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Future Supply Chain Solutions Ltd.

BSE: 540798 Sector: Others
NSE: FSC ISIN Code: INE935Q01015
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VOLUME 2890
52-Week high 71.50
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OPEN 22.35
CLOSE 21.30
VOLUME 2890
52-Week high 71.50
52-Week low 20.50
P/E
Mkt Cap.(Rs cr) 97
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Future Supply Chain Solutions Ltd. (FSC) - Auditors Report

Company auditors report

To

The Members

Future Supply Chain Solutions Limited

Report on the Audit of the Standalone Financial Statements

QUALIFIED OPINION

We have audited the accompanying Standalone Financial Statements ofFuture Supply Chain Solutions Limited (the "Company") which comprise theBalance Sheet as at March 31 2021 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Cash Flows and the Statement of Changes in Equityfor the year then ended and a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as the "Standalone FinancialStatements").

In our opinion and to the best of our information and according to theexplanations given to us except for the effects of the matter described in the Basis forQualified Opinion paragraph below the aforesaid Standalone Financial Statements give theinformation required by the Companies Act 2013 (the "Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 312021its loss and total comprehensive income the changes in equity and its cash flows for theyear ended on that date.

BASIS FOR QUALIFIED OPINION

Total trade receivables amounting to Rs 74232.83 Lakh includes relatedparty receivables amounting to Rs 64067.96 Lakh as at March 312021. There have beensubstantial delays in receipt from customers and subsequent receipts have not beensignificant. In view of the above we are unable to obtain sufficient and appropriateaudit evidence and are unable to comment on adequacy of loss provision valuation andrecoverability of balance outstanding amounting to Rs 73588.23 Lakh (net of provision Rs644.60 Lakh as at March 31 2021).

We conducted our audit of the Standalone Financial Statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act("SA"s). Our responsibilities under those Standards are further described in the'Auditor's Responsibilities for the Audit of the Standalone Financial Statements' sectionof our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India ("ICAI") together withthe ethical requirements that are relevant to our audit of the Standalone FinancialStatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics.

We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the Standalone FinancialStatements.

EMPHASIS OF MATTER

We draw your attention to the following matters:

i. We draw attention to Note No. 45 of the Statement which describesuncertainties and management's assessment of the impact of the COVID-19 pandemic on theoperations and financial statements of the Company. Further due to Covid-19 related lockdown restrictions management was able to perform year end physical verification ofInventory and Fixed Assets at certain locations after the year end. We were unable tophysically observe the verification of inventory and Fixed Assets that was carried out bythe management and have relied on the management's representation provided for the same.

ii. We draw attention to Note No. 37 of the Statement which narratesmanagement's Resolution Plan under a 'Resolution Framework for COVID 19 related stress'announced by the Reserve Bank of India. The Resolution Plan has been approved by Board ofDirectors and the lenders of the Company as a part of "the OTR Scheme".

iii. We draw attention to Note No. 37 of the Statement which statesmanagement's decision for deferment of payment of annual interest on NCDs. The said annualinterest was due to be paid on September 26 2020 but the same has now been converted intoFunded Interest Term Loan (FITL) which shall be payable 50% each in September 2021 &December 2021 respectively. Consent of debenture holder i.e. Azim Premji Trust has beenobtained for implementing one-time restructuring of the same.

Our opinion is not modified in respect of the above matters.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone Financial Statements of thecurrent period. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matters How our audit addressed the key audit matter
1. External Confirmations
COVID-19 has impacted the procedure of external confirmation request to vendors and customers at the year-end and therefore positive external confirmation request was sent through electronic mode. Our audit procedures included among others the following:
However due to suspension of business activities of the many confirming parties most confirmations were not received. Revised assessed risk and modify our audit procedures to mitigate these risks;
The Company seeks and had sought confirmations from vendors and customers during the year. • Obtained a reliable assurance pertaining to transactions with confirming parties in sense for accurate and complete process of routine and significant classes of transactions such as revenue purchases etc.;
In such events we auditors performed alternative audit procedures. • Selected samples and tested the effectiveness of controls related to accuracy and completeness of transactions in totality considering the frequency and regularity of transactions;
This matter is considered to be key audit matter given the circumstances of the year-end confirmations under COVID-19 vis-a-vis non-COVID-19 scenario. • Performed alternative audit procedures like
• For accounts receivable balances: scrutiny of ledger accounts and verification of subsequent receipts;
• For accounts payable balances: scrutiny of ledger accounts and other documents/records such as bills from vendors and subsequent payments.
2. Carrying value of Trade Receivables
As at March 31 2021 Trade receivables constitutes approximately 41.21% of total assets of the Company. Our audit procedures in respect of evaluation of receivables included the following:
The Company is required to regularly assess the recoverability of its Trade Receivables. • Tested the ageing of trade receivables and receipts subsequent to the year-end;
Recoverability of Trade Receivables was highly significant to our audit due to the value of amounts which also represents significant portion of the Company's working capital. • Evaluated Management's assessment of the current financial situation of the major entities whose balances are receivable as at the year-end.
Expected credit loss involves judgement as it must reflect information about past events current conditions and forecasts of future conditions as well as the time value of money. • Assessed the Company's expected credit loss calculations made in determining the recoverable amount.
Management has made provision for expected credit loss of Rs 644.60 Lakh. Considering the fact that out of total trade receivables around 90% are due to be recovered from Related Parties the recoverability of Trade Receivables is a key audit matter in our audit of Ind AS Financial Statements. • Sent and obtained confirmations for major parties possible.
• On the basis of above audit procedures performed we conclude that there have been substantial delays in receipt from customers and subsequent receipts have not been significant.
In view of the above we are unable to obtain sufficient and appropriate audit evidence and are unable to comment on adequacy of loss provision valuation and recoverability of balance outstanding.
3. Repayment of Term Loan & Interest thereon
Repayment of Term Loans of Rs 24460.56 Lakh as on March 31 2021 in structured quarterly instalments from March 31 2022 onwards. Our audit procedures with respect to this included the following:
Unpaid interest from March 2020 till the implementation date and interest accrued thereafter till June 30 2021 to be converted into Funded Interest Term Loan ("FITL"). FITL as on March 312021 was Rs 994.73 Lakh. • We have verified the approval of Board of Directors and lenders of the Company authorizing company to implement such OTR Scheme.
FITL to be repaid in two tranches by December 31 2021. • A signed copy of ICA Agreement between the Company and its lenders has been obtained where support of 75% of lenders by value and 60% of lenders by number was obtained.
As Companies business and liquidity was directly impacted by COVID-19 the Company along with the lenders decided to implement an OTR Scheme under a 'Resolution Framework for COVID 19 related stress' announced by the Reserve Bank of India hence it is a key audit matter in our audit of Ind AS Financial Statements. • We have obtained sanction letter and Banks confirmation for conversion of outstanding interest on Term Loan into FITL.
• We have verified the modified Repayment Schedule with the Sanction Letter obtained.
• We have ensured that interest accrued on Term Loans have been properly accounted for and Term Loans have been properly classified into Current and Non-Current as per revised schedule.
• An expert's opinion has also been obtained by Company on proper presentation and disclosure of Term Loan in books of accounts.
4. Repayment of NCD & Interest thereon
During the year Company has deferred the payment of annual interest on NCDs amounting to Rs 2019.85 Lakh. Our audit procedures with respect to this included the following:
The said annual interest became due on September 26 2020 now converted into Funded Interest Term Loan (FITL) which shall be payable 50% each in September 2021 & December 2021 respectively. • We have verified the consents from Debenture holder and Debenture Trustee to restructure the terms of the Non Convertible Debentures including rescheduling the redemption timeframe.
An interest @ 9.00% p.a. shall be payable on such coupon amount of the year 2019-20 from May 12021 till actual date of payment for the deferred period. • We have obtained copies of intimation and in principle approval of Stock Exchange for sanction of OTR Scheme.
The redemption of NCDs are also proposed to be restructured. • We have verified the terms of Restructuring plan for redemption of Debentures.
The COVID-19 pandemic has deeply impacted the long-term business viability and led to significant financial stress across the industries. • We have verified the Repayment terms of FITL created on account of outstanding interest on Debentures.
The debt burden has become disproportionate relative to the cash flow generated by the Company owing to multiple lockdowns since pandemic surfaced. And since these NCD's are listed on BSE it is a key audit matter in our audit of Ind AS Financial Statements. • We have ensured that interest accrued on Debentures have been properly accounted for and Debentures have been properly classified into Current and Non-Current as per revised schedule.
5. Related Party Transactions
The Company has significant transactions with related parties which includes sale of products services rent loans and advances given. Performed 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;
Company's major portion of total revenue comes from related party. • Read contracts and agreements with related parties to understand the nature of the transactions;
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 financial statements. • Assessed the disclosures made in the Standalone Financial Statements as per Ind AS 24.
• Obtained external party confirmation from all the major related parties.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'S REPORTTHEREON

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance Report and Shareholder's Information but doesnot include the Standalone Financial Statements and our auditor's report thereon.

Our opinion on the Standalone Financial Statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone Financial Statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

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

MANAGEMENT'S RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these Standalone FinancialStatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity and cash flows of the Company inaccordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the StandaloneFinancial Statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Standalone Financial Statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

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

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIALSTATEMENTS

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

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

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

• Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

<p>• 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 Standalone Financial Statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of theStandalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

• Obtain sufficient appropriate audit evidence regardingStandalone Financial Statements of the Company to express an opinion on the StandaloneFinancial Statements.

Materiality is the magnitude of misstatements in the StandaloneFinancial Statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitative materiality and qualitative factorsin

(i) planning the scope of our audit work and in evaluating the resultsof our work; and

(ii) to evaluate the effect of any identified misstatements in theStandalone Financial Statements.

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

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

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit wereport that:

a) We have sought and except for the matter described in basis ofqualified opinion paragraph above obtained all the information and explanations which tothe best of our knowledge and belief were necessary for the purposes of our audit.

b) Except for the matter described in basis of qualified opinionparagraph above in our opinion proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books.

c) The Company does not have any branches. Hence the provisions ofsection 143(3)(c) is not applicable.

d) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income Statement of Changes in Equity and the Statement of Cash Flows dealtwith by this Report are in agreement with the relevant books of account.

e) In our opinion the aforesaid Standalone Financial Statements complywith the Ind AS specified under Section 133 of the Act read with relevant rule issuedthere under to the extent applicable to the Company.

f) On the basis of the written representations received from thedirectors as on March 31 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2021 from being appointed as a director in termsof Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended 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 provisions of section 197 of the Act.

i) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its Standalone Financial Statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

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

j) Form MSME-1 which is required to be furnished to ROC semi-annuallyin respect of outstanding payments to Micro and Small Enterprises is yet to be filed bythe 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) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(g) under 'Report on Other Legal andRegulatory Requirements' section of our report to the Members of Future Supply ChainSolutions Limited of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTINGUNDER CLAUSE (I) OF SUBSECTION 3 OF SECTION 143 OF The COMPANIES ACT 2013 ("TheACT").

We have audited the internal financial controls over financialreporting of FUTURE SUPPLY CHAIN SOLUTIONS LIMITED (the "Company") as of March31 2021 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to therespective company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the ICAI andthe Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

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

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

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 authorizations ofthe management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized 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 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 to the best of our information and according to theexplanations given to us the Company has in all material respects adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2021 based on theinternal financial 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

ANNEXURE 'B' TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in Paragraph 2 under the heading of "Report on otherLegal and Regulatory Requirements" of our report to the members of FutureSupply Chain Solutions Limited of even date)

REPORT ON THE COMPANIES (AUDITOR'S REPORT) ORDER 2016 ISSUED IN TERMSOF SECTION 143(11) OF THE

COMPANIES ACT 2013 ("The ACT") OF FUTURE SUPPLY ChainSOLUTIONS LIMITED ("The COMPANY"):

i. In respect of company's Property Plant and Equipment:

a. The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

b. The Company has a program of verification to cover all the items ofProperty Plant and Equipment in a phased manner which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. Pursuant to theprogram certain Property Plant and Equipment were physically verified by the managementduring the year. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

c. The Company did not have any immovable property of freehold orleasehold land and building as at March 31 2021. Therefore paragraph 3(i)(c) of Order isnot applicable.

ii. The Management has conducted physical verification of inventory atregular intervals during the year. In our opinion and according to the information andexplanations given to us the company is maintaining proper records of inventory. Thediscrepancies noted on verification between physical stocks and the book records were notmaterial having regard to the size of the Company and nature of its business.

iii. According to the information and explanations given to us theCompany has not granted loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties listed in the register maintained under Section189 of the Companies Act 2013. Accordingly the provisions of clauses 3(iii) (a) (b) and(c) of the order are not applicable to the Company.

iv. According to the information and explanations given to us theCompany has not granted any loans or made any investments or provided any guarantees orsecurity to the parties covered under section 185 and 186. Therefore the provisions ofclause 3(iv) of the said order are not applicable to the Company.

v. The Company has not accepted deposits during the year and does nothave any unclaimed deposits as at March 31 2021 within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). We havebroadly reviewed such records and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. We have not however made a detailedexamination of the records with a view to determine whether they are accurate or complete.

vi. In our opinion and according to the information and explanationsgiven to us maintenance of cost records has not been specified by the Central Governmentunder section 148(1) of the Companies Act 2013 for the business activities carried out bythe Company. Therefore paragraph 3(vi) of the Order is not applicable.

vii. According to the information and explanation given to us inrespect of statutory dues:

a. The Company has been generally regular during the year indepositing undisputed statutory dues including Provident Fund Employees' Stateinsurance Income-Tax Goods and Service Tax Cess and other statutory dues applicable toit with the appropriate authorities.

b. There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income-Tax Goods and Service tax Custom Duty Cessand other material statutory dues outstanding at the year end for a period of more thansix months from the date they became payable.

viii. In our opinion and according to the information and explanationsgiven by the management the Company has not defaulted in repayment of loans or borrowingto a bank or dues to debenture holders. However the Company along with the lendersdecided to implement an OTR Scheme under a 'Resolution Framework for COVID 19 relatedstress' announced by the Reserve Bank of India where it has deferred:

a. Repayment of Term Loans of Rs 24460.56 lakh as on March 31 2021 instructured quarterly instalments from March 31 2022 onwards and

b. the payment of annual interest on NCDs amounting to Rs 2019.85 Lakhincluding rescheduling the redemption timeframe.

ix. In our opinion and according to the information and explanationgiven by the management we are of the opinion that money raised by Company by way of termloan has been applied for the purpose for which they were raised. The Company did notraise any money by way of Initial Public offer or further public offer.

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 and according to the information and explanationsgiven to us the Company is not a Nidhi company. Therefore paragraph 3(xii) of the Orderis not applicable.

xiii. According to the information and explanations given by themanagement transactions with the related parties are in compliance with Sections 177 and188 of the 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. Therefore paragraph 3(xiv) of the Order is not applicable.

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 the Companies Act 2013.Therefore paragraph 3(xv) of the Order is not applicable.

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 DMKH & CO.
Chartered Accountants
Firm Registration Number: 116886W
Anant Nyatee
Partner
Membership Number: 447848
UDIN: 21447848AAAAAI7351
Place: Mumbai
Date: June 24 2021

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