fraud on the Companyor reported during the year nor have we been informed of such case by management;

(b) According to the information and explanations given to us and onthe basis of our audit procedures no report under Section 143(12) of the Act has beenfiled in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules2014 with the Central Government during the year and upto the date of this report; and

(c) According to the information and explanations given to us thereare no whistle blower complaints received by the Company during the year and upto the dateof this report.

(xii) The Company is not a Nidhi Company. Accordingly the Paragraph3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and onthe basis of our audit procedures the Company is in compliance with Sections 177 and 188of the Act with respect to applicable transaction with the related parties and therelevant details of such related party transactions have been disclosed in the financialstatements as required under the applicable Indian Accounting Standards.

(xiv) (a) According to the information and explanations given to usthe Company has adequate internal audit system commensurate with the size and the natureof its business; and

(b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.

(xv) According to the information and explanations given to us and inour opinion the Company during the year has not entered into any non-cash transactionswith directors or persons connected with its directors and accordingly the provisions ofSection 192 of the Act is not applicable. Accordingly the Paragraph 3(xv) of the Order isnot applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly the Paragraph 3(xvi)(a) of theOrder is not applicable to the Company;

(b) According to the information and explanations given to us and inour opinion the Company has not conducted Non-Banking Financial or Housing Financeactivity. Accordingly the Paragraph 3(xvi)(b) of the Order is not applicable to theCompany;

(c) According to the information and explanations given to us and inour opinion the Company is not a Core Investment Company (CIC) as defined in theregulations made by the Reserve Bank of India; and

(d) According to the information and explanations given to us theGroup to which the Company belongs has no CIC as part of the Group.

(xvii) According to the information and explanations given to us theCompany has incurred cash losses in the current and the immediately preceding financialyear amounting to RS 2408.91 lakhs and RS 565.50 lakhs respectively.

(xviii) According to the information and explanations given to usthere has been no resignation of statutory auditors during the year. Accordingly theParagraph 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that Company is not capable of meeting its liabilities existing as at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts uptothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) (a) There are no unspent amounts towards Corporate SocialResponsibility on other than ongoing projects requiring a transfer to a Fund specified inSchedule VII to the Act in compliance with second proviso to Section 135(5) of the Act.Accordingly the Paragraph 3(xx)(a) of the Order is not applicable to the Company; and

(b) There are no unspent amounts towards Corporate SocialResponsibility ongoing projects requiring a transfer to a Special account in compliancewith the provisions of Section 135(6) of the said Act. Accordingly the Paragraph 3(xx)(b)of the Order is not applicable to the Company.

SHARP & TANNAN

Chartered Accountants

Firm's Registration No. 109982W

by the hand of

Edwin P. Augustine

Partner

Membership No. 043385

UDIN: 22043385AJXETY9858

Mumbai 30th May 2022

ANNEXURE ‘B' TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in Paragraph 2(f) of our report of even date)

Report on the Internal Financial Controls under Section 143(3)(i) ofthe Companies Act 2013 (the ‘Act')

We have audited the internal financial controls over financialreporting of Centrum Capital Limited (the ‘Company') as of 31st March2022 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the ‘Guidance Note') issued by the Institute of CharteredAccountants of India (the ‘ICAI'). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note and the Standards on Auditing issued by theICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. 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 overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of internal financial controls over financial reporting

A company's internal financial control over financial reporting isa process 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 controlover financial reporting includes those policies and procedures that: (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions 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 expenditure of the company are being made only in accordance with authorisations 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 Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not to bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2022 based on theinternal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI.

SHARP & TANNAN

Chartered Accountants

Firm's Registration No. 109982W

by the hand of

Edwin P. Augustine

Partner

Membership No. 043385

UDIN: 22043385AJXETY9858

Mumbai 30th May 2022

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