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

GTPL Hathway Ltd.

BSE: 540602 Sector: Media
NSE: GTPL ISIN Code: INE869I01013
BSE 14:25 | 13 Apr 125.00 4.35
(3.61%)
OPEN

123.50

HIGH

128.70

LOW

122.70

NSE 14:19 | 13 Apr 125.00 3.60
(2.97%)
OPEN

122.00

HIGH

126.40

LOW

121.55

OPEN 123.50
PREVIOUS CLOSE 120.65
VOLUME 7820
52-Week high 163.00
52-Week low 39.95
P/E 10.62
Mkt Cap.(Rs cr) 1,406
Buy Price 123.95
Buy Qty 32.00
Sell Price 124.70
Sell Qty 32.00
OPEN 123.50
CLOSE 120.65
VOLUME 7820
52-Week high 163.00
52-Week low 39.95
P/E 10.62
Mkt Cap.(Rs cr) 1,406
Buy Price 123.95
Buy Qty 32.00
Sell Price 124.70
Sell Qty 32.00

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 at March31 2020 and the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Cash Flow Statement for the year then ended andnotes to the Standalone Ind AS financial statements including a summary of thesignificant accounting policies and other explanatory information(herein after referred toas "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 2020its 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 Standalone Ind ASfinancial 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

i. We draw attention to note no.45 to the Standalone Ind AS financialstatements wherein it is stated that the 'New Regulatory Framework' ('the New Framework')for Broadcasting & Cable services sector notified by Telecom Regulatory Authority ofIndia ('TRAI') came into effect from February 012019. The new framework resulted inchange of pricing mechanism and arrangements amongst the Company Local Cable Operators('LCOs') and Broadcaster. The current year was the first full year of implementation ofthe New Framework across the industry. Implementation of new regime prima facie resultedin change in LCOs' earning profile adversely and restricted their cash flow cycleconsequently lowering their ability to pay their dues to the Company. Pursuant to abovechange and assessment carried out by the management the Company has recognised Rs 790.57Million towards impairment of trade receivables. Being primarily due to change inregulations and having one-time non-routine material impact on financial results thesame is disclosed as "Exceptional Item" in Standalone Ind AS financialstatements. Our opinion is not modified in respect of this matter.

ii. We draw attention to note no.47 of the Standalone Ind AS financialstatements which describes that based on current indicators of future economicconditions the Company expects to recover the carrying amount of all its assets &revenue recognised. The impact of the COVID-19 pandemic may be different from thatestimated as at the date of approval of these Standalone Ind AS financial statements andthe Company will continue to closely monitor any material changes to future economicconditions. Our opinion is not modified in respect of this matter

iii. We draw attention to note no.50 of the Standalone Ind AS financialstatements wherein it is stated that during the previous year on account of fire at thewarehouse on January 11 2019 the Company has recognised insurance claim of Rs 90.25Million. The Company has submitted all required information to insurance surveyor andfinal report is pending due to lock down on account of COVID-19. The management estimatesthat the Insurance claim amount is fully recoverable. Our opinion is not modified inrespect of this matter

iv. We draw attention to Note no.30 to the Standalone Ind AS financialstatements wherein it is stated that the Department of Telecommunications Ministry ofCommunications Government of India Gujarat Telecom Circle Ahmedabad ("DOT")vide its letters the latest being February 15 2020 have raised demand consisting ofPrincipal amount of Rs 2286.5 Million and interest penalty and interest on penalty (asof January 15 2020) of Rs 7068.8 Million towards license fee in respect of the Company'sInternet Services Provider's License (ISP) which have been shared with us during thequarter. The Company has made representation/s contesting the basis of such demand of DoT.The Company is currently awaiting outcome of its representation/s before deciding futurecourse of action in the matter. Considering the Company's assessment of this demanduncertainty relating to the outcome of the Company's representation to the DOT and basedon the opinion of legal expert the Company is confident that it has good grounds on meritto defend itself in the above matter. Accordingly the Company is of the view that noprovision is necessary in respect of the aforesaid matter in the Ind AS Standalonefinancial statements. Our opinion is not modified in respect of this matter

v. We draw attention to Note no.46 to the Standalone Ind AS financialstatements wherein it is stated that the Company has investment aggregating Rs 2269Million in its Subsidiaries Jointly Controlled Entities and Associates of the above:

a) The Company is in the process of merging 14 Subsidiaries in whichthe Company is having equity investments aggregating Rs 694 Million and trade receivablesof Rs 813 Million.

b) Further the Company has investment aggregating Rs 678 Million incertain subsidiaries whose corresponding net-worth is lower than the Company's equityinvestment in those subsidiaries.

Based on the valuation done by an independent valuer as at March 312020 and the assessment carried out by the Company having regard to the long-terminvestments and other strategic plans impairment provision of Rs 63 Million towardsimpairment in investment as at March 31 2020 is considered adequate in view of themanagement and no further provision is considered necessary. Our opinion is not modifiedin 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. Similarly placement carriage and marketing revenue are recognised and accrued based on the underlying agreements with the concerned broadcasters. • 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.
• 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.

 

Key Audit Matters How the matter was addressed in our audit
Impairment of Property Plant & Equipment and Intangible Assets Our procedures included
• Reviewed the PPE & Intangible Assets schedule and
The Company has significant balances of Property Plant & Equipment (PPE) and Intangible Assets as at March 31 2020 (refer note 2 to the financial statements). Accordingly it requires involvement of significant management judgements in the impairment assessments of estimated utilisation of the assets and hence it is considered as key audit matter. assessed the need for any impairment in the value of property plant and equipment and intangible assets (due to changes in regulation or change in the subscriber base or external information obsolescence and damage) in accordance with applicable accounting standards.
• Enquiring with the management about the operational status of the PPE and whether the same is in usable condition.
• Reviewed the impairment assessment carried out by the Company for intangible assets and considered the appropriateness of the key assumptions used for impairment assessment of intangible assets.
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 2020 (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 responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the financial statements and our auditors'report thereon. The other information is expected to be made available to us after thedate 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's annualreport if we conclude that there is a material misstatement 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 responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of theseStandalone Ind AS financial statements that give a true and fair view of the state ofaffairs 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 as agoing 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 also responsiblefor 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 our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone 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 the goingconcern basis 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 conditions maycause the Company to cease to continue as a 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 of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government in terms of Section 143 (11) ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

b) In our opinion proper books of account as required by law have beenkept 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 OtherComprehensive Income) the Statement of Changes in Equity and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

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

e) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B";

g) With respect to the matter to be included in the Auditors' Reportunder Section 197(16) of the Act in our opinion and according to the information andexplanations given to us the remuneration paid by the Company to its directors during thecurrent year is in accordance with the provisions of Section 197 of the Act. Theremuneration paid to any director is not in excess of the limit laid down under Section197 of the Act. The Ministry of Corporate Affairs has not prescribed other details underSection 197(16) which are required to be commented upon by us.

(B) With respect to the other matters to be included in the Auditors'Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations as atMarch 31 2020 on its financial position in its Standalone Ind AS financial statements -Refer Note 30(E) to the Standalone Ind AS financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts- Refer Note 30(D) to the Standalone Ind ASfinancial statements;

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

iv. The disclosures in the Standalone Ind AS financial statementsregarding holdings as well as dealings in specified bank notes during the period from 8November 2016 to 30 December 2016 have not been made in these financial statements sincethey do not pertain to the financial year ended March 31 2020.

For Khimji Kunverji & Co LLP
(formerly Khimji Kunverji & Co)
Chartered Accountants
(FRN: 105146W/ W100621)
Gautam V Shah
Place : Mumbai Partner (F-117348)
Date : April 21 2020 ICAI UDIN :20117348AAAAAF3316

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

i. (a) The Company has maintained proper records showing fullincluding quantitative details and situation of fixed assets except in case of certainnetwork equipment like cables and Set top boxes and other line equipment. As explained tous the nature of some of the assets like cables& set top boxes are such thatmaintaining location wise details is impractical.

(b) The Company has a regular program of physical verification of itsfixed assets by which all fixed assets are verified in a phased manner other than set topboxes installed at customer premises and those in transit or lying with local cableoperators and distributing equipment comprising overhead and underground cables because ofnature and location of these assets. According to information and explanation given to usexistence of 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 explanationsgiven to us and on the basis of our examination of the records of the Company some of theimmovable properties of the Company are still in the Company's earlier name i.e. GujaratTelelink Private Limited which the Company is in the process of changing to its currentname i.e. GTPL Hathway Limited. Further in case of one immovable property title deed isnot in the name of the Company details of such immovable property are as under;

Particulars Office Building
Gross block as at March 31 2020 (Rs in Million) 2.05
Net block as at March 31 2020 (Rs in Million) 1.62

Except as mentioned above all the title deeds of immovable propertiesare held in the name of the Company

ii. In our opinion and according to the information and explanationgiven to us the management has conducted physical verification of inventory at reasonableintervals and no material discrepancies between physical inventory and book records werenoticed on physical verification.

iii. In our opinion and according to the information and explanationsgiven to us the Company has not granted any loans secured or unsecured to other partiescovered in the register maintained under Section 189 of the Act. Accordingly paragraph3(iii) of the Order is not applicable to the Company.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 of theAct with respect to the loans given investments made guarantees given and securityprovided.

v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits from the public during the year interms of the provisions of Sections 73 to 76 or any other relevant provisions of the Actand the rules framed there under. Accordingly paragraph 3(v) of the Order is notapplicable to the Company.

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 sub-section (1) of Section 148 of the Act in respect of Company's servicesand are of the opinion that prima facie the prescribed accounts and records have beenmade and maintained. However we have not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations

given to us and on the basis of our examination of the records of theCompany amounts deducted/ accrued in the books of account in respect of undisputedstatutory dues including Provident Fund Employees' State Insurance Income Tax Goods& Service Tax Duty of Customs Cess and other material statutory dues have generallybeen regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us noundisputed amounts payable in respect of Provident Fund Employees' State Insurance

Income-tax Duty of Customs Cess and other material statutory dueswere in arrears as at March 31 2020 for a period of more than six months from the datethey became payable except for tax and interest on taxes given below:

Nature of the Statute &Dues Amount Period to which amount relates Due Date Date of Payment
Goods & Service Tax (GST) 92.11 April 2019 to September 2019 October 20 2020 Unpaid
Interest on GST 10.22 April 2019 to September 2019 October 20 2020 Unpaid

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company details of dues of Income-taxGoods and Service Tax Sales-tax Service tax Duty of Customs Duty of Excise and Valueadded tax which have not been deposited as on March 31 2020 on account of disputes aregiven below:

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

viii. According to the information and explanations given to usandbased on the records of the Company the Company has not defaulted in the repayment ofloans or borrowings to financial institutions banks government and dues to debentureholders.

ix. According to the information and explanations given to us the termloans have been applied by the Company during the year for the purposes for which theywere obtained. The Company did not raise money by way of initial public offer or furtherpublic offer (including debt instruments) during the year.

x. According to the information and explanations given to us no fraudby the Company or on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

xi. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has paid/provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 1 97 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi company. Accordingly paragraph 3(xii) of theOrder is not applicable to the Company.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the Standalone Ind AS financialstatements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicableto the Company.

xv. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with them. Accordinglyparagraph 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
(formerly Khimji Kunverji & Co)
Chartered Accountants
(FRN: 105146W/ W100621)
Gautam V Shah
Place : Mumbai Partner (F-117348)
Date : April 21 2020 ICAI UDIN :20117348AAAAAF3316

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

We have audited the internal financial controls with reference tofinancial statements of GTPL Hathway Limited ("the Company") as at March 312020 in conjunction with our audit of the Standalone Ind AS financial statements of theCompany for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia ("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 of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting (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 internal financialcontrols 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 detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany;

(b) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the Company arebeing made only in accordance with authorisations of management and directors of theCompany; and

(c) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the Company's assets thatcould 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.

OPINION

According to the information and explanation given to us the Companyhas framed process document and risk control matrix for certain key processes relating tointernal financial controls with reference to financial statements. In our opinionconsidering the internal control with reference to financial statements criteriaestablished by the Company and the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the ICAI and to justify existence and operativeeffectiveness of the said controls the Company need to strengthen the documentation ofidentified risk & controls to make it commensurate with the size of the Company andnature of its business.

For Khimji Kunverji & Co LLP
(formerly Khimji Kunverji & Co)
Chartered Accountants
(FRN: 105146W/ W100621)
Gautam V Shah
Place : Mumbai Partner (F-117348)
Date : April 21 2020 ICAI UDIN :20117348AAAAAF3316

.