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Finolex Cables Ltd.

BSE: 500144 Sector: Engineering
NSE: FINCABLES ISIN Code: INE235A01022
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OPEN 487.00
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VOLUME 45238
52-Week high 513.90
52-Week low 241.60
P/E 24.23
Mkt Cap.(Rs cr) 7,368
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 487.00
CLOSE 485.60
VOLUME 45238
52-Week high 513.90
52-Week low 241.60
P/E 24.23
Mkt Cap.(Rs cr) 7,368
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Finolex Cables Ltd. (FINCABLES) - Auditors Report

Company auditors report

To The Members of Finolex Cables Limited Report on the Audit of the StandaloneFinancial Statements

Opinion

We have audited the accompanying standalone financial statements of Finolex CablesLimited ("the Company") which comprise the Balance Sheet as at 31 March 2020and the

Statement of Profit and Loss (including Other Comprehensive

Income) the Statement of Cash Flows and the Statement of Changes in Equity for theyear then ended and a summary of significant information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at 31 March 2020 anditsprofit totalcomprehensive income its cash flows and the changes in equity for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the standalone financialstatements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the auditevidenceobtainedbyusissufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.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 matter described below to be thekey audit matter to be communicated in our report.

Key Audit Matters Auditor's Response
Impairment of Investment in joint venture: (Refer Notes Principal Audit Procedures Performed
2.3 (ii) 2.23 and 5 to the standalone financial statements) As at 31 March 2020 the Company held investment with a carrying amount of Rs. 60.27 crores (net of impairment Rs. We obtained an understanding of the Company's policies and procedures to identify impairment indicators for investment in joint venture and performed the following procedures in relation to the Company's management impairment assessment:
135.73 crores including Rs. 35.10 crores impaired during the year) in a joint venture - Finolex J-Power Systems Private Limited. This investment is carried at cost less impairment in the Company's standalone financial statements.
Due to continuous losses being incurred by the joint venture the Company's management has tested this investment for impairment in accordance with Ind AS 36 by comparing its recoverable amount with its carrying amount as at 31 March 2020. We tested the design and operating effectiveness of the Company's management controls over review of the impairment assessment including those over the forecasts of future cash flows and the selection of the discount rate.
We evaluated the reasonableness of forecasts of future cash flows of the joint venture provided to us by the Company's management by comparing the forecasts to historical trend analysis.
The recoverable amount of the investment in joint venture is assessed based on future discounted cash flows of the joint venture (Enterprise Value). With the assistance of our fair value specialists we evaluated the reasonableness of the valuation methodology and discount rate by developing a range of independent estimates and comparing those to the discount rate selected by the management.
We considered this as a key audit matter due to significant judgement involved in estimating future cash flows of the joint venture and in determining the discount rate to be used. Changes in these inputs and assumptions could impact the results of the impairment assessment. We evaluated management's sensitivity analysis around the key assumptions such as discount rate and terminal growth rate to ascertain the extent of change in those assumptions that would be required for the investment in joint venture to be impaired further.
We assessed the adequacy of disclosures made in the financial statements for the year ended 31 March 2020.
Existence and condition of inventory of raw materials work in progress finishedgoods (manufactured and traded) We performed the following alternate audit procedures to audit the existence and condition of inventories as per the guidance provided in SA 501 "Audit Evidence Specific Considerations for Selected Items" as at the year-end since we were not able to physically observe the physical stock verification:
[RefertoNote11tothestandalone financial statements
The Company has its inventory located at factory and clearing & forwarding agent (CFA) locations.
The Company's management conducts physical verification of inventories during the year at reasonable intervals in factory CFA locations and third party locations however on account of the COVID-19 related lockdown restrictions management was unable to perform year end physical verification of inventories and verification was carried out subsequently for Factory and CFA locations. Understood and evaluated the management's internal controls process to establish the existence and condition of inventories such as the process of periodic physical verification carried out by the Management the scope and coverage of the periodic verification programme the results of such verification including analysis of discrepancies if any.
Management has carried out other procedures to validate the existence and conditions of its inventory as at the year end such as roll back procedures for inventories which were physically verifiedsubsequent to year end and carrying out consumption analysis to determine the quantities of the inventory at the balance sheet date. Further due to COVID-19 related lockdown we could participate in the physical verification of inventory that was carried out by the management subsequent to the year end only through virtual medium. Observed the physical verification of inventories carried out by the Management at the select locations subsequent to year- end through virtual mediums to verify the compliance with the standard operating procedures issued by the Management for physical verification of inventory to determine existence and condition of inventory. On a sample basis performed roll back procedures (by inspecting documentation relating to subsequent sales supported by acknowledged lorry receipts purchases stock transfers production records as applicable) from the inventory quantities physically verified by the Management subsequent to the year end to arrive at the quantities at the balance sheet date. Compared such quantities at the balance sheet date based on such roll back with the quantities as per the inventory records and obtained explanations for differences if any.
In view of the foregoing obtaining sufficient appropriate audit evidence regarding existence and condition of inventories as at the balance sheet date is identified as a key audit matter. We have performed alternate procedures to audit the existence and condition of inventory which includes inspection of supporting documentation relating to purchases sales and production.

Information Other than the 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 Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Corporate Governance andShareholder's Information but does not include the consolidated financial statementsstandalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does cover the other information andwe 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 during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management is responsible fordoubt onthe Company's ability 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 the Company's financialreporting process.

Auditor's Responsibility 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 theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the 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 audit findings of thestandalone deficiencies in financial internal control that we statements whetherto fraud or error design and perform audit procedures responsive to those risks andobtain audit evidence to provide a basis that is for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resultingfrom error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

Obtain an understanding of internal financial 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 reasonableness ofaccounting estimates and related disclosures made by the management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that to may cast significantcontinueasagoingconcern.Ifweconcludethatamaterial uncertainty exists we are required todraw attention in our auditor's report to the related disclosures in the standalonefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant any significant during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public

. interestbenefits ofsuch communication

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report that: a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books. c) The Balance Sheet the Statement of Profitand Loss including Other Comprehensive Income the Statement of Cash Flows and Statementof Changes in Equity dealt with by this Report are in agreement with the relevant books ofaccount. d) In our opinion the aforesaid standalone financial statements comply with theInd AS specified under

Section 133 of the Act. e) On the basis of the written representations received fromthe directors as on 31 March 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2020 from being appointed as a director in termsof Section 164(2) of the Act. f) With respect to the adequacy of the internal financialcontrols over financial reporting of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure

A". Our report expresses an unmodified opinion on the adequacy and operatingeffectiveness of the Company's internal financial controls over financial reporting. g)With respect to the other matters to be included in the Auditor's Report in accordancewith the requirements of section 197(16) of the Act as amended.

As more fully stated in Note 28.1 the reappointment and remuneration of the twoexecutive directors is pending before the Hon'ble High Court. Subject to the aforesaid inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provision of Section 197 of the Act.

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 as amended inour opinion and to the best of our information and according to the explanations given tous: i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements. ii. The Company did not have anylong-term contracts including derivative contracts for which there were any materialforeseeable losses. iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company except inrespect of transfer of equity shares as the Company is in process of ascertaining thequantum of shares to be transferred in terms of Investor Education and Protection FundAuthority (Accounting Audit

Transfer and Refund) Rules 2016 as amended from time to time to the InvestorEducation and Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure

B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rupen K. Bhatt
Partner
Place: Mumbai Membership No. 046930
Date: 27 June 2020 UDIN. 20046930AAAADH2650

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1 (f) under ‘Report on Other

Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial

Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act 2013("the Act")

We have audited the internal financial reporting of Finolex Cables Limited ("theCompany") as of 31 March 2020 in conjunction with our audit of the standalonefinancial that date.

Management's Responsibility sufficient and appropriate to provide afor InternalFinancial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based internal control over financial reporting criteria 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. These responsibilities include the design implementationand maintenance of adequate internal financial were operating effectively for ensuring theorderly and efficient conduct of its business including respective company's policiesthe safeguarding 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 internal financialcontrols over financial reporting

Company based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal

Financial Controls Over Financial Reporting (the Guidance

Note) issued by the Institute of Chartered Accountants of India and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established in and maintained and if such controls operatedeffectively all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The procedurescontrolsoverfinancial selected depend on the auditor's judgement including the assessmentof the risks of material misstatement of the financial statements whether due to fraud orerror. statementsoftheCompanyfortheyearendedon

We believe that the audit evidence we have obtained is basis for our audit opinion onthe Company's internal financial controls system over financial reporting. on theestablished

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 financial statements for external purposes in accordance with generallyaccepted accounting principles. Athat company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to theto maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company;of the and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorised acquisition use or dispositionof the Company's assets that could have a material effect on the 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.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls as at 31 overfinancial reporting were operating effectively

March 2020 based on criteria for the internal control over financial reportingestablished by the Company considering the essential components of internal control statedin the

Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered Accountants of India.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rupen K. Bhatt
Partner
Place: Mumbai Membership No. 046930
Date: 27 June 2020 UDIN: 20046930AAAADH2650

Annexure "B" to the Independent Auditors' Report

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) In respect of its fixed assets (Property Plant equipment):

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

(b) The company has a program of verification to cover all the items of Property plantand equipment in a phased manner over a period of 3 years which in our opinion isreasonable having regard to the size of the Company and the nature of its assets.

Pursuant to the program certain fixed assets were physically verified by themanagement during the year. According to the information and explanations given to us nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed / transfer deed /conveyance deed/ Possession

Certificate/ Lease agreement/ Encumbrance Certificate provided to us we report thatthe title deeds comprising all the immovable properties of land and buildings which arefreehold are held in the name of the Company as at the balance sheet date except thefollowing:

Particulars of the land and building Gross Block as at the Balance Sheet date Net Block as at the Balance Sheet date Remarks
Freehold land located at Urse Taluka Maval Dist - Pune. PIN code - 410506 1.93 1.93 As per the information given to us the title deed of the land is in the name of erstwhile AT & T Finolex Fibre Optic Cables Limited. The Company is in the process of updating the title deeds in the name of the Company.

In respect of immovable properties of land that have been taken on lease and disclosedas property plant and equipment in the financial statements the lease agreements are inthe name of the Company where the Company is the lessee in the agreements.

(ii) As explained to us the inventories lying with the

Company were physically verified during the year by the

Management at reasonable intervals and no material discrepancies were noticed onphysical verification. For inventory lying with third parties at the year-end writtenconfirmations have been obtained.

(iii) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability

Partnerships or other parties covered in the register maintained under section 189 ofthe Act. Accordingly the provisions of Clause (iii) of paragraph 3 of the Order are notapplicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposits during the year. Therefore the provisions of the clause (v) ofparagraph 3 of the Order is not applicable to the Company.

(vi) The maintenance of cost records has been specified by the Central Government underSection 148(1) of the Companies Act 2013 in respect of its products. We have broadlyreviewed the cost records maintained by the Company pursuant to the Companies (CostRecords and Audit) Rules 2014 as amended prescribed by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013 and are of the opinion thatprima facie the prescribed cost records have been made and maintained. We have howevernot made a detailed examination of the cost records with a view to determine whether theyare accurate or complete.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance

Income-tax Sales Tax Excise duty Service Tax Customs Duty Value Added Tax Goodsand Services Tax Cess and other material statutory dues applicable to it with theappropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State

Insurance Income-tax Sales Tax Service Tax Customs Duty Excise Duty Value AddedTax Goods and Services Tax Cess and other material statutory dues in arrears as at 31March 2020 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax Wealth Tax Sales Tax Entry Tax Value added taxCustoms Duty and Excise duty which have not been deposited as on 31 March 2020 on accountof disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is pending Period to which the amount relates Amount Unpaid (Rs. In crore)
The Central Sales Tax Act and Local Sales Tax Act Sales Tax Sales Tax - Tribunal 1992-1993 2003-2004 and 2012-2013 to 2014-2015 1.40
Commissioner (Appeal) 2013-2014 to 2014-2015 0.33
Joint Commissioner Sales Tax 2006-2007 2012-2013 1.45
(Appeal) 2013-2014 and 2015-16
Joint Commissioner 2009-2012 2010-2011 5.44
Commercial of Tax (Appeal) and 2012-2013 to 2014-2015
Deputy Commissioner of Commercial Tax 2007-2008 to 2010-2011 28.27
Deputy Commissioner of Sales Tax 2007-2008 2011-2012 to 2014-2015 and 2016-2017 1.97
Assistant Commissioner 2002-2003 2004-2005 79.67
Commercial of Tax (Appeal) 2006-2007 to 2009-2010 and 2011-2012 to 2016-2017
Goa Entry Tax Act 2000 Entry Tax Assistant Commissioner Commercial of Tax (Appeal) 2005-2006 to 2006- 2007 2008-2009 to 2009-2010 and 2011- 2012 to 2012-2013 12.39
Income-Tax Act 1961 Income Tax Hon'ble Supreme Court Hon'ble High Court 2002-2003 1993-1994 to1996- 1997 2000-2001 to 2004-2005 2010-2011 and 2011-2012 2.81 18.90
Commissioner of Income Tax (Appeal) 2008-2009 2010-2011 2011-2012 and 2013-2014 6.87
Wealth Tax Act1957 Wealth Tax High Court 2002-2003 to 2004-2005 0.25
Customs Act 1962 Central Excise Act1944 Customs Duty Commissioner 1999-2000 1.34
Excise Duty Customs Excise and 2005-2006 to 2016-2017 31.73
Service Tax Appellate Tribunal
Commissioner (Appeal) 2012-2013 to 2017-2018 5.37
Additional Commissioner 2004-2005 to 2007- 2008 2009-2010 and 2012-2013 to 2015-2016 7.17

(viii) The Company has not taken any loans or borrowings from financial institutionsbanks and government or has not issued any debentures. Accordingly the provisions ofClause (viii) of paragraph 3 of the Order are not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further publicinstruments) or term loans and hence reporting under clause (ix) of paragraph 3 of theOrder is not applicable to the Company.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) As more fully stated in note no. 28.1 the reappointment and remuneration of thetwo executive directors is pending before the Hon'ble High Court. Subject to the aforesaidin our opinion and according to the information and explanations given to us the Companyhas paid / provided managerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) ofparagraph 3 of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe Company is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for transactions with the related parties and the details of related partytransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

(including debt

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of paragraph 3 of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with them and hence provisions of section 192 of the Actare not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act1934.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rupen K. Bhatt
Partner
Place: Mumbai Membership No. 046930
Date: 27 June 2020 UDIN: 20046930AAAADH2650