You are here » Home » Companies » Company Overview » Future Consumer Ltd

Future Consumer Ltd.

BSE: 533400 Sector: Others
NSE: FCONSUMER ISIN Code: INE220J01025
BSE 00:00 | 25 Sep 8.30 0.39
(4.93%)
OPEN

7.74

HIGH

8.30

LOW

7.60

NSE 00:00 | 25 Sep 8.25 0.35
(4.43%)
OPEN

7.80

HIGH

8.25

LOW

7.60

OPEN 7.74
PREVIOUS CLOSE 7.91
VOLUME 3740186
52-Week high 30.50
52-Week low 5.44
P/E
Mkt Cap.(Rs cr) 1,595
Buy Price 8.30
Buy Qty 261487.00
Sell Price 8.29
Sell Qty 21501.00
OPEN 7.74
CLOSE 7.91
VOLUME 3740186
52-Week high 30.50
52-Week low 5.44
P/E
Mkt Cap.(Rs cr) 1,595
Buy Price 8.30
Buy Qty 261487.00
Sell Price 8.29
Sell Qty 21501.00

Future Consumer Ltd. (FCONSUMER) - Auditors Report

Company auditors report

To the Members of Future Consumer Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying Standalone Ind AS financial statements of FutureConsumer Limited ("the Company") which comprise the Balance sheet as at March31 2019 the Statement of Profit and Loss including the statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 as amended ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2019its profit including other comprehensive income its cash flows and the changes in equityfor the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements' section ofour report. We are independent of the Company in accordance with the 'Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Standalone Ind AS 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 Ind AS financial statements for the financialyear ended March 31 2019. These matters were addressed in the context of our audit of theStandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the Standalone Ind AS financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the Standalone Ind AS financial statements. The results of ouraudit procedures including the procedures performed to address the matters below providethe basis for our audit opinion on the accompanying Standalone Ind AS financialstatements.

Key audit matters How our audit addressed the key audit matter
A. Impairment of Investments (as described in note 43 of the Standalone Ind AS financial statements)
During the year impairment indicators were identified by the management on certain investments wherein net worth is negative or investment value is higher than the Company's share in net worth. As a result an impairment assessment was required to be performed by the Company by comparing the carrying value of these investments to their recoverable amount to determine whether an impairment loss was required to be recognized. Our audit procedures included the following:
For the purpose of the above impairment testing value in use has been determined by forecasting and discounting future cash flows. Furthermore the value in use is highly sensitive to changes in some of the inputs used for forecasting the future cash flows. • Obtaining an understanding evaluating the design and testing the operating effectiveness of controls that the Company has in relation to impairment review processes;
Also the determination of the recoverable amount of the investments involved judgment due to inherent uncertainty in the assumptions supporting the recoverable amount of these investments. • Assessing the appropriateness of Company's valuation methodology applied in determining the recoverable amount. In making this assessment we evaluated the objectivity and independence of Company's specialists involved in the process;
Accordingly the impairment of investments was determined to be a key audit matter in our audit of the Standalone Ind AS financial statements. • Assessing the assumptions around the key drivers of the cash flow forecasts including discount rates expected growth rates and terminal growth rates used;
• Assessing the recoverable value headroom by performing sensitivity testing of key assumptions used;
• We discussed potential changes in key drivers as compared to previous year / actual performance with management to evaluate the inputs and assumptions used in the cash flow forecasts;
• Involving experts to assess the Company's valuation methodology and assumptions around the key drivers of the cash flow forecasts applied in determining the recoverable amount.
• We assessed the disclosures made in the Ind AS financial statements as per Ind AS 107.
B. Related Party Transactions
The Company has significant transactions with Related Parties (see Note 37 of the Standalone Ind AS Financial Statements) including sale of products services rent loans and advances given and interest income. Our audit procedures included the following:
Company's top customer which is a related party contributes about 83% of the total revenue. • Performing test of controls over related party transactions with respect to approval of transactions by the Board of Directors of the Company entering into agreements/contracts and recording in books of account;
Considering the high volume of transactions with related parties and determination of arm's length price to be a key audit matter in our audit of the Standalone Ind AS financial statements. • Reading contracts and agreements with related parties to understand the nature of the transactions;
• Reading the transfer pricing report as prepared by third party consultant to assess whether the transactions are at arm's length;
• Reading the inputs used in the transfer pricing report as prepared by third party consultant.
• We assessed the disclosures made in the Ind AS financial statements as per Ind AS 24.
C. Recognition of Deferred Tax Assets (as described in note 8 of the Standalone Ind AS financial statements)
The Company has recognized deferred tax asset related to tax losses to the extent that the setoff of the related tax balances through future taxable profits are probable. The estimate of future taxable profits is based on the future business plan. The recognition of deferred tax asset is therefore sensitive to changes in the business plan. The financial statements include deferred tax assets amounting to Rs 1868 lakhs that mainly result from unused tax losses carried forward. Management provides disclosures on these deferred tax assets in Note 2.12 Our audit procedures included the following:
"Accounting policies" section "Taxation" as well as in Note 8 "Deferred tax assets (net)" in the Standalone Ind AS financial statements. This area was important to our audit due to the amount of the tax • Comparing the consistency of management's profit forecasts with those included in the budget approved by the Board of Directors. This included evaluation of management's assumptions on the projected profit forecasts discount and terminal yield rates by comparing them against recent profit trends and externally available information.
losses as well as the judgment involved in management's assessment of the likelihood and magnitude of creating future taxable profits to offset the tax losses. This assessment requires the management to make assumptions to be used in the forecasts of future taxable profits including expectations for future sales and margin developments and overall market and economic conditions. • Assessing the historical accuracy of management's assumptions and estimation process by comparing the actual financials against previously forecasted financials.
Accordingly recognition of deferred tax asset was determined to be a key audit matter in an audit of the Standalone Ind AS financial statements. • Testing the completeness and accuracy of the amounts recognised as deferred tax assets including the review of correspondences with the tax authorities and other uncertain tax positions.
• Involving our tax experts in order to assess the Company's disclosures on deferred tax positions and assumptions used.
• We assessed the disclosures made in the financial statements.
D. Impairment of goodwill (as described in note 44 of the Standalone Ind AS financial statements)
The Company is required to at least annually perform impairment assessments of goodwill recognized in books. Our audit procedures included the following:
The Company performs an annual impairment assessment of Goodwill to determine whether the recoverable value is below the carrying amount. We focused on this area as the assessments made by management involved significant estimates and judgments including sales growth rates gross profit margin net profit margin and perpetual growth rates used to estimate future cash flows and discount rates applied to these forecasted future cash flows. These estimates and judgments may be affected by unexpected changes in future market or economic conditions or discount rates applied. • Obtaining an understanding evaluating the design and testing the operating effectiveness of controls that the Company has in relation to goodwill impairment review processes
The current economic climate also increases the complexity of forecasting. • Assessing the Company's valuation methodology applied in determining the recoverable amount. In making this assessment we also evaluated the objectivity and independence of Company's specialists involved in the process.
Accordingly the impairment test of goodwill is considered to be a key audit matter in our audit of the Standalone Ind AS financial statements. • Assessing the assumptions around the key drivers of the cash flow forecasts including discount rates expected growth rates and terminal growth rates used.
• Assessing the recoverable value headroom by performing sensitivity testing of key assumptions used.
• We discussed potential changes in key drivers as compared to previous year / actual performance with management in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable.
• Testing the arithmetical accuracy of the models.
• We assessed the disclosures made in the Ind AS financial statements as per Ind AS 36.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the Corporate Governance Report Director's Report and ManagementDiscussion and Analysis but does not include the Standalone Ind AS financial statementsand our auditor's report thereon.

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

In connection with our audit of the Standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether suchother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these Standalone Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the designimplementation 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 Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the Standalone Ind AS 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 Ind AS Financial Statements

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

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

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the Standalone IndAS financial statements including the disclosures and whether the Standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone Ind AS financialstatements for the financial year ended March 31 2019 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits 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 ofthe Act we give in the "Annexure 1" a statement on the matters specified inparagraphs 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 explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid Standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

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

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these Standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate Report in"Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year ended March 31 2019 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to 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 Ind AS financial statements - Refer Note 38 -to the StandaloneInd AS financial statements;

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Pramod Kumar Bapna

Partner

Membership Number: 105497

Place of Signature: Mumbai

Date: May 22 2019

ANNEXURE 1 TO THE INDEPENDENT AUDITOR'S REPORT

ANNEXURE 1 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND ASFINANCIAL STATEMENTS OF FUTURE CONSUMER LIMITED

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'section 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) All fixed assets have not been physically verified by the management during theyear but there is a regular programme of verification which in our opinion is reasonablehaving regard to the size ofthe Companyand the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in property plant and equipment are held in thename of the Company.

(ii) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification. Inventories lying with third parties have been confirmed by them as at yearend and no material discrepancies were noticed in respect of such confirmations.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theAct. Accordingly the provisions of clause 3(iii)(a) (b) and (c) of the Order are notapplicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us theCompany has not advanced loans to directors / to a Company in which the Director isinterested to which provisions of section 185 of the Companies Act 2013 apply and hencenot commented upon. In our opinion and according to the information and explanations givento us the Company has given loans and advances guarantees and securities and madeinvestments in accordance with the provision of section 186 of the Companies Act 2013.

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

(vi) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under Section 148(1) of the Act for theproducts/ services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund employees' state insuranceincome-tax goods and services tax duty of custom cess and other statutory duesapplicable to it.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income- tax goods andservices tax duty of custom cess and other statutory dues were outstanding at the yearend for 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-tax sales tax goodsand services tax duty of custom and cess which have not been deposited on March 31 2019on account of any dispute are as follows:

Statue Nature of the dues Amount (Rs In Lacs)* Period to which the amount relates Forum where the dispute is pending
Kerala - VAT Sales Tax 1.16 2012-13 Deputy Commissioner of Commercial Tax (Appeals)
22.80 2013-14 Deputy Commissioner of Commercial Tax (Appeals)
25.33 2014-15 Deputy Commissioner of Commercial Tax (Appeals)
Madhya Pradesh
Value Added Tax
Amendment Act 2010 Sales Tax 2.62 2014-15 Deputy Commissioner of Commercial Tax (Appeals)
Maharashtra Value
Added Tax Act 2002 Sales Tax 9.94 2014-15 Joint Commissioner of Sales Tax (Appeals)
10.71 2010-11 Joint Commissioner of Sales Tax (Appeals)
19.22 2011-12 Joint Commissioner of Sales Tax (Appeals)
38.87 2012-13 Joint Commissioner of Sales Tax (Appeals)
54.00 2014-15 Joint Commissioner of Sales Tax (Appeals)
109.89 2013-14 Joint Commissioner of Sales Tax (Appeals)
Maharashtra Value
Added Tax Act 2002 - CST Act Sales Tax 6.77 2013-14 Joint Commissioner of Sales Tax (Appeals III)
The Central Excise Act 1944 Central Excise 0.93 2013-14 Customs Excise and Service Tax Appellate Tribunal
West Bengal Value Added Tax Act 2003 Sales Tax 639.16 2015-16 Joint Commissioner of Commercial Tax

*Net of deposits

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowing to afinancial institution bank or government or dues to debenture holders.

(ix) In our opinion and according to the information and explanations given by themanagement the Company has utilized the monies raised by way of debt instruments and termloans for the purposes for which they were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe Company and not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of the Act.

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

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Pramod Kumar Bapna

Partner

Membership Number: 105497

Place of Signature: Mumbai

Date: May 22 2019

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND ASFINANCIAL STATEMENTS OF FUTURE CONSUMER LIMTED

Report on the Internal Financial Controls under Clause (i) of Subsection 3 ofSection 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of FutureConsumer Limited ("the Company") as of March 31 2019 in conjunction with ouraudit of the Standalone Ind AS financial statements of the Company for the year ended onthat 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 ofinternal control statedin the Guidance Note on Audit ofinternal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these Standalone Ind AS financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") and the Standards on Auditing as specified under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting with reference to these Standalone Ind AS financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to theseStandalone Ind AS financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these StandaloneInd AS financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls over financialreporting with reference to these Standalone Ind AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to theseFinancial Statements

A company's internal financial control over financial reporting with reference to theseStandalone Ind AS financial statements is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reportingwith reference to these Standalone Ind AS financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of 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 of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting WithReference to these Standalone Ind AS Financial Statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to these Standalone Ind AS financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these Standalone Ind AS financial statements to future periods are subject to the riskthat the internal financial control over financial reporting with reference to theseStandalone Ind AS financial statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has in all material respects adequate internal financialcontrols over financial reporting with reference to these Standalone Ind AS financialstatements and such internal financial controls over financial reporting with reference tothese Standalone Ind AS financial statements were operating effectively as at March 312019 based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Pramod Kumar Bapna

Partner

Membership Number: 105497

Place of Signature: Mumbai

Date: May 22 2019

.