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H T Media Ltd.

BSE: 532662 Sector: Media
NSE: HTMEDIA ISIN Code: INE501G01024
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VOLUME 10969
52-Week high 30.65
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Buy Price 0.00
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OPEN 22.65
CLOSE 22.75
VOLUME 10969
52-Week high 30.65
52-Week low 10.01
P/E
Mkt Cap.(Rs cr) 526
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

H T Media Ltd. (HTMEDIA) - Auditors Report

Company auditors report

To

The Members of HT Media Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of HT Media Limited ("theCompany") which comprise the standalone balance sheet as at March 31 2020 and thestandalone statement of profit and loss (including other comprehensive income) standalonestatement of changes in equity and standalone statement of cash flows for the year thenended and notes to the standalone financial statements including a summary of thesignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of report of other auditor on the financialstatements of the HT Media Employee Welfare Trust the aforesaid standalone financialstatements give the information required by the Companies Act 2013 ("Act") inthe manner 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 2020 and loss and 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) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence obtained by us along with the consideration of auditreport of the other auditor referred to in sub- paragraph (a) of the 'Other Matters'paragraph below is sufficient and appropriate to provide a basis for our opinion on theStandalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Description of Key Audit Matters

Impairment assessment of Investment Properties

See note 4 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The Company's gross carrying value of investment properties is RS 49937 lacs as at March 31 2020. An impairment loss of RS 1305 lacs has been recognized in the standalone statement of profit and loss for the year ended March 312020. Our audit procedures included:
• Tested the design implementation and operating effectiveness of key controls over the impairment assessment process.
The Company's investment properties portfolio consists of residential buildings and commercial projects located in India. The portfolio consists of properties which are fully constructed as well as under construction. Further there are certain properties which are under litigation or where the developers are under Insolvency and Bankruptcy Code. • Assessed the competence objectivity and scope of work of the valuer engaged by management.
The Company involved an external valuation specialist to determine the fair values of investment properties. There are significant judgements and estimates to be made in relation to the valuation of the Company's investment properties. The fair value is compared with the carrying value of each investment property in order to determine impairment loss if any. • We inspected the valuation reports and assessed the fair value as determined by the valuer as under:
• Compared the fair value as determined by the valuer to the externally derived data of comparable properties in respect of selected investment properties;
• Involved our internal specialist to compare the fair value of certain properties as stated in the valuation reports with independently formed market expectations;
Considering the inherent uncertainty significant judgments and estimates involved and the significance of the value of the assets impairment assessment of investment properties has been considered as a key audit matter. • Discussed with management the status of properties under litigation and under Insolvency and Bankruptcy Code.
• Involved our internal specialists to assist us in assessing the key assumptions and factors considered while determining the impairment loss on such properties.
• Inspected on a test check basis the underlying property documents.
• Compared the Company's calculation of impairment loss with the underlying accounting records and documents.
• Tested the adequacy of disclosures made in the standalone financial statements as required by relevant accounting standards.

Impairment assessment of Investment in Subsidiary See note 6A to the standalonefinancial statements

The key audit matter How the matter was addressed in our audit
During the current year ended March 31 2020 the Company acquired controlling stake in Next Media Works Limited (NMW) and Next Radio Limited (NRL) for RS 27643 lacs (gross value before impairment). Accordingly these entities became subsidiaries of the Company. Our audit procedures included:
• Tested design implementation and operating effectiveness of key controls over the impairment assessment process.
• As value in use (VIU) was higher than fair value less cost of disposal (FVLCD) we assessed the VIU as determined by the Company as under:
The Company has performed an impairment assessment on the above mentioned investment in subsidiaries as at March 31 2020. • Assessed the method of determining VIU and key assumptions used therein through historical information budgets / projections externally derived data and other relevant information.
The impairment assessment is considered as a key audit matter as it involves significant judgements and estimates in assessing the recoverable value. The recoverable value is considered to be the higher of the Company's assessment of the value in use (VIU) and fair value less cost of disposal (FVLCD). The economic slowdown owing to the Covid-19 pandemic and other economic factors may impact the future cash flows of NMW and NRL and the key assumptions taken while computing VIU. • Challenged the key assumptions within the build up and methodologies used by the Company.
• Assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions.
• Compared the implied multiple arising from the VIU to the market multiples.
• Involved our internal specialists to assist us in performing above mentioned procedures.
• Tested the adequacy of disclosures made in the standalone financial statements as required by relevant accounting standards.

Impairment testing of property plant and equipment and intangible assets See note 3and note 5 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The Company is engaged in printing and publishing of newspapers and periodicals through various plants operated in India. Our audit procedures included:
• Assessed Company's identification of CGUs with reference to the guidance in the applicable accounting standards;
The Company is also engaged in providing entertainment radio broadcast and other related activities through its radio stations. • Tested design implementation and operating effectiveness of key controls over the impairment assessment process.
The gross carrying value of property plant and equipment amounts to RS 51453 lacs and intangible assets amounts to RS 47936 lacs as at March 31 2020. • We assessed the value in use (VIU) as determined by the Company as under:
The Company performs an annual assessment of the property plant and equipment and intangible assets at cash generating unit (CGU) level to identify any indicators of impairment. • Assessed the method of determining VIU and key assumptions used therein through historical information budgets / projections externally derived data and other relevant information.
The recoverable amount of the CGU which is based on value in use ('VIU') has been derived from discounted forecast cash flow model. The model uses several key assumptions. The economic slowdown owing to the Covid-19 pandemic and other economic factors may impact the key assumptions taken while computing VIU. • Challenged the key assumptions and judgements within the build-up and methodologies used by the Company.
• Assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions.
• Involved our internal specialists to assist us in performing above mentioned procedures to the extent applicable.
Considering the inherent uncertainty complexity and judgment involved and the significance of the value of the assets impairment assessment of the above mentioned assets has been considered as a key audit matter. • Tested the adequacy of disclosures made in the standalone financial statements as required by relevant accounting standards.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed and based on the audit report of other auditor we conclude thatthere is a material misstatement of this other information we are required to report thatfact. We have nothing to report in this regard.

Management's and Board of Directors' Responsibility for the Standalone FinancialStatements

The Company's Management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the standalone financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management and Board of Directorsare responsible 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 the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

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

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

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the companyhas adequate internal financial controls with reference to financial statements in placeand the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the standalone financial statementsmade by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the standalone financial statements or if such disclosures areinadequate 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 the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

• Obtain sufficient appropriate audit evidence regarding the financial informationof the Company to express an opinion on the standalone financial statements. We areresponsible for the direction supervision and performance of the audit of financialinformation of the Company of which we are the independent auditors. For the other entityincluded in the standalone financial statements which has been audited by other auditorsuch other auditor remains responsible for the direction supervision and performance ofthe audit carried out by them. We remain solely responsible for our audit opinion. Ourresponsibilities in this regard are further described in para (a) of the section titled'Other Matters' in this audit report.

We believe that the audit evidence obtained by us along with the consideration of auditreport of the other auditor referred to in sub-paragraph (a) of the Other Mattersparagraph below is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Other Matters

a) We did not audit total assets of RS 2111.91 lacs as at March 312020 and totalrevenues of RS 8.71 lacs for the year then ended included in the standalone financialstatements in respect to HT Media Employee Welfare Trust not audited by us whosefinancial information has been audited by another auditor and whose report has beenfurnished to us. Our opinion on the standalone financial statements to the extent theyhave been derived from such financial statements is based solely on the report of suchother auditor.

b) We draw your attention to the fact that corresponding figures for the year ended 31March 2019 are based on previously issued standalone financial statements of the Companythat were audited by the predecessor auditor who expressed an unmodified opinion on thosestandalone annual financial statements dated May 10 2019.

Our opinion on the standalone financial statements and our report on Other Legal andRegulatory Requirements below is not modified in respect of the above matters.

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) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. (A) As required by Section 143(3) of the Act based on our audit and onconsideration of report of other auditor on financial statements of HT Employee WelfareTrust as noted in the 'Other Matters' paragraph 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 of the aforesaidstandalone financial statements.

b) In our opinion proper books of account as required by law relating to preparationof aforesaid standalone financial statements have been kept by the Company so far as itappears from our examination of those books and the report of other auditor.

c) The standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 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".

(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 and basedon the consideration of the report of other auditor on the financial statements of HTEmployee Welfare Trust as noted in the 'Other Matters' paragraph:

i. The Company has disclosed the impact of pending litigations as at March 31 2020 onits financial position in its standalone financial statements - Refer Note 35 (d) to thestandalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

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

iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from November 8 2016 to December30 2016 have not been made in these financial statements since they do not pertain to thefinancial year ended March 31 2020.

(C) With respect to the matter to be included in the Auditors' Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R and Associates
Chartered Accountants
Firm's Registration No.- 128901W
Rajesh Arora
Partner
Place: Gurugram Membership No. 076124
Date: June 26 2020 UDIN: 20076124AAAABV2506

Annexure A referred to in our Independent Auditor's Report

to the members of HT Media Limited on the standalone financial statements for the yearended March 31 2020

(i) (a) The Company has maintained proper records showing full Particuars includingquantitative details and situation of its fixed assets (i.e. property plant andequipment).

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification by management is reasonable havingregard to the size of the Company and the nature of its assets. In accordance with thisprogramme certain fixed assets were physically verified during the year. As informed tous no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) Inventories except for goods-in-transit have been physically verified by themanagement during the year. In our opinion the frequency of such verification isreasonable. According to the information and explanations given to us the procedures forphysical verification of inventories followed by the management during the year arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness. The discrepancies noticed on verification between the physical stocks and thebook records were not material.

(iii) According to the information and explanations given to us the Company hadgranted loan to a company covered in the register maintained under Section 189 of theCompanies Act 2013 which is outstanding in the books in respect of which:

a) No loan has been granted by the Company in the current year Accordinglyrequirements of paragraph (iii)(a) of the Order are not applicable to the Company;

b) The schedule of repayment of principal and payment of interest has been stipulated.There has been no repayment of principal and payment of interest in the financial yearended March 312020; and

c) There is no amount overdue for more than 90 days in respect of the above mentionedloan.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of the loans and investments made and guarantees and securities provided by it.

(v) As per the information and explanations given to us the Company has not acceptedany deposits as mentioned in the directives issued by the Reserve Bank of India and theprovisions of Section 73 to 76 or any other relevant provisions of the Companies Act 2013and the rules framed there under. Accordingly paragrap Rs 3(v) of the Order is notapplicable to the Company.

(vi) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company is required to maintain costrecords as specified under Section 148(1) of the Act in respect of its radio services. Wehave broadly reviewed the same and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained We have not however made a detailedexamination of the records with a view to determine whether they are accurate or complete.

(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' stateinsurance income tax goods and service tax (GST) duty of customs cess professionaltax and other statutory dues have been regularly deposited during the year by the Companywith the appropriate authorities. As explained to us the Company did not have any dues onaccount of sales tax services tax duty of excise and value added tax.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income tax GST duty ofcustoms cess professional tax and other statutory dues were in arrears as at March 312020 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofincome tax sales tax service tax GST and value added tax which have not been depositedby the Company with the appropriate authorities on account of any dispute as at March312020 except as mentioned in the annexure below:

The below information is as per the demand orders received by the Company (includinginterest and penalty) wherever indicated in the order.

Name of Statute Nature of dues Amount ( Rs In lacs) Amount paid under protest ( Rs in lacs) Year which amount relates Forum where dispute is pending
Income Tax Act 1961 Disallowance of certain expenditure 119.50 101.20 AY 2010-11 Commissioner of Income tax (Appeals)
Income Tax Act 1961 Disallowance of certain expenditure 11.40 11.40 AY 2012-13 AY 2013-14 Income tax Appellate Tribunal
Income Tax Act 1961 Disallowance of certain expenditure 111.87 111.87 AY 2014-15 Income tax Appellate Tribunal
Income Tax Act 1961 Disallowance of certain expenditure 430.84 430.84 AY 2015-16 Income tax Appellate Tribunal
Income Tax Act 1961 Disallowance of certain expenditure 107.37 69.24 AY 2016-17 Commissioner of Income tax (Appeals)
Income Tax Act 1961 Disallowance of certain expenditure 100 100 AY 2017-18 Commissioner of Income tax (Appeals)
Finance Act1994 Service tax 61 61 2005-06 to 2009-10 and 2011-12 Supreme Court of India

(viii) In our opinion and according to the information and explanations given to us andon the basis of our examination of the records of the Company the Company has notdefaulted in repayment of loans or borrowings to banks or financial institutions. Furtherno loans or borrowings were taken from government and there were no debentures issuedduring the year or outstanding as at March 31 2020.

(ix) In our opinion and according to the information and explanations given to us andon the basis of our examination of the records of the Company the Company has applied themoney raised by way of term loans for the purpose for which they were obtained. Furtherthe Company has not raised any money by way of initial public offer or further publicoffer (including debt instruments).

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course 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) According to the information and explanations given to us the Company is not anidhi Company. Accordingly paragrap Rs 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us andon the basis of our examination of the records of the Company the transactions with therelated parties are in compliance with Sections 177 and 188 of the Companies Act 2013where applicable and the details have been disclosed in the standalone financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on the basis of 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 current year. Accordingly paragrap Rs 3(xiv) of the Order is not applicable.

(xv) According to information and explanations given to us and based on our examinationof the records of Company the Company has not entered into any non-cash transactions withdirectors or persons connected with them. Accordingly paragrap Rs 3(xv) of the Order isnot applicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For B S R and Associates
Chartered Accountants
Firm's Registration No.- 128901W
Rajesh Arora
Partner
Place: Gurugram Membership No. 076124
Date: June 26 2020 UDIN: 20076124AAAABV2506

Annexure B to the Independent Auditor's report

on the standalone financial statements of HT Media Limited for the year ended March312020.

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Subsection 3 of Section 143 of the Companies Act2013 (Referred to in paragrap Rs 1(A)(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference to standalone financialstatements of HT Media Limited ("the Company") as of March 31 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols were operating effectively as at March 312020 based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013 (hereinafter referred to as"the Act").

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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

Meaning of internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

For B S R and Associates
Chartered Accountants
Firm's Registration No.- 128901W
Rajesh Arora
Partner
Place: Gurugram Membership No. 076124
Date: June 26 2020 UDIN: 20076124AAAABV2506

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