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Gayatri Highways Ltd.

BSE: 541546 Sector: Infrastructure
NSE: GAYAHWS ISIN Code: INE287Z01012
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VOLUME 36382
52-Week high 1.17
52-Week low 0.56
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Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 0.85
CLOSE 0.86
VOLUME 36382
52-Week high 1.17
52-Week low 0.56
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gayatri Highways Ltd. (GAYAHWS) - Auditors Report

Company auditors report

To the Members of GAYATRI HIGHWAYS LIMITED

Report on the audit of the Standalone Ind AS financial statements

Opinion

We have audited the Standalone Ind AS financial statements of Gayatri Highways Limited("the Company") which comprise the Balance Sheet as at 31st March 2022 and theStatement of Profit and Loss the Statement of Changes in Equity and the Statement of CashFlows for the year then ended and notes to the Standalone Ind AS financial statementsincluding a summary of significant accounting policies and other explanatory informationfor the year ended on that date.

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 in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2022 and its loss changes in equity andits cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Ind AS Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the Standalone Ind AS financial statements under the provisions of the Companies Act2013 and the Rules there under and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Key Audit Matters Auditor's Response
1. As at 31st March 2022 the Company has total investments of Rs.548.79 Cr which are classified as financial assets in the financial statements. Out of which the Company has an investment of Rs.349.95 Cr in the equity and instruments entirely equity in nature of various Subsidiaries of the Company and Rs.198.94 Cr in the equity optionally convertible debentures and instruments entirely equity in nature of Jointly controlled entities of the Company which are measured at fair value as per Ind AS 109 read with Ind AS 113. 1. Our audit procedures included and were not limited to the following:
These investments are Level 3 investments as per the fair value hierarchy in Ind AS 113 and accordingly determination of fair value is based on a high degree of judgement and input from data that is not directly observable in the market. Further the fair value is significantly influenced by the expected pattern of future benefits the tangible assets of subsidiaries/ joint ventures and expected future economic benefits. Accordingly the same has been considered as a key audit matter. • Reviewed the fair valuation reports obtained by the management by involvement of external valuation experts.
• Assessed the methodology and the assumptions applied in determining the fair value by engaging valuation specialists.
• Assessed the objectivity independence and competence of the Company's external specialists involved in the process.
2. As at 31st March 2022 the Company has total investments of Rs.548.79 Cr which are classified as financial assets in the financial statements. Out of which the Company has an investment of Rs.349.95 Cr in the equity and instruments entirely equity in nature of various Subsidiaries of the Company and Rs.198.94 Cr in the equity optionally convertible debentures and instruments entirely equity in nature of Jointly controlled entities of the Company. 2. In respect of the impairment indicator assessment for the investments in subsidiaries/ joint ventures our audit procedures included and were not limited to the following:-
The management regularly reviews whether there are any indicators of impairment on unquoted investments made by the company. • Obtained and read the financial statements of subsidiaries/joint ventures to identify if any disclosure is made for impairment of assets in its standalone financial statements.
As per Ind AS 36 - ‘Impairment of Assets' the standard is applicable to financial assets classified as Investments in subsidiaries associates and joint ventures. Accordingly in assessing whether there is any indication that an asset may be impaired an entity shall consider as a minimum the external and internal sources of information any other indications or evidences from internal reporting that indicates that the assets may be impaired. • Obtained the impairment indicator assessment performed by the management considering internal/external sources of information.
This assessment involves significant judgment especially in relation to determination of expected future economic benefits. • We have obtained the management's understanding with regard to impairment of the investments made in loss making subsidiary companies/joint ventures.
Accordingly the evaluation of impairment of investments in subsidiaries/joint ventures was determined to be a key audit matter. • We have obtained the company's management opinion in estimating the realisable value of the investments made by the subsidiary companies/ joint ventures.
3. The Company has been incurring operating losses during the past few years and the current liabilities of the Company exceed its current assets.
The Company financial statements were prepared on a going concern basis. Management's statement in respect of going concern is set out in Note 34 of the financial statements.

3. We have evaluated the assumptions and forecasts made by management. We have specifically devoted attention to the assumptions made with respect to the future value added the results and the cash flows in order to assess the company's ability to continue meeting its payment obligations and its obligations under the financing covenants in the year ahead.

Emphasis of Matter

1) As stated in note no. 36 the company has no impact of Covid-19 on the performanceof the company during the year.

Our opinion is not modified in respect of this matter.

2) As stated in Note No. 2(o) Sai Maatarini Tollways Limited (SMTL) has receivedTermination Notice from the NHAI on 28th January 2020 and the company has handed over allthe Toll assets Collections and Toll Operations to NHAI on 30th January 2020. PresentlySMTL does not have any operations and revenue due to termination and handing over of theCompany's project to NHAI. The administrative finance employee costs and miscellaneousincomes of the Company during the year are treated as results of discontinuing operationsand reported as such in the financial statements of SMTL. SMTL has ceased to be a goingconcern entity and the financial statements of SMTL as on 31st March 2021 and for theyear ended 31st March 2022 have been prepared under realizable basis.

SMTL based on NHAI default has raised claims against NHAI and they both have optedfor resolving the dispute through the Conciliation Mechanism constituted by NHAI.Considering the proceedings of Ccie are still in progress and the ultimate recovery of thetermination claim depends on the outcome of these proceedings. No impairment of investmentin SMTL is provided in the books of the company as on 31st March 2022 due to the above.

Our opinion is not modified in respect of this matter.

3) As stated in Note No. 2(p) during the previous year Indore Dewas Tollways Limited(IDTL) had received letter from NHAI expressing intention to terminate the project andalso filed counter claims. Subsequently Conciliation committee of Independent Experts(CCIE) had been constituted by NHAI. However the parties could not reach to an agreementand conciliation proceeding had ceased and the Arbitration Proceedings has come to live onthe disputes lodged for arbitration.

Further during the current year IDTL has issued Intention to Termination Notice for"Authority Default" as per Clause 37.2.2 of the Concession Agreement and theNHAI has issued a Notice to the Lenders to exercise their Right to Substitution and theLenders have exercised their right to Substitution.

Further IDTL incurred cumulative net losses of '423.22 Cr upto 31st March 2022resulting in negative net- worth. However the management of IDTL expects that theCompany's revenue for the subsequent financial years will be sufficient to meet theexpenditure and recoup the losses incurred thereby strengthening the financial position ofthe company and will be able to discharge all its obligations in foreseeable future in anamicable way.

Considering the above and as there is no termination happened and the financialstatements of IDTL are prepared on going concern basis and no impairment of investment inIDTL is provided in the books of the company as on 31st March 2022.

Our opinion is not modified in respect of this matter.

Information Other than the Ind AS Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of 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 and Shareholder's Information but does notinclude the Ind AS financial statements and our auditor's report thereon.

Our opinion on the Ind AS financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the Ind AS financial statements or our knowledge obtainedduring 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.

Responsibility of Management and Those Charged with Governance for the Standalone IndAS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theIndian Accounting Standards specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the 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 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 financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative 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 financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but it is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company 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 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 financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the ‘Annexure A' a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

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 the statement of changes inequity and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid Standalone Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in terms of Section164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The company does not have any pending litigations which would impact its financialposition except those disclosed in 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.

iv. a. the management has represented that to the best of their knowledge and beliefother than as disclosed in the notes to the accounts there were no funds have beenadvanced or loaned or invested by the Company to or in any other person(s) or entity(ies)including foreign entities ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the Intermediary shall whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the company ("Ultimate Beneficiaries") or provide anyguarantee security or the like on behalf of the Ultimate Beneficiaries;

b. the management has represented that to the best of their knowledge and beliefother than as disclosed in the notes to the accounts there were no funds have beenreceived by the Company to or in any other person(s) or entity(ies) including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and

c. based on our audit procedures nothing has come to our notice that therepresentations under above sub-clause (a) and (b) contain any material mis-statement.

V. The Company has not declared or paid any dividend during the year;

For G.S. SAI BABU & ASSOCIATES

Chartered Accountants

Firm's Registration No.: 014207S

SATYA SAI BABU GURRAM

Proprietor

Membership No: 208341

Place: Hyderabad

Date: 24th May 2022

UDIN: 22208341AJMVUS9695

Annexure ‘A' to the Independent Auditor's Report of GAYATRI HIGHWAYS LIMITED forthe Year ended as on 31st March 2022

Annexure referred to in paragraph 1 under the heading "Report on Other Legal andRegulatory Requirements" of our report on even date:-

(i)(a)A. The Company is maintaining proper records showing full particulars includingquantitative details and situation of property plant and equipment;

B. The Company does not held any intangible assets during the year;

(b) The property plant and equipment have been physically verified by the Managementat regular Intervals and no material discrepancies were noticed on such verification.

(c) The company has no immovable property hence paragraph 3(i)(c) of the Order is notapplicable to the company.

(d) The Company has not revalued its property plant and equipment (including Right ofuse assets) during the year ended 31st March 2022.

(e) There are no proceedings initiated or are pending against the Company for holdingany benami property under the Prohibition of Benami Property Transactions Act 1988 andrules made thereunder.

ii As the company is engaged in the business of infrastructure development operationsand its maintenance and there is no inventory in hand at any point of time henceparagraph 3(ii) of the Order is not applicable to the company.

iii. During the year the Company has not provided any loans advances in the nature ofloans stood guarantee and provided security to companies hence paragraph 3(iii) of theOrder is not applicable to the company.

iv. The Company has not entered into any transaction in respect of loans investmentsguarantee and securities which attracts compliance to the provisions of the sections 185and 186 of the Companies Act 2013. Therefore the paragraph 3(iv) of the Order is notapplicable to the company.

v. The Company has not accepted deposits and the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act and the paragraph 3(v) of the Order and the rules framed there under are notapplicable to the Company.

vi. We have broadly reviewed the books of account maintained by the Company pursuant tothe rules made by the Central Government for the maintenance of cost records under section148(1) of the Companies Act 2013 related to the infrastructure services and are of theopinion that prima facie the specified accounts and records have been made andmaintained. We have not however made a detailed examination of the same.

vii. a. According to the information and explanations given to us and on the basis ofour examination of the books of accounts the company has been generally regular indepositing undisputed statutory dues including provident fund employee state insuranceincome tax service tax value added tax cess and other statutory dues during the yearwith the appropriate authorities. As on 31st March 2022 there are no undisputed statutorydues payables for period exceeding for a period more than six month from the date theybecome payable .

b. According to the information and explanation given to us there are no dues ofincome tax sales tax service tax duty of customs duty of excise value added tax cessand any other statutory dues which have not been deposited on account of dispute.

viii. The Company has not surrendered or disclosed any transaction previouslyunrecorded in the books of account in the tax assessments under the Income Tax Act 1961as income during the year. Accordingly the requirement to report on clause 3(viii) of theOrder is not applicable to the Company.

ix. a) During the year the Company has defaulted in repayment of term loans andinterest thereon to the financial institution:

S.No. Nature of the Borrowing Name of the Lender Amount not paid on due date Whether Principal or Interest No. of days delay or unpaid Remarks
1 Term Loan IL&FS Financial Services Limited Rs.449980313 Principal and Interest 13 months

b) The Company has not been declared wilful defaulter by any bank or financialinstitution or government or any government authority.

c) The Company have applied the term loans for the purpose of which the loans obtained.

d) On an overall examination of the financial statements of the Company no fundsraised on short-term basis have been used for long-term purposes by the Company.

e) On an overall examination of the financial statements of the Company the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associates or joint ventures.

f) The Company has not raised loans during the year on the pledge of securities held inits subsidiaries joint ventures or associate companies. Hence the requirement to reporton clause (ix) (f) of the Order is not applicable to the Company.

x. a) The Company has not raised any monies during the year by way of initial publicoffer in the nature of equity shares.

b) The Company has not made any preferential allotment or private placement of shares/fully or partially or optionally convertible debentures during the year under audit andhence the requirement to report on clause 3(x)(b) of the Order is not applicable to theCompany.

xi. a) No fraud/ material fraud by the Company or no fraud / material fraud on theCompany has been noticed or reported during the year.

b) During the year no report under sub-section (12) of section 143 of the CompaniesAct 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT - 4 asprescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment.

c) As represented to us by the management there are no whistle blower complaintsreceived by the Company during the year.

xii. The Company is not a Nidhi Company and hence clause 3 (xii) of the Companies(Auditor's Report) Order 2020 is not applicable.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with sections 177 and 188 of the Companies Act 2013 where applicable andthe details of such transactions have been disclosed in the Standalone Ind AS financialstatements as required by the applicable accounting standards.

xiv. a) The Company has an internal audit system commensurate with the size and natureof its business.

b) The internal audit reports of the Company issued till the date of the audit reportfor the period under audit have been considered by us.

xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

xvi. a) The provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause(xvi)(a) of the Order is not applicable to the Company.

b) The Company has not conducted any Non-Banking Financial or Housing Financeactivities without obtained a valid Certificate of Registration (CoR) from the ReserveBank of India as per the Reserve Bank of India Act 1934.

c) The Company is not a Core Investment Company as defined in the regulations made byReserve Bank of India. Accordingly the requirement to report on clause 3(xvi) of theOrder is not applicable to the Company.

d) There is no Core Investment Company as a part of the Group hence the requirementto report on clause 3(xvi) of the Order is not applicable to the Company.

xvii. The Company has incurred cash loss during the current year Rs.15.04 Crs and inthe preceding financial year Rs.17.64 Crs.

xviii. There has been no resignation of the statutory auditors during the year andaccordingly requirement to report on Clause 3(xviii) of the Order is not applicable to theCompany.

xix. On the basis of the financial ratios disclosed in note no. 26 to the financialstatements ageing and expected dates of realization of financial assets and payment offinancial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due.

xx. a) In respect of other than ongoing projects there are no unspent amounts that arerequired to be transferred to a fund specified in Schedule VII of the Companies Act (theAct) in compliance with second proviso to sub section 5 of section 135 of the Act. b)There are no unspent amounts in respect of ongoing projects that are required to betransferred to a special account in compliance of provision of sub section (6) of section135 of Companies Act.

xxi. There are qualifications by the respective auditors in the Companies (AuditorsReport) Order (CARO) reports of the companies included in the consolidated financialstatements. The following are the details regarding them:

S.No. Name of the Company Paragraph no. in the respective CARO reports Remarks
1 Sai Maatarini Tollways Limited vii(b) ix(a) and xvii Regarding Tax disputes Non-payment of Debt and Cash Losses
2 Indore Dewas Tollways Limited ix(a) and xvii Non-payment of Debt and Cash Losses

For G.S. SAI BABU & ASSOCIATES

Chartered Accountants

Firm's Registration No.: 014207S

SATYA SAI BABU GURRAM

Proprietor

Membership No: 208341

Place: Hyderabad

Date : 24th May 2022

UDIN : 22208341AJMVUS9695

ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT (Referred to in our Report of evendate)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GayatriHighways Limited ("the Company") as of 31st March2022 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 of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (the "Guidance Note").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in 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 proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the Standalone Ind AS financial statements whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Standalone Ind AS 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 the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Standalone Ind AS financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the Standalone Ind AS 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 the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For G.S.SAI BABU & ASSOCIATES

Chartered Accountants

Firm's Registration No.: 014207S

SATYA SAI BABU GURRAM

Proprietor

Membership No: 208341

Place : Hyderabad

Date : 24th May 2022

UDIN: 22208341AJMVUS9695.

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