To the Members of Crompton Greaves Consumer Electricals Limited
REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
We have audited the standalone financial statements of Crompton GreavesConsumer Electricals Limited (theCompany') which comprise the Balance Sheet asat 31st March 2020 and the Statement of Profit and Loss the Statement ofChanges in Equity and the Statement of Cash Flows for the year then ended and notes tothe Standalone financial statements including a summary of the significant accountingpolicies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial by the Companies Act 2013 (theAct') in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2020 and profit changes in equity and its cash flows for the yearended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)together with ethical requirements that are relevant to our audit of the standalonefinancial 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 opinion.
Emphasis of Matter
We draw attention to Note 45 to the standalone financial results which explainsCOVID-19 that has caused significant disruptions in the business operations of companiesacross India and has caused significant challenges. One such challenge being inability forthe Company to conduct a physical verification of inventories for the year-end 31st March2020 due to Government having imposed restrictions during the lockdown on account ofhealth travel and safety concerns.
The Company's management however conducted physical verification of inventories ondates other than the date of financial statements but prior to the date of the boardmeeting to be held for the purpose of adopting the financial results at certain locations(factories and warehouses) and has made available the documents in confirmation thereof.Inventories being material to the financial statements/results of the Company theStandard on Auditing (SA) 501 Audit Evidence - Specific Considerations for Selecteditems cast a duty on us to obtain sufficient appropriate audit evidence regarding theexistence and condition of inventories. give the information required We have performedalternate audit procedures based on documents and other information made available to usto audit the existence of inventories as per the Guidance provided by the Standard onAuditing (SA) 501 Audit Evidence - Specific Considerations for Selected items andhave obtained sufficient appropriate audit evidence to issue our unmodified opinion onthese standalone financial results.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those that in our professional judgement were of mostsignificance in our audit of the standalone financial statements of the current year.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.
We have determined the matters described below to be the key audit matters to becommunicated in our report.
1. Goodwill (refer notes 2 and 38 to the standalone financial statements) Onthe demerger of the Consumer Business Crompton Greaves Limited (CGL) (now CG Power andIndustrial Solutions Limited) and in terms of Scheme of accounting and auditingArrangement' the assets and liabilities of the Consumer Business along with certain brandusage rights were transferred to Crompton Greaves Consumer Electricals Limited (CGCEL).The excess of liabilities over net assets based on fair value and the share capitalamounting to ` 779.41 crore was recorded as Goodwill in the books of CGCEL. The Companyhas adopted the policy of amortising the goodwill in the books of account on the outcomeof impairment test if there is an indication of impairment as at the reporting date. Basedon the valuation done by the management's consultant the value of the goodwill is morethan book value of goodwill as at 31st March 2020 and hence there is no indication ofimpairment.
We draw attention to note 45 to the standalone statements and our observations underparagraph Emphasis of Matter of our report. Due to the inherent uncertainty involved inforecasting and discounting future cash flows determination of discount and terminalgrowth rates which are the basis for computing the value of goodwill and the assessmentof recoverability these are the key judgement areas. In view of the above the Companyhas carried out an impairment assessment of goodwill using the value-in-use model which isbased on the net present value of the forecast earnings of the cash generating units. Thecomputation involved using certain assumptions around discount rates growth rates andcash flow forecasts. Accordingly this is considered as the key audit matter.
Principal Audit Procedures
We have performed the audit procedures circumstances as stated above including:
a) Critically reviewing the Company's assumptions pertaining to externally derived datain relation to key inputs such as long-term growth rates and discount rates;
b) Assessed the appropriateness of the forecasted cash flows based on our understandingof the business and sector experience;
c) Recalculated the weighted average cost of capital (WACC) used to discount the cashflows and assessed those rates to be reasonable based on knowledge of the economicenvironment and the risk premium associated with respective industries and countries.
d) Compared the cash flow forecasts used in the impairment assessment prepared bymanagement consultant with the budgeted numbers to the extent available;
e) Evaluated the reasonableness of the forecasts made by the management by comparingpast forecasts to historical results where this was available and by comparing to thecurrent year results of the Company;
f) Subjected related key assumptions to sensitivity analysis;
g) Evaluated whether the Company's disclosures concerning the sensitivity of theimpairment assessment to changes in key assumptions reasonably reflected the risksinherent in the valuation of goodwill;
h) Skeptically reviewed management's assumptions judgement and the appropriateness ofthe valuation model used;
i) Tested the mathematical accuracy of management's calculations.
Our audit procedures did not reveal material variations.
2. Ongoing tax matters including provision for tax
The Company's unsettled tax positions includes matters under dispute which involvessignificant determine the possible outcome of these disputes. These provisions areestimated using a significant thedegree of management judgement in interpreting thevarious relevant rules regulations and practices. Provision for tax is also based on thepresumption of significant estimates and assumptions on the allowability / disallowabliltyof claims at the assessment level. Hence it is considered as a Key Audit Matter.
Principal Audit Procedures
We have performed audit procedures which including:
a) Obtained understanding of the key uncertain tax provisions and also obtainedinformation of completed tax assessments and demands / refunds received by the Companyduring the financial year 2019-20;
b) Critically reviewed the processes and controls in place over tax assessments anddemands / refunds through discussions with the management's internal experts / externalconsultants and reviewed the communications with those charged with governance pertainingto this issue;
c) Involved our tax team to discuss with the appropriate management to criticallyevaluate the key assumptions in estimating the tax provisions and assessed the possibleoutcome of the assessment / demands of the disputed claims. Our tax team considered pastprecedence and other rulings in evaluating Company's position on these uncertain taxpositions.
d) Assessed whether the Company's disclosures in Note 31 to the standalone financialstatements - Contingent liabilities and commitments adequately disclose the relevantfacts and circumstances and potential liabilities of the Company.
e) Further considered the effect of all the information in respect of uncertain taxpositions as at 1st April 2019 and provision for tax to evaluate whether any review wasnecessary to Company's position on these uncertainties.
Our audit procedures did not reveal any negative observations in the matter.
3. Estimates - Provision for warranty
Computation of provision for warranties and returns involves critical evaluation ofhistorical data with respect to the nature of repair and returns and estimation of costsin respect of future warranty claims and refunds. In view of the estimates being based onfacts and circumstances that can change from period to period this is considered to be asignificant judgement. Hence a Key Audit Matter.
Principal Audit Procedures
We have performed audit procedures circumstances as stated above which includes:
a) Reviewed management's contract risk assessments by enquiries inspection of minutesof meeting and review of correspondence with customers where available. As we have theknowledge gained through field involvement and feedback on review of the operationcontract and project reviews we also assessed the justification for and the accuracy ofprovisions;
b) Reviewed the recognition and appropriateness of provisions by re-computing theamounts obtaining management statements evidence and supporting documents such ascorrespondence with clients or legal assessments of internal sources where available;
c) Considered the historical accuracy of estimates made by management through reviewsof actual facts. In order to gain a complete and clear understanding additionallyperformed enquiry procedures and reviewed relevant documents.
Our audit procedures did not reveal any observations of any material differences.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
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 standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other informationand 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. We have nothing to report in thisregard. management
Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial 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 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 Indian AccountingStandards prescribed under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding 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 is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic 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 Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial 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 aggregatethey could reasonably be expected to influence the economic decisions of users taken onthe basis of these standalone 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 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 we are also responsible for expressing our opinion on whether the Companyhas adequate internal financial controls system in place and the operating effectivenessof 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 to continue as agoing concern. If we conclude that a material uncertainty exists we are required to drawattention in our auditor's report to the related disclosures in the standalone financialstatements or if such disclosures are inadequate to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date of our auditor's report. Howeverfuture events or conditions may cause the Company to cease to continue as a going concern;and Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the standalone financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. materialityand qualitative factors in: (i) planning the scope of our audit work and in evaluating theresults of our work; and (ii) to evaluate the effect of any identified misstatements inthe financial statements.
We communicate with those charged with regarding among other matters the plannedscope and timing of the audit and significant audit findings including any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with with a statement that we have complied with relevantethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those with governance we determine those mattersthat were of most significance in the audit of the standalone financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report where applicable and unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
1. As required by the Companies (Auditor's Report) 2016 (the Order') issued bythe Central Government in terms of Section 143(11) of the Act we give in the AnnexureA' a Statement on the matters specified in paragraphs 3 and 4 of the Order tothe extent applicable.
2. As required by Section 143(3) of the Act we
(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 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 prescribed under Section 133 of the Act;
(e) on the basis of the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March charged 2020 from being appointed as a director in terms ofSection 164 (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 the Auditors Report inaccordance with the requirements of Section 197(16) of the Act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Order Company to its directors is in accordance with theprovisions of Section 197 of the Act; and
(h) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information that: and according to the explanations given to us:
(1) the Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - (Refer Note 31 to the standalonefinancial statements);
(2) the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and
(3) the requirements to transfer amounts to the Investor Education and Protection Fundis not presently applicable to the Company.
SHARP & TANNAN
Chartered Accountants Firm's Registration No.109982W
Edwin P. Augustine
Partner Membership No. 043385
Mumbai 15th May 2020
Annexure A' to the Independent Auditor's Report
(Referred to in paragraph 1 of our report of even date)
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed all fixedassets are verified in a phased manner over a period of three years. In accordance withthis programme a portion of the fixed assets has been physically verified by themanagement during the year and no material discrepancies have been noticed on suchverification. In our opinion this periodicity of physical is reasonable having regard tothe size of the Company and the nature of its assets. (Refer Note 45 to the standalonefinancial statements).
(c) According to the information and explanations given to us the title deeds ofimmovable properties are in the name of the Company except in one case of freehold landacquired consequent to the Scheme of Arrangement' with gross and net carryingamounts of ` 0.34 crore and ` 0.34 crore respectively - (Refer Note 2 to the standalonefinancial statements) in respect of which the deeds of conveyance is yet to be completed.The Company is in the process of complying and basis completion thereof to obtain theright of ownership thereon.
(ii) As explained to us inventories have been verified by the management during theyear. In our opinion the frequency of such verification is reasonable. No materialdiscrepancies were noticed on verification between the physical stocks and the bookrecords. (Refer Note 45 to the standalone financial statements and our observations underparagraph Emphasis of Matter of our main report).
(iii) According to the information and explanations give to us the Company has notgranted loans secured or unsecured to companies firms limited liability partnerships orother parties covered in the register maintained under Section 189 of the Act.Accordingly the Paragraph 3(iii) of the Order is not applicable to the Company.
(iv) According to the information and explanations given to us the Company has notgranted any loan or given any guarantees or provided any security to the parties coveredunder Section 185 of the Act. Further assetsby which the Company has not made anyinvestment or given any loan or given any guarantee or provided any security within themeaning of Section 186 of the Act. Accordingly the Paragraph 3(iv) of the Order is notapplicable to the Company.
(v) The Company has not accepted any deposits public during the year to which thedirectives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 andother relevant provisions of the Act and the rules framed thereunder apply.
(vi) The maintenance of cost records has been by the Central Government under Section148(1) of the Act. We have broadly reviewed the cost records maintained by the Companypursuant to the Companies (Cost Records and Audit) Rules 2014 as amended prescribed bythe Central Government under Section 148(1) of the Act and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. We havehowever not made a detailed examination of these accounts and records with a view todetermine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us the Company isgenerally regular in depositing undisputed statutory dues including provident fundemployees' state insurance income tax duty of customs goods and services tax cess andany other statutory dues where applicable to the appropriate authorities. According tothe information and explanations given to us there are no arrears of outstandingstatutory dues as at the last day of the financial year for a period of more than sixmonths from the date they became payable.
(b) According to the information and explanations given to us and the records examinedby us the particulars of income tax sales tax service tax duty of customs duty ofexcise and value added tax as at 31st March 2020 which have not been deposited on accountof a dispute pending are as under:
|Name of the Statute ||Nature of the disputed dues ||Amount (` crore)* ||Period to which the amount relates ||Forum where disputes are Pending |
|The Income Tax Act 1961 ||Tax Interest and Penalty ||10.38 ||2010-11 and 2011-12 ||Commissionerate (Appeals) |
| || || || |
2013-14 to 2016-17
|The Central Sales Tax Act 1956 Local Sales Tax Acts and Works Contract Tax Act and Value Added ||Tax Interest and Penalty ||0.06 60.12 ||1999-2000 1998-99 to 2001-02 ||High Court Commissionerate (Appeals) |
|Tax || ||4.40 ||2003-04 to 2017-18 1996-97 2000-01 ||Tribunal |
| || || || |
2002-03 to 2008-09
|The Central Excise Act 1944 the Customs Act 1962 and Service Tax under the Finance Act 1994 ||Duty Interest and Penalty ||1.37 ||2010-11 and 2011-12 2001-02 ||Commissionerate (Appeals) |
(*net of pre-deposit paid in getting the stay / appeal admitted)
(viii) According to the information and explanations given to us the Company has notdefaulted in repayment of loans or borrowings to financial institutions and banks. TheCompany has not taken any loans or borrowings from Government. The Company has issuedredeemable non-convertible debentures however there are no dues for repayment.
(ix) According to the information and explanations given to us the Company has notraised monies by way of initial public offer or further public offer (including debtinstruments). In our opinion and according to the information and explanations given tous on an overall basis the term loan has been applied for the purpose for which the termloan was obtained.
(x) During the course of our examination of the books and records of the Companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyfraud by the Company or any fraud on the Company by its officers or employees noticed orreported during the year nor have we been informed of such case by management.
(xi) According to the information and explanations given to us the managerialremuneration has been paid / provided in accordance with the requisite approvals mandatedby the provisions of Section 197 read with Schedule V to the Act.
(xii) According to the information and explanations given to us the Company is not aNidhi company. Accordingly the Paragraph 3(xii) of the Order is not applicable to theCompany.
(xiii) According to the information and explanations given to us all the transactionswith the related parties are in compliance with Sections 177 and 188 of the Act whereapplicable. The relevant details of such related party transactions have been disclosed inthe standalone financial statements etc. as required under Indian Accounting Standard(Ind AS) 24 Related Party Disclosures specified under Section 133 of the Act.
(xiv) According to the information and explanations given to us the Company had notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year. Accordingly the Paragraph 3(xiv) of the Order isnot applicable to the Company.
(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with him duringthe year. Accordingly the Paragraph 3 (xv) of the Order is not applicable to the Company.
(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.
SHARP & TANNAN
Chartered Accountants Firm's Registration No.109982W
Edwin P. Augustine
Partner Membership No. 043385
Mumbai 15th May 2020
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) of the Companies Act2013
We have audited the internal financial controls over financial reporting of CromptonGreaves Consumer Electricals Limited (the Company') as of 31st March 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 Reporting (theGuidance Note') issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (theAct').
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
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 standalone financial statements whether due to fraud orerror.
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 systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanations givento us read together with Note 45 to the standalone financial statements and ourobservations under paragraph Emphasis of Matter of our main report the Company has inall material respects an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operatingeffectively as of 31st March 2020 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note issued by the ICAI.
SHARP & TANNAN
Chartered Accountants Firm's Registration No.109982W by the hand of
Edwin P. Augustine
Partner Membership No. 043385
Mumbai 15th May 2020