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Everest Industries Ltd.

BSE: 508906 Sector: Industrials
NSE: EVERESTIND ISIN Code: INE295A01018
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OPEN 360.15
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VOLUME 2475
52-Week high 419.00
52-Week low 193.35
P/E 9.69
Mkt Cap.(Rs cr) 558
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 360.15
CLOSE 359.50
VOLUME 2475
52-Week high 419.00
52-Week low 193.35
P/E 9.69
Mkt Cap.(Rs cr) 558
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Everest Industries Ltd. (EVERESTIND) - Auditors Report

Company auditors report

To the Members of Everest Industries Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statementsof Everest Industries Limited ("the Company") which comprise the Balance sheetas at March 31 2020 the Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Companies Act 2013 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2020 its profit including other comprehensive income its cash flows and the changesin equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the‘Auditor's Responsibilities for the Audit of the Standalone Ind AS FinancialStatements' section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics' issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Emphasis of Matter paragraph

We draw attention to Note 2.59 to the accompanying standalone financialstatements which describes the impact of COVID 19 pandemic on the Company's operationsand standalone financial statements as assessed by the management. Our opinion is notmodified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone Ind AS financial statements forthe financial year ended March 31 2020. These matters were addressed in the context ofour audit of the standalone Ind AS financial statements as a whole and in forming ouropinion thereon and we do not provide a separate opinion on these matters. For eachmatter below our description of how our audit addressed the matter is provided in thatcontext.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the standalone Ind AS financialstatements section of our report including in relation to these matters. Accordingly ouraudit included the performance of procedures designed to respond to our assessment of therisks of material misstatement of the standalone Ind AS financial statements. The resultsof our audit procedures including the procedures performed to address the matters belowprovide the basis for our audit opinion on the accompanying standalone Ind AS financialstatements.

Key audit matters How our audit addressed the key audit matter
Revenue recognition for long term projects and recoverability of receivables (as described in note 1.4(a) of the standalone Ind AS financial statements)
The Company's significant portion of business is undertaken through long term engineering procurement and construction contracts. Revenue from these contracts is recognized over a period of time in accordance with the requirements of Ind AS 115 • Our audit procedures included testing of Company's revenue recognition accounting policies in compliance with Ind AS 115.
Revenue from Contracts with Customers. Due to the nature of the contracts revenue recognition involves usage of input method which is determined based on proportion of contract costs incurred to date compared to estimated total contract costs which involves significant judgments identification of contractual obligations and the Company's rights to receive payments for performance completed till date risk on collectability due to liquidation damages other penalties imposed by the customers and possible effects from Covid 19 pandemic changes in scope and consequential revised contract price and recognition of the liability for loss making contracts/ onerous obligations. Accuracy of revenues onerous obligations profits and net receivables may deviate significantly on account of change in judgements and estimates therefore this has been considered as key audit matter in our audit of the standalone Ind AS financial statements. • We performed test of controls over management process of assessing its contractual obligation determining the percentage completion and periodical changes in estimates of project cost and project revenue recognition with specific focus on determination of progress of completion recording of project costs incurred and estimation of project costs to complete the remaining contract obligations and collection of overdue receivables through inspection of evidence of performance of these controls.
• We examined the underlying customer contracts costs incurred with estimated costs to identify significant variations and assess whether those variations if any have been considered in estimating the remaining costs to complete and consequential determination of stage of completion.
• We performed tests of details to examine the management assessment of estimated project revenue possible liquidation damages estimated project cost and cost incurred till the year end. We also tested the invoices raised and computation for revenue recognized over a period of time under the input method in Ind AS 115.
• We examined the management assessment of onerous contracts due to change in estimated project cost liquidation damages possible financial exposure from Covid 19 pandemic and other penalties charged by the customer.
• We examined contracts and correspondences where there were significant overdue receivable with marginal or no movement to determine the level of provisioning required in the receivable.
• We evaluated management's assumption and judgment by comparing to the historical collection trends;
• We tested the adequacy of disclosure relating to contractual positions and revenue for the year in the standalone Ind AS financial statements.
Uncertain tax positions impacting valuation of tax provision (as described in note 1.4(b) of the standalone Ind AS financial statements)
The Company has ongoing disputes with the Income tax departments on income tax computation for certain assessment years. These disputes are pending with different Appellate authorities and at the Courts. The management has assessed the future outcome of these ongoing proceedings and exposures which directly affects the valuation of tax provisions in the financial statements. • We obtained details of completed tax assessments and demands for the assessment years under dispute as of March 31 2020.
As the future outcome of these matters and the accounting effects thereof are based on assessment of complex matters which may take time to finally resolve the valuation of tax provision related to uncertain tax position has been considered as key audit matter in our audit of the standalone Ind As financial statements. • We performed test of control over management process of assessment and estimates with regard to the existing tax disputes and uncertain tax positions.
• We inspected written communication between the Company and the tax authorities and involved tax specialist to assess the management's underlying assumptions in estimating the tax provision and the possible outcome of the disputes.
• We also considered the effect of any new information in the current financial year 2019-20 in respect of carried forward uncertain tax positions to evaluate if there is any change in the management's position on these uncertainties.
• We tested the adequacy of provisioning and disclosure relating to uncertain tax positions in accordance with the compliance of Ind AS 12.
Recognition of Government Grant pending notification for revised calculation criteria post GST implementation (as described in note
2.56 of the standalone Ind AS financial statements)
• The Company is entitled to receive an Orissa State incentive in the form of 75% reimbursement of net VAT paid by the Company. Post GST implementation effective July 1 2017 the VAT / CST Acts have been repealed and the State Government has not yet issued any clarification on the revised calculation criteria to claim the incentive. • Our audit procedures included examining of the Company's Government grants and subsidies recognition accounting policy is in compliance with Ind AS 20.
• We checked the computation of the said incentives accrued by the Company.
• The Company's management is regularly following up with the State Govt officials on the status of revised notification and expect it to be issued soon. • We obtained an understanding evaluated the design and tested operating effectiveness of the controls related to the Government grants including the controls in respect of measurement of the grants.
• The Company on the basis of net SGST paid/ payable in the GST regime has recognized an incentive income of 75% of SGST paid aggregating .577.07 lakhs from July 1 2017 to March 31 2020 including incentive income of 161.70 lakhs (previous year 277.82 lakhs) in the statement of profit and loss for the year ended March 31 2020. • We discussed the matter with the Company's in-house tax counsel for an understanding of the relevant Acts and conditions attached thereto and the legal and constitutional right of the Company to receive the benefit post implementation of GST.
• We involved indirect tax specialist to assess the position adopted by the Company.
• The aforesaid incentive recognized by the Company may significantly deviate on account of change in the revised criteria by the State Government to claim the incentive and therefore this has been considered as key audit matter in our audit of the Standalone Ind AS financial statements. • We examined the State Incentive policy to check the eligible quantum and period of incentives.

We have determined that there are no other key audit matters tocommunicate 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 Annual report2019-20 of the Company but does not include the standalone Ind AS financial statements andour auditor's report thereon. The Annual Report is expected to be made available tous after the date of this auditor's report.

Our opinion on the standalone Ind AS financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the standalone Ind AS financialstatements our responsibility is to read the other information and in doing so considerwhether such other information is materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities of Management for the Standalone Ind AS FinancialStatements

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 standaloneInd AS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) specified under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the standalone Ind AS 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 Standalone Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that anaudit conducted 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 Ind AS financialstatements.

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 thestandalone Ind AS financial statements whether due to fraud or error design and performaudit procedures responsive to those risks and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the 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.

• Evaluate the overall presentation structure and content of thestandalone Ind AS financial statements including the disclosures and whether thestandalone Ind AS financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

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 standalone IndAS financial statements for the financial year ended March 31 2020 and are therefore thekey audit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

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 of the Act we give in the "Annexure 1" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) 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 including theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Companies (Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company with reference to these standalone Ind ASfinancial statements and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year endedMarch 31 2020 has been paid / provided by the Company to its directors in accordance withthe provisions of section 197 read with Schedule V to the Act;

(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 as amended in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone Ind AS financial statements – Refer Note 2.33 tothe standalone Ind AS financial statements; ii. The Company did not have any long-termcontracts including derivative contracts for which there were any material foreseeablelosses;

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

>per Sanjay Vij
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number : 301003E/E300005
Partner
Membership Number : 95169
UDIN: 20095169AAAABD4416
Place of Signature: Gurugram
Date: May 29 2020

Annexure 1 referred to in paragraph 1 under the heading "Report onother legal and regulatory requirements" of our report of even date

Re: Everest Industries Limited (‘the Company')

(i) In respect of Fixed Assets

a. The Company has maintained proper records showing full particularsincluding quantitative details and situation of the Property plant and equipment.

b. All fixed assets were physically verified by the management in thefinancial year 2017-18 in accordance with a planned programme of verifying them once inthree years which in our opinion is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verification.

c. According to the information and explanations given by themanagement the title deeds of immovable properties included in property plant andequipment are held in the name of the Company.

(ii) The inventory has been physically verified by the managementduring the year. In our opinion the frequency of verification is reasonable. No materialdiscrepancies were noticed on such physical verification. Inventories lying with thirdparties have been confirmed by them as at year end and no material discrepancies werenoticed in respect of such confirmations.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of clause 3(iii) (a) (b) and(c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has not advanced loans to directors / to a company in which theDirector is interested to which provisions of section 185 of the Companies Act 2013 applyand hence not commented upon. Further in our opinion and according to the information andexplanations given to us provisions of section 186 of the Companies Act 2013 in respectof loans and advances given investments made and guarantees and securities given havebeen complied with by the Company.

(v) The Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148(1) of the Companies Act 2013 and are of the opinion that primafacie the specified accounts and records have been made and maintained. We have nothowever made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of custom dutyof excise value added tax goods and service tax cess and other statutory dues havegenerally been regularly deposited with the appropriate authorities though therehas been delays in a few cases.

(b) According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax goods and services tax service tax sales-tax duty of custom duty ofexcise value added tax cess and other statutory dues were outstanding at the year endfor a period of more than six months from the date they became payable.

(c) According to the records of the Company the dues of income taxsales tax service tax duty of custom duty of excise value added tax and cess onaccount of any dispute are as follows:

( Rs. In Lakhs)
Name of the applicable Nature of dues Forum where the dispute is pending Period to which the amount relates Amount involved Amount Paid Amount unpaid
Act
Demand on account of disallowance of certain claims High Court 2007-08 2009-10 79.39 79.39 -
Income Tax CIT(Appeals) AY 2004-05 to 2016-17 3284.88 3026.38 258.5
Act 1961
Total 3364.27 3105.77 258.5
Demand on account of wrong availament of cenvat credit Assistant Commissioner 2008 to 14 7.54 - 7.54
Deputy Commissioner 2009-10 0.56 - 0.56
Joint Commissioner 2009-10 14.29 - 14.29
Commissioner 2006-07 to 2011-12 7.75 - 7.75
(Appeals)
Commissioner 2007-08 to 2013-14 424.32 - 424.32
Appellate Tribunal 2009-10 2014-15 322.52 29.34 293.18
2015-16
Demand of service tax under section 76 of Finance Act 1994 Assistant Commissioner 2017-18 13.05 13.05 -
Total 790.03 42.39 747.64
2016-17 20.28 - 20.28
Joint Commissioner 1999-2000 2000-01 19.25 9.38 9.87
2007-08 & 2008-09
Additional 2015-16 15.23 1.37 13.86
Commissioner
Commissioner (Appeal) 1997-98 2000-01 to 26.07 1.59 24.48
The Central 2002-03 & 2006-07
Excise Act Joint Commissioner 2009-10 to 2011-12 & 79.55 70.40 9.15
1944 (Appeal) 2013-14
Deputy Commissioner 2012-13 & 2014-15 227.95 86.75 141.2
(Assessment)
Appellate Tribunal 1997-98 to 1998-99 and 57.58 35.56 22.02
2009-10 to 2013-14
Demand on account of purchase tax on fly ash Madras High Court 1990-91 1992-93 & 13.18 12.89 0.29
1995-1996
Assessing Officer 1996-97 5.83 5.83 -
Demand on account of reversal of input tax credit Deputy Commissioner 2013-14 10.76 3.79 6.97
Additional Joint 2009-10 2.33 2.33 -
Commissioner
Demand on account of stock transfers considered as Interstate sales Demand on account of differential rate Central Sales Tax 1994-1995 & 1995-1996 676.34 0.26 676.08
Appellate Authority
Joint Commissioner 2013-14 427.17 33.00 394.17
2015-16 2368.78 - 2368.78
Penalty for late payment High Court Orissa 2012-13 4.39 4.39 0
of Entry tax Assistant Commissioner 2016-17 3.64 - 3.64
Total 3958.80 267.54 3691.26

(Viii) In our opinion and according to the information and explanationsgiven by the management the Company has not defaulted in repayment of loans/ borrowingsto banks. The Company has not taken any loans/ borrowings from financial institution orgovernment and has not issued any debentures during the year.

(ix) In our opinion and according to information and explanations givenby the management the term loans have been applied for the purpose for which they wereraised. The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments).

(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the financial statements and according to theinformation and explanations given by the management we report that no fraud by thecompany or no material fraud on the Company by the officers and employees of the Companyhas been noticed or reported during the year.

(xi) According to the information and explanations given by themanagement the managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

(xii) In our opinion the Company is not a Nidhi company. Thereforethe provisions of clause 3(xii) of the order are not applicable to the Company and hencenot commented upon.

(xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and hence reporting requirements under clause 3(xiv) are notapplicable to the company and not commented upon.

(xv) According to the information and explanations given by themanagement the Company has not entered into any non-cash transactions with directors orpersons connected with him as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us theprovisions of section 45-IA of the Reserve Bank of India Act 1934 are not applicable tothe Company.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number : 301003E/E300005
per Sanjay Vij
Partner
Membership Number : 95169
UDIN: 20095169AAAABD4416
Place of Signature: Gurugram
Date: May 29 2020

ANNEXURE 2 REFERRED IN PARAGRAPH 2(f) UNDER THE HEADING "REPORT ONOTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT ON THE STANDALONE FINANCIALSTATEMENTS OF EVEREST INDUSTRIES LIMTED

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Everest Industries Limited ("the Company") as of March 31 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 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 issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing as specified undersection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively 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 judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting 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 overfinancial 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 expenditures 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 unauthorised 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 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 the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2020 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number : 301003E/E300005
per Sanjay Vij
Partner
Membership Number : 95169
UDIN: 20095169AAAABD4416
Place of Signature: Gurugram
Date: May 29 2020