You are here » Home » Companies » Company Overview » GTPL Hathway Ltd

GTPL Hathway Ltd.

BSE: 540602 Sector: Media
NSE: GTPL ISIN Code: INE869I01013
BSE 09:59 | 25 May 158.05 -1.70
(-1.06%)
OPEN

159.95

HIGH

159.95

LOW

156.10

NSE 09:49 | 25 May 157.70 -2.05
(-1.28%)
OPEN

159.10

HIGH

159.90

LOW

155.45

OPEN 159.95
PREVIOUS CLOSE 159.75
VOLUME 2107
52-Week high 313.15
52-Week low 136.75
P/E 12.52
Mkt Cap.(Rs cr) 1,777
Buy Price 157.50
Buy Qty 6.00
Sell Price 158.30
Sell Qty 65.00
OPEN 159.95
CLOSE 159.75
VOLUME 2107
52-Week high 313.15
52-Week low 136.75
P/E 12.52
Mkt Cap.(Rs cr) 1,777
Buy Price 157.50
Buy Qty 6.00
Sell Price 158.30
Sell Qty 65.00

GTPL Hathway Ltd. (GTPL) - Auditors Report

Company auditors report

To the Members of

GTPL Hathway Limited

REPORT ON THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

OPINION

We have audited the Standalone Ind AS financial statements of GTPLHathway Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2021 and the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and the Cash Flow Statement for the year thenended and notes to the Standalone Ind AS financial statements including a summary of thesignificant accounting policies and other explanatory information (herein after referredto as "Standalone Ind AS financial statements").

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 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2021its profit (including other comprehensive income) changes in equity and its cash flowsfor the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneInd AS financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of theStandalone Ind AS financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

We draw attention to Note no.30 (A)(ii) to the standalone financialstatements wherein it is stated that the Department ofTelecommunicationsMinistryofCommunicationsGovernment of India ("DoT") hasraised demand on the Company consisting of Principal amount of ` 2286.50 Million andinterest penalty and interest on penalty (as of January 15 2020) of ` 7068.90 Milliontowards license fee in respect of the Company's Internet Services Provider'sLicense (ISP). The Company in line with the observations made by the Supreme Court in itsfinal order dated June 18 2020 has made representations to DoT against said noticewhich DoT has taken on record. Basis its assessment of the legal position on the mattercoupled with observations made by the Supreme Court in Its order dated June 18 2020 inthe matter of Union of India v/s AUSPI & Ors. bearing C.A. Nos.6328 – 6399 &based on the opinion of legal experts the Company is confident that it has good groundson merit to defend itself in this matter. Accordingly the Company is of the view that noprovision is necessary in respect of the aforesaid matter in the financial results. Ouropinion 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 ofthe current year. These matters were addressed in the context of our audit of theStandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters.

DESCRIPTION OF KEY AUDIT MATTER:

Key Audit Matters How the matter was addressed in our audit
Revenue recognition Our procedures included:
Subscription activation installation and one time rental income is recognised and accrued based on the underlying subscription plans tariff and agreements with the concerned subscribers or cable operators. Understood evaluated and tested the key controls over the revenue recognised on sample basis
On sample basis checked the revenue recognised under subscription income with the rates approved by the management of the Company and communicated to the local cable operators or subscribers using subscriber management system.
Similarly placement carriage and marketing revenue are recognised and accrued based on the underlying agreements with the concerned broadcasters.
The Company has presence across different marketing regions within the country. Accordingly there is large variety and complexity in the contractual terms with the subscribers cable operators and broadcasters. On sample basis checked the revenue recognised under the placement carriage and marketing income with the agreement entered into by the Company with the broadcasters.
The revenue is also recognised based on estimation as per the latest terms of the agreement or latest negotiation with customers and broadcaster as appropriate. Performed analytical procedures and cut-off procedures for reasonableness of revenues recognised.
Reviewed the reconciliation between the accounting system and operating system.
Based on the above it is considered as key audit matter.
Assessed the judgements and estimates made by the management in revenue recognition.
Impairment of Investments in Subsidiaries Associates and Jointly Controlled Entities Our procedures included
Considered the need for any impairment assessment in value of Investment based on performance and future plans for those entities and in accordance with requirements of the applicable Indian accounting standards.
The Company has significant balance of Investment as at March 31 2021 (refer note 3 to the financial statements).
Accordingly it requires involvement of significant management judgement in the impairment assessment and hence it is considered as key audit matter.
Reviewed the reports of valuation of investment and considered the appropriateness of the key assumptions used in the valuation for impairment assessment of investments.
Assessing the adequacy of the Company's disclosures in respect of the impairment in accordance with accounting standards.
EPC Contract: Bharat Net Our procedures included
The Company is appointed as Project Implementation Agency along with its consortium partner for package B of Bharat Net Phase II Project in the state of Gujarat. (‘the project') Reviewed the terms of contract of the project.
Discussed with management and the respective project team about the progress of the project.
During the year the Company has recognised revenue and cost from this project. Due to the nature of the project recognition of revenue and cost involves usage of percentage of completion method which is determined based on the progress towards complete satisfaction of that performance obligation which involves significant judgments identification of contractual obligations and the Company's rights to receive payments for performance completed till date. On sample basis tested the actual costs incurred on the project.
Checked the revenue recognised based on the percentage completion and as per the contract terms.
Assessed the judgements and estimates made by the management in revenue recognition and budgeted cost.
Accuracy of revenues and cost may deviate significantly on account of change in judgements and estimates and hence is considered as key audit matter.

OTHER INFORMATION

The Company's management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's annual report but does not include the financial statements and ourauditors' report thereon. The other information is expected to be made available tous after the date of this auditor's report.

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 the other information is materially inconsistent with the Standalone Ind ASfinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

When we read the other information included in the Company'sannualreportifweconcludethatthereisamaterialmisstatement therein we are required tocommunicate the matter to those charged with governance.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIALSTATEMENTS

The Company's management and Board of Directors are responsiblefor the matters stated in Section 134(5) of the Act with respect to the preparation ofthese Standalone Ind AS financial statements that give a true and fair view of the stateof affairs profit and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.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 design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the Standalone Ind ASfinancial 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 andBoard of Directors are responsible for assessing the Company's ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

The Company's management and Board of Directors are alsoresponsible for overseeing the Company'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 the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Standalone Ind AS financial statements or if such disclosuresare inadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding 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 auditors' report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

OTHER MATTER

We refer to note no.43 to the standalone financial statements whichmention about the amalgamation of two entities and demerger of nine business undertakings.We did not audit the financial statements of the Amalgamated/ Demerged undertaking asconsidered in these standalone financial statements whose financial statements reflectstotal assets (before elimination adjustments) of ` 479.52 Million as at March 31 2021 (`623.07 Million as at March 31 2020) and total revenues from operations (beforeelimination adjustments) of ` 609.45 Million for the period from April 01 2020 to March31 2021 (` 507.19 Million for the period from April 01 2019 to March 31 2020). Thesefinancial statements have been audited by the auditors of the Amalgamated/ Demergedundertaking whose report has been furnished to us by the management and our opinion on thestandalone financial statements in so far as it relates to the amounts and disclosuresincluded in respect of the Amalgamated/ Demerged undertaking is based solely on thereport of the auditors of the Amalgamated/ Demerged undertaking as adjusted for theaccounting effects of the Scheme recorded by the Company (in particular the accountingeffects of Ind AS 103 ‘Business Combinations') and other consequentialadjustments which have been audited by us. Our opinion is not modified in respect of thismatter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors' Report) Order 2016 ("theOrder") issued by the Central Government in terms of Section 143 (11) of the Act wegive in the "Annexure A" a statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

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

c) The Balance Sheet the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account;

d) In our opinion the aforesaid Standalone Ind AS financial statements comply with theInd AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 from being appointed as a director in terms of Section 164(2) of theAct;

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B";

g) With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act in our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.

(B) With respect to the other matters to be included in the Auditors' 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 has disclosed the impact of pending litigations as at March 31 2021 onits financial position in its Standalone Ind AS financial statements - Refer Note 30(E) tothe Standalone Ind AS financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts- Refer Note 30(D) to the Standalone Ind AS financial statements;

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

iv. The disclosures in the Standalone Ind AS financial statements regarding holdings aswell as dealings in specified bank notes during the period from November 8 2016 toDecember 30 2016 have not been made in these financial statements since they do notpertain to the financial year ended March 31 2021.

For Khimji Kunverji & Co LLP
Chartered Accountants
(FRN: 105146W/ W100621)
Gautam V Shah
Place : Mumbai Partner (F-117348)
Date : April 16 2021 ICAI UDIN :21117348AAAAAQ3600

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THESTANDALONE IND AS FINANCIAL STATEMENTS OF GTPL HATHWAY LIMITED

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets except in case of certain networkequipment like cables and Set top boxes and other line equipments. As explained to us thenature of some of the assets like cables & set top boxes are such that maintaininglocation wise details is impractical.

(b) The Company has a regular program of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner other than set top boxes installedat customer premises and those in transit or lying with local cable operators anddistributing equipment comprising overhead and underground cables because of nature andlocation of these assets. According to information and explanation given to us existenceof set top boxes at customer premises is verified based on ‘active user' statusin the system. In our opinion periodicity of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to the programcertain fixed assets were physically verified by the Management during the year. In ouropinion and according to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us and onthe basis of our examination of the records of the Company except for some of theimmovable properties of the Company are still in the Company's earlier name i.e.Gujarat Telelink Private Limited which the Company is in the process of changing to itscurrent name i.e. GTPL Hathway Limited all the title deeds of immovable properties areheld in the name of the Company.

ii. In our opinion and according to the information and explanation given to us themanagement has conducted physical verification of inventory at reasonable intervals and nomaterial discrepancies between physical inventory and book records were noticed onphysical verification. iii. In our opinion and according to the information andexplanations given to us the Company has not granted any loans secured or unsecured toother parties covered in the register maintained under Section 189 of the Act.

Accordingly paragraph 3(iii) of the Order is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act with respectto the loans given investments made guarantees given and security provided.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public during the year in terms of theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and the rulesframed there under.

Accordingly paragraph 3(v) of the Order is not applicable 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 undersub-section (1) of Section 148 of the Act in respect of Company's services and are ofthe opinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employees'State Insurance Income Tax Goods & Service Tax Duty of Customs Cess and othermaterial statutory dues have generally been regularly deposited during the year by theCompany with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income-tax Goods& Service Tax Duty of Customs Cess and other material statutory dues were in arrearsas at March 31 2021 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company details of dues of Income- tax Goods andService Tax Sales-tax Service tax Duty of Customs Duty of Excise and Value added taxwhich have not been deposited as on March 31 2021 on account of disputes are given below:

(Rs. In Million)
Name of the statute Nature of Dues Forum where the dispute is pending Year to which it pertains (FY) Amount unpaid against the same
Maharashtra Land Revenue Act Entertainment Tax Bombay High Court 2013-14 & 2014-2015 41.36
Customs Act Custom Duty CESTAT (DRI)-Mumbai 2015 – 2016 342.98
Customs Act Custom Duty CESTAT - Ahmedabad 2012 – 2013 & 2013 – 2014 1.14
Customs Act Custom Duty Principal Commissioner of Custom - Ahmedabad 2012 – 2013 & 2013 – 2014 20.03
Central Sales Tax Act Gujarat VAT Asst Commissioner of States Tax - Ahmedabad 2013-14 1.88
Income Tax Act Income Tax Commissioner of Income Tax (Appeals) 2017-18 108.71
Income Tax Act Income Tax Commissioner of Income Tax (Appeals) 2013-14 11.89
Finance Act Service Tax The Director General of Goods & Service Tax Intelligence Ahmedabad 2014-15 2015-16 2016-17 & 2017-18 (till June 30 2017) 67.53
Finance Act Service Tax The Additional Director General (Audit) 2015-16 2016-17 & 2017-18 (till June 30 2017) 78.42
Income Tax Act Income Tax Commissioner of Income Tax (Appeals) 2010-11 0.18
Income Tax Act Income Tax Income Tax Appellate Tribunal 2015-16 12.20
ESIC ESIC Officer of ESIC 2013-14 3.13

viii. According to the information and explanations given to us and based on therecords of the Company the Company has not defaulted in the repayment of loans orborrowings to financial institutions banks government and dues to debenture holders.

ix. According to the information and explanations given to us the term loans have beenapplied by the Company during the year for the purposes for which they were obtained.

The Company did not raise money by way of initial public offer or further public offer(including debt instruments) during the year.

x. According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit.

xi. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Standalone Ind AS financial statements as requiredby the applicable accounting standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

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 non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.

xvi. According to the information and explanations given to us theCompany is not required to be registered under section 45 IA of the Reserve Bank of IndiaAct 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For Khimji Kunverji & Co LLP
Chartered Accountants
(FRN: 105146W/ W100621)
Gautam V Shah
Place : Mumbai Partner (F-117348)
Date : April 16 2021 ICAI UDIN :21117348AAAAAQ3600

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THESTANDALONE IND AS FINANCIAL STATEMENTS

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE ACT

OPINION

We have audited the internal financial controls with reference tofinancial statements of GTPL Hathway Limited ("the Company") as at March 312021 in conjunction with our audit of the Standalone Ind AS financial statements of theCompany for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone Ind AS financial statements andsuch internal financial controls were operating effectively as at March 31 2021 based onthe internal financial controls with reference to standalone Ind AS financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (the "GuidanceNote").

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingissued by ICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the StandaloneInd AS 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 financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS

A Company's internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Company's internalfinancial control with reference to financial statements includes those policies andprocedures that:

(a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of management and directors of the Company; and

(c) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the Company's assetsthat could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

OTHER MATTER

Our aforesaid reports under section 143(3)(i) of the Act on theadequacy and operating effectiveness of the internal financial controls with reference toStandalone Ind AS financial statements in so far as it relates to amalgamation of twoentities and demerger of nine business undertakings is based on the corresponding reportsof the auditors of the amalgamated/ Demerged undertaking whose report has been furnishedto us by the management. Our opinion is not modified in respect of this matter.

For Khimji Kunverji & Co LLP
Chartered Accountants
(FRN: 105146W/ W100621)
Gautam V Shah
Place : Mumbai Partner (F-117348)
Date : April 16 2021 ICAI UDIN :21117348AAAAAQ3600

.