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GHCL Ltd.

BSE: 500171 Sector: Industrials
NSE: GHCL ISIN Code: INE539A01019
BSE 00:00 | 26 Sep 655.05 -35.80
(-5.18%)
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690.00

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690.00

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637.50

NSE 00:00 | 26 Sep 656.30 -34.30
(-4.97%)
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690.60

HIGH

690.60

LOW

637.10

OPEN 690.00
PREVIOUS CLOSE 690.85
VOLUME 71875
52-Week high 709.00
52-Week low 349.00
P/E 7.32
Mkt Cap.(Rs cr) 6,262
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 690.00
CLOSE 690.85
VOLUME 71875
52-Week high 709.00
52-Week low 349.00
P/E 7.32
Mkt Cap.(Rs cr) 6,262
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GHCL Ltd. (GHCL) - Auditors Report

Company auditors report

To the Members of GHCL Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statementsof GHCL Limited ("the Company") which comprise the Balance sheet as at March 312021 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 standalone Ind AS financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Companies Act 2013 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2021 its profit including other comprehensive income its cash flows and the changesin equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the'Auditor's Responsibilities for the Audit of the standalone Ind AS FinancialStatements' section of our report. We are independent of the Company in accordancewith the 'Code of Ethics' issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone Ind AS financial statements.

Emphasis of Matter - Impact of outbreak of Corona virus (Covid-19)

We draw attention to Note 47 of the standalone Ind AS financialstatements which explains the uncertainties and the management's assessment of thefinancial impact related to COVID-19 pandemic situation for which a definitive assessmentof the impact in subsequent period is highly dependent on future economic developments andcircumstances as they evolve.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone Ind AS financial statements forthe financial year ended March 31 2021. These matters were addressed in the context ofour audit of the standalone Ind AS financial statements as a whole and in forming ouropinion thereon and we do not provide a separate opinion on these matters. For eachmatter below our description of how our audit addressed the matter is provided in thatcontext.

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

Key audit matters How our audit addressed the key audit matter
(a) Impairment assessment of Home Textile Division (as described in Note 3 of the standalone Ind AS financial statements)
Property plant and equipment Assets and Liabilities that are related to the integrated textile manufacturing facilities (at Tamil Nadu) Home Textiles facility (in Gujrat) and investments made in subsidiary to support the business hereafter collectively referred to as the "Home Textile Division or HT Division" with a carrying value amounting to INR 1139 crores. Our audit procedures included the following:
• Understood management and the board's controls over the assessment of the carrying value of HT Division property plant and equipment to determine whether any asset impairment was required.
• Together with valuation specialists we assessed the Company's valuation methodology applied in estimating the recoverable amount of the Company's Home Textile Division based on the cash flow projections provided by the management.
Home Textile Division has incurred losses in the earlier years as a result the management has performed an impairment assessment as per the accounting policy stated in note 2.2.L to the standalone Ind AS financial statements.
Our audit focused on this area because the assessment of recoverable value of the aforesaid assets of HT Division requires management to make a number of key judgements and estimates with respect to the future performance and profitability of the HT Division which involves judgements and estimates on future growth rates discount rates and Impact of Covid-19 etc. • Together with valuation specialists we tested the assumptions of the cash flow forecasts (taking into consideration of second wave of Covid-19) i.e. future growth rates discount rates used.
• Performed sensitivity analysis around the key assumptions used by management in impairment testing to understand the impact of reasonable changes in assumptions on the estimated recoverable amounts.
Accordingly Impairment assessment of the Company's Home Textile division has been considered as a key audit matter.
• Assessed the disclosures included in the financial statements in note 3 to the standalone Ind AS financial statements.

We have determined that there are no other key audit matters tocommunicate in our report.

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 Annual report2020-21 but does not include the standalone Ind AS financial statements and ourauditor's report thereon.

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

In connection with our audit of the standalone Ind AS financialstatements our responsibility is to read the other information and in doing so considerwhether such other information is materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Responsibilities of Management for the standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standaloneInd AS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) specified under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of 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 the 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 standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

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

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

Auditor's Responsibilities for the Audit of the standalone Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone Ind AS financialstatements.

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

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

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

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

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the

audit evidence obtained whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor's report to the related disclosures in thefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

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

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

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

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalone IndAS financial statements for the financial year ended March 31 2021 and are therefore thekey audit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act we give in the "Annexure 1" a statement on thematters specified in paragraphs 3 and 4 of the Order.

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

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

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreement with the books of account;

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

(e) The matter described in Emphasis of Matter paragraph above in ouropinion may have an adverse effect on the functioning of 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 controlswith reference to standalone Ind As financial statements and the operating effectivenessof such controls refer to our separate Report in "Annexure 2" to this report;

(h) In our opinion the managerial remuneration for the year endedMarch 31 2021 has been paid / provided by the Company to its directors in accordance with

the provisions of section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone Ind AS financial statements - Refer Note 35 to thestandalone Ind AS financial statements;

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

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

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Atul Seksaria
Partner
Place of Signature: Gurugram Membership Number:086370
Date: April 28 2021 UDIN: 21086370AAAABB9409

ANNEXURE 1

referred in paragraph under the heading "Report on other legal andregulatory requirements" of our report of even date

Re: GHCL Limited ("the company")

(i) (a) The Company has maintained proper records showing

full particulars including quantitative details and situation ofproperty plant and equipment.

(b) All property plant & equipment have not been physicallyverified by the management during the year but there is a regular programme ofverification which in our opinion is reasonable having regard to the size of the companyand nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) The inventory has been physically verified by the managementduring the year. In our opinion the frequency of verification is reasonable. No materialdiscrepancies were noticed on such physical verification. Inventories lying with thirdparties have been confirmed by them as at March 31 2021 and no material discrepancieswere noticed in respect of such confirmations.

(iii) (a) The Company has granted loan to a subsidiary

company covered in the register maintained under section 189 of theCompanies Act 2013. In our opinion and according to the information and explanationsgiven to us the terms and conditions of the grant of such loans are not prejudicial tothe company's interest.

(b) The Company has granted loan to a subsidiary covered in theregister maintained under section 189 of the Companies Act 2013. The schedule of repaymentof principal has been stipulated for the loans granted and the repayment are regular.

(c) There are no amount of loans granted to companies firms or otherparties listed in the register maintained under section 189 of the Companies Act 2013which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanationsgiven to us provisions of section 185 and 186 of the Companies Act 2013 in respect ofloans and advances given investments made and guarantees and securities given have beencomplied with by the company.

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

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148(1) of the Companies Act 2013 related to the manufacture ofSoda Ash and Textile products and are of the opinion that prima facie the specifiedaccounts and records have been made and maintained. We have not however made a detailedexamination of the same.

(vii) (a) The Company is generally regular in depositing with

appropriate authorities undisputed statutory dues including providentfund employees' state insurance income-tax duty of custom goods and service taxcess and other statutory dues applicable to it. The provisions related to sales taxservice tax duty of excise and value added taxes are not applicable to the Company.

(b) According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome- tax duty of custom goods and service tax cess and other material statutory dueswere outstanding at the year end for a period of more than six months from the date theybecame payable. The provisions related to sales tax service tax duty of excise and valueadded taxes are not applicable to the Company.

(c) According to the records of the company the dues outstanding ofemployees' state insurance income- tax sales-tax duty of custom duty of excisegoods and service tax cess and other statutory dues on account of any dispute are asfollows:

Name of the Statute Nature of Dues Demand raised (Amount in INR Crore) Pre - Deposit (Amount in INR Crore) Period to which the amount relates Forum where dispute is pending
Customs Act 1962 Differential duty on account of classification under different chapters of CETA 6.78 0.27 F.Y. 2012-13 2014-15 Customs Excise and Service tax Appellate Tribunal Chennai & Customs Excise and Service tax Appellate Tribunal Ahmedabad
Denial of Import Eligibility 0.59 0.04 F.Y 2015-16 Principal Commissioners Customs- (Chennai-III)
Central Excise Act 1944 Denial of service tax credit on ineligible services 0.11 0.10 F.Y 2004-2005 Dy. Commissioner Junagadh
Denial of CENVAT Credit & Non Payment of Service Tax & Excise Duty Demand of excise duty on Fly Ash & Trading Material 68.47 4.94 F.Y. 2008-09 to F.Y. 2016-17 Customs Excise and Service Tax Appellate Tribunal Ahmedabad
Denial of service tax credit on foreign services 1.29 0.10 F.Y 2005-2006 Customs Excise and Service Tax Appellate Tribunal Delhi
Denial of CENVAT credit on capital goods and others 0.03 - F.Y 2001-2002 Hon'ble High Court Chennai
Short reversal of CENVAT credit on goods under duty drawback scheme 0.59 0.06 F.Y 2008-2009 CESTAT Ahmedabad (Appeal)
The Employee's State Contribution Demand 0.03 F.Y 1989-2002 ESI Court Madurai
Insurance Act 1948 Contribution Demand 0.01 - F.Y 1985-1986 Hon'ble Supreme Court of India
Income Tax Act Disallowance for claim u/s 80-IA Section 14A and others 3.63 F.Y 2015-2016 Joint Comm Ahmedabad
Gujarat Sales Disallowance of Set off of 0.02 - FY 2002-2003 VAT Tribunal Ahmedabad
Tax Act 1969 Sales Tax 0.02 - FY 2003-2004 Joint Comm. (Audit) Ahmedabad

According to the information and explanations given to us there are nodues of Provident Fund value added tax goods and service tax and cess which have notbeen deposited on account of any dispute.

(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 financial institution bank or Government. The Company did not have any outstandingdebentures during the year.

(ix) In our opinion and according to the information and explanationsgiven by the management the Company has

utilized the monies raised by way of term loans for the purposes forwhich they were obtained. The Company has not raised any money by way of initial publicoffer / further public offer / debt instruments during the year.

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

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

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

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

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and hence

reporting requirements under clause 3(xiv) are not applicable to thecompany and not commented upon.

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

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

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Atul Seksaria
Partner
Place of Signature: Gurugram Membership Number:086370
Date: April 28 2021 UDIN: 21086370AAAABB9409

ANNEXURE 2

to the independent auditor's report of even date on the StandaloneFinancial Statements of GHCL Limited

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

We have audited the internal financial controls with reference tostandalone financial statements of GHCL Limited ("the Company") as of March 312021 in conjunction with our audit of the standalone financial statements of the Companyfor 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 theCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to these standalone financial statements basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the "Guidance Note") andthe Standards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both issued by ICAI. 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 with reference to these standalone financial statements was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls

with reference to these standalone financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of internal financialcontrols with reference to these standalone financial statements assessing the risk thata material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement 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 internalfinancial controls with reference to these standalone financial statements.

Meaning ofInternal Financial Controls With Reference to thesestandalone Financial Statements

A company's internal financial controls with reference tostandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial controls with reference to standalonefinancial statements includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With Reference tostandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation

of the internal financial controls with reference to standalonefinancial statements to future periods are subject to the risk that the internal financialcontrol with reference to standalone financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchinternal financial controls with reference to standalone financial statements wereoperating effectively as at March 31 2021 based on the

internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote issued by the ICAI.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Atul Seksaria
Partner
Place of Signature: Gurugram Membership Number:086370
Date: April 28 2021 UDIN: 21086370AAAABB9409

.