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Hathway Cable & Datacom Ltd.

BSE: 533162 Sector: Media
NSE: HATHWAY ISIN Code: INE982F01036
BSE 00:00 | 05 Dec 17.60 0.25
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17.40

NSE 00:00 | 05 Dec 17.60 0.25
(1.44%)
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17.75

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OPEN 17.40
PREVIOUS CLOSE 17.35
VOLUME 535049
52-Week high 24.05
52-Week low 15.55
P/E 58.67
Mkt Cap.(Rs cr) 3,115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.40
CLOSE 17.35
VOLUME 535049
52-Week high 24.05
52-Week low 15.55
P/E 58.67
Mkt Cap.(Rs cr) 3,115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hathway Cable & Datacom Ltd. (HATHWAY) - Auditors Report

Company auditors report

To the Members of Hathway Cable and Datacom Limited

Report on Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Hathway Cableand Datacom Limited ("the Company") which comprise the Balance Sheet as at

March 31 2022 the Statement of Profit and Loss (including

Other Comprehensive Income) Statement of Changes in Equity and the Cash Flow Statementfor the year then ended and a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as "the standalone financialstatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the

Companies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 its profit (including othercomprehensive income) its changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit of standalone financial statements in accordance with theStandards on Auditing ("SAs") specified under section 143(10) of the Act. Ourresponsibilities under those

Standards are further described in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia ("ICAI") together with the ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and the Rulesmade thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the

Code of Ethics issued by ICAI. We believe that the audit evidence we have obtained isfor our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificancein 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.

We have determined the matters described below to be the key audit matters to becommunicated in our report.

Sr. No Key Audit Matter How our audit addressed the Key Audit Matter
1. Contingent liabilities: Our audit procedures included the following:
The Company is in receipt of certain demands from Statutory authority including show cause notice from licensing authority. The Company has disputed such claims. The review of claims involve high degree of judgement to determine the possible outcome and estimates relating to the timing and the amount of outflow of resources embodying economic benefits. a) We obtained summary of all tax regulatory and litigation including management's assessment.
b) We obtained an understanding evaluated the design and tested the operating effectiveness of the controls related to management's risk assessment process for taxation regulatory and legal matters.
The audit of Contingent Liabilities is significant to our audit as any adverse outcome may have material impact on this Company. c) We obtained and read external legal opinions (where considered necessary) and other evidences provided by management to corroborate management's assessment of the regulatory and legal matters.
d) Assessed the relevant accounting policies and disclosures in the standalone financial statements for compliance with the requirements of accounting standards.

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

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in Annual report butdoes not include the standalone financial statements and auditor's report thereon.

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 financialstatements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financialstatementsthat give a true and fair view of the financialposition financialperformance

(including other comprehensive income) changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding 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 doubton the Company's ability to continue of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are 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 We consider are free from material misstatement whetherdue 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 deficiencies in internal control that we on the basis ofthese 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 theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast as a significant going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statements or ifsuch disclosures are inadequate to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However future events orconditions may cause 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.

Materiality is the magnitude of the misstatement in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced.materiality and qualitative factors in; (i) planning the scope of our audit work andevaluating the results of our work; and (ii) to evaluate the effects of any identifiedmisstatements in the 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 identifyany significant during our audit.

Wealsoprovidethosechargedwithgovernancewithastatement that we have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters.

We describe these matters in our auditor's 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order

2020 ("the Order") issued by the Central Government of India in terms ofsection 143 (11) of the Act we give in the

"Annexure A" a statement on the matters specified in the paragraphs 3 and 4of the Order.

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

(i) 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; (ii) In ouropinion proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books; (iii) The Balance Sheet the Statementof Profit and Loss (including Other Comprehensive Income) the

Statement of Changes in Equity and the Cash Flow Statement dealt with by this Reportare in agreement with the relevant books of account;

(iv) In our opinion the aforesaid standalone financial statements comply with the IndAS specified under section 133 of the Act read with relevant rules issued thereunder andrelevant provisions of the Act; (v) On the basis of the written representations receivedfrom the directors as on March 31 2022 taken on record by the Board of Directors none ofthe directors is disqualified as on March 31 2022 from being appointed as a director interms of section 164(2) of the Act;

(vi) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; (vii) With respect to the other matters to beincluded in the Auditor's Report in accordance with the requirements of section 197(16) ofthe Act as amended: In our opinion and to the best of our information and according tothe explanations given to us the remuneration paid by the Company to its directors duringthe year is in accordance with the provisions of section 197 of the Act;

(viii) With respect to the other matters to be included in the Auditor's Report inaccordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous: a) The Company has disclosed the impact of pending litigations as at March 31 2022 onits financial position in its standalone financial statements - Refer Note 4.02(f) to thestandalone financial statements; b) The Company has made provision as required under theapplicable law or accounting standards for material foreseeable losses if any onlong-term contracts including derivative contracts - Refer Note 4.02(e) to the standalonefinancial statements; c) There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Company; d) (i) The Management hasrepresented that to the best of its knowledge and belief no funds (which are materialeither individually or in the aggregate) have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Companyto or in any other person or entity including foreign entity("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") provide any guarantee security or the likeon behalf of the Ultimate Beneficiaries; (ii) The Management has represented that to thebest of its knowledge and belief no funds (which are material either individually or inthe aggregate) have been received by the Company from any person or entity includingforeign entity ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate

Beneficiaries") or or security or the like on behalf of the

Ultimate Beneficiaries;

(iii) Based on the audit procedures performed by us that has been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) above contain any materialmis-statement; and

e) The Company has neither declared nor paid any dividend during the year.

For Nayan Parikh & Co.
Chartered Accountants
Firm Registration No. 107023W
K.Y. Narayana
Partner
Place: Mumbai Membership No. 060639
Date : April 12 2022 UDIN: 22060639AGXUUP2970

Annexure A to the Independent Auditor's Report

Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" of our report on even date to the members of the Company on standalonefinancial statements forthe 2022: year ended March 31

(i) (a) (A) The Company has maintained proper records of Property Plant and Equipmentshowing particulars of assets including quantitative details and situation except in caseof certain types of distribution equipments like cabling line equipments access deviceswith end users.

In view of the management nature of such assets and business is such that maintaininglocation-wise particulars is impractical;

(B) The Company has maintained proper records showing full particulars of IntangibleAssets;

(b) Distribution equipments like cabling and other line equipments of selected networkswere verified. The management plans to verify balance networks in a phased manner.Property Plant and Equipment otherthandistributionequipmentsandaccessdevices with theend users were physically verified during the year based on verification programme adoptedby the management. As per this programme all assets will be verified at least once in aperiod of three years which in our opinion is reasonable having regard to the size ofthe Company and the nature of its assets.

Pursuant to the program certain Property Plant and

Equipment were due for verification during the year and were physically verified by theManagement during the year. The management has represented that physical verification ofaccess devices with the end users is impractical; however the same can be tracked incase of most of the networks through subscribers management system;

The Company has a process of reconciling book records with outcome of physicalverification wherever physical verification was carried out and have accounted for thediscrepancies observed on such verification;

(c) The Company does not hold any immovable property and the properties where theCompany is lessee the agreements are duly executed in favour of the lessee. Accordinglyreporting under paragraph 3(i)

(c) of the Order is not applicable to the Company;

(d) The Company has not revalued any of its Property Plant and Equipment (includingRight of Use assets) and intangible assets during the year;

(e) No proceedings have been initiated during the year or are pending against theCompany as at March 31 2022 for holding any benami property under the

Benami Transactions (Prohibition) Act 1988 (as amended in 2016) and rules madethereunder;

(ii) (a) Inventories have been physically verified during the year by the management.In our opinion the coverage and procedure of verification is appropriate and thefrequency of verification is reasonable. There were no discrepancies of 10% or more inaggregate for each class of inventory noticed on physical verification as compared to thebook of accounts;

(b) According to the information and explanations given to us at any point of time ofthe year the Company has not been sanctioned any working capital facility from banks orfinancial institutions and hence reporting under paragraph 3(ii)(b) of the Order is notapplicable;

(iii) (a) During the year the Company has not provided loans or advances in the natureof loans or stood guarantee or provided security to any other entity.

Accordingly reporting under paragraph 3(iii)(a) of the Order is not applicable to theCompany;

(b) During the year the Company has made investment in two companies and based onexplanation provided to us such investments are not prejudicial to the Company'sinterest;

(c) During the year the Company has not provided loans or advances in the nature ofloans to any entity.

Accordingly reporting under paragraph 3(iii)(c) of the Order is not applicable to theCompany;

(d) Since loans granted by the Company are repayable on demand and no demand forrepayment being made till date there is no overdue amount of loans granted to suchparties. Accordingly reporting under paragraph 3(iii)(d) of the Order is not applicableto the Company;

(e) Since loans granted by the Company are repayable on demand neither loan noradvance in the nature of loan has fallen due during the year.

Accordingly reporting under paragraph 3(iii)(e) of the Order is not applicable to theCompany;

(f) As stated above during the year no loans or advances in the nature of loan orsecurity were given or guarantees were provided. Accordingly reporting under paragraph3(iii)(f) of the Order is not applicable to the Company;

(iv) Based on the audit procedures applied by us the Company has complied with theterms of the provisions contained in the section 185 or section 186 of the Act in respectof investment made during the year under audit. The Company has not granted loansguarantees and made securities during the year under audit which require compliance interms of the provisions contained in the section 185 or section 186 of the Act.

Accordingly reporting under paragraph 3(iv) of the Order is not applicable to theCompany;

(v) The Company has not accepted any deposits or amounts which are deemed to bedeposits. Accordingly reporting under paragraph 3(v) of the Order is not applicable tothe

Company. We have been informed by the management that no order has been passed by theCompany Law Board or National Company Law Tribunal or Reserve Bank of

India or any court or any other tribunal in this regard;

(vi) The Central Government has prescribed maintenance of cost records under section148(1) of the Act for the services rendered by the Company. We have broadly reviewed thebooks of account maintained and in our opinion; prima facie the prescribed accounts andrecords have been made and maintained by the Company.

We have not however made a detailed examination of the records with a view todetermine whether they are accurate or complete;

(vii) (a) The Company has generally been regular in depositing with appropriateauthorities undisputed statutory dues such as goods and services tax provident fundemployees' state insurance income tax sales tax service tax duty of customs duty ofexcise value added tax cess and other applicable statutory dues. According toinformation and explanations given to us no undisputed statutory dues payable were inarrears as at March 31 2022 for a period of more than six months from the date theybecame payable;

(b) The details of statutory dues referred to in sub-clause (a) which have not beendeposited with the concerned authorities as on March 31 2022 on account of dispute aregiven below:

Sr. Name of the Statute No. Nature of the Dues Amount involved (Rs in crores) Period to which the amount relates Forum where dispute is pending
1. Indian Telegraph Act 1885 License Fees 3586.861 2006-07 to 2019- 2020 TDSAT
2. Karnataka Value Added Tax Act 2003 Value Added tax 0.57 April 2012 - March 2013 Deputy Commissioner of Commercial taxes (Audit)
3. The Telangana Value added Tax 2005 Value Added Tax 0.152 April 2015 – March 2016 Appellate Joint Commissioner (ST)
4. The Custom Act 1962 Custom duty 8.953 April 2011- March 2012 Customs and Excise and Service Tax Appellate Tribunal (CESTAT)
5 The Custom Act 1962 Custom duty 3.244 July 2020- November 2020 The Deputy Commissioner Customs
6 The Delhi Value added tax 2004 Value Added Tax 3.50 April 2016- March 2017 Department of Trade and Taxes
7 Income tax Act 1962 Income Tax 50.975 April 2017- March 2018 Commissioner of Income Tax (Appeals)
8 The Custom Act 1962 Custom duty 4.496 2019- 2020 Commissioner of Customs ACC Account

1Amount paid Rs 53.29crores 2Amount paid Rs 0.15 crores 3Amount paid Rs 0.67 crores4Amount paid Rs 3.24 crores 5Amount paid Rs 27.48crores 6Amount paid Rs 0.32

9 The Central Sales Tax Act1956 Central Sales Tax 1.40 2014- 2015 Deputy Commissioner of Sales Tax
10 The Central Sales Tax Act1956 Central Sales Tax 3.81 2016-17 Deputy Commissioner of Sales Tax
11 Income tax Act 1962 Income Tax 13.607 2019-2020 Commissioner of Income Tax (Appeals)
12 Income tax Act 1962 Income Tax 10.78 2009-2010 Commissioner of Income Tax (Appeals)
13 Income tax Act 1962 Income Tax 2.80 2016-2017 Commissioner of Income Tax (Appeals)
14 Income tax Act 1962 Income Tax 5.59 2018-2019 Commissioner of Income Tax (Appeals)
15 The Central Goods and Service Tax Act Chhattisgarh GST 0.078 2017-18 Assistant Commissioner Sales Tax
16 Income tax Act 1962 Income Tax 1.39 2016-17 National Faceless Assessment Centre Delhi
17 The Custom Act 1962 Custom duty 31.12 2021-22 Commissioner of Customs ACC Account
18 The Custom Act 1962 Custom duty 1.009 2020-21 Commissioner of Customs ACC Account

7Amount paid Rs 13.60 8Amount paid Rs 0.07 9Amount paid Rs 1.00

(viii) There are no transactions which are not recorded in the books of account andhave been surrendered or disclosed as income during the year in the tax assessments underthe Income Tax Act 1961;

(ix) (a) The Company has not taken any loans or other borrowings from any lender. Hencereporting under paragraph 3(ix)(a) of the Order is not applicable to the Company;

(b) The Company has not been declared wilful defaulter by any bank or financialinstitution or any other lender;

(c) The Company has not taken any terms loan.

Accordingly reporting under paragraph 3(ix)(c) of the Order is not applicable to theCompany;

(d) The Company has not raised any funds on short-term basis. Accordingly reportingunder paragraph 3(ix)

(d) of the Order is not applicable to the Company;

(e) The Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries associates or joint ventures.

Accordingly reporting under paragraph 3(ix)(e) of the Order is not applicable to theCompany ;

(f) The Company has not raised loans during the year on the pledge of securities heldin its subsidiaries joint ventures or associate companies.

Accordingly reporting under paragraph 3(ix)(f) of the Order is not applicable to theCompany;

(x) (a) The Company has not raised any moneys by way of Initial Public Offer or FurtherPublic Offer (including debt instruments) during the year.

Accordingly reporting under paragraph 3(x)(a) of the Order is not applicable to theCompany;

(b) The Company has not made any preferential allotment or private placement of sharesor convertible debentures (fully partially or optionally convertible) during the currentfinancial year. However during the previous financial year 2018-19 the Company had madepreferential allotment of shares and the requirement of section 42 and section

62 of the Act as applicable had been complied with.

According to the information and explanations given by the management out of the fundsso raised

Rs 2858.32 crores have been utilized for the purposes for which those were raised andbalance funds to the extent of Rs 181.32 crores pending such utilization have beentemporarily invested in Fixed Deposits with Banks and Mutual Funds;

(xi) (a) To the best of our knowledge and belief and according to the information andexplanations given to us no material fraud by the Company or on the Company has beennoticed or reported during the year;

(b) To the best of our knowledge no report under section 143(12) of the Act has beenfiled by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government during the year and upto the date ofthis report;

(c) We have taken into consideration the whistle blower complaints received by theCompany during the year (and upto the date of this report) while determining the naturetiming and extent of audit procedures;

(xii) In our opinion and according to information and explanation given to us theCompany is not a Nidhi

Company. Accordingly reporting under paragraph 3(xii) of the Order is not applicableto the Company;

(xiii) In our opinion the Company is in compliance with section 177 and 188 of theAct where applicable for all transactions with the related parties and the details ofrelated party transactions have been disclosed in the financial statements etc. asrequired by the applicable accounting standards;

(xiv) (a) In our opinion and based on our examination the Company has an internalaudit system commensurate with the size and nature of its business;

(b) We have considered the internal audit reports of the company issued till date forthe period under audit in determining the nature timing and extent of our auditprocedures;

(xv) According to information and explanations given to us in our opinion during theyear the Company has not entered into any non-cash transactions with its directors orpersons connected with them and hence provisions of section 192 of the Act are notapplicable to the Company;

(xvi) (a) The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934. Hence reporting under paragraph 3(xvi)(a) (b) and

(c) of the Order is not applicable;

(b) The Group does not have any CIC as part of the Group as per definition of Groupcontained in the Core Investment Companies (Reserve Bank)

Directions 2016 and hence the reporting under paragraph 3(xvi)(d) of the Order is notapplicable.

(xvii) The Company has not incurred cash losses in the financial year and in theimmediately preceding financialyear;

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly reporting under paragraph

3(xviii) of the Order is not applicable to the Company;

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realization of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the

Company. We further state that our reporting is based on the facts up to the date ofthe audit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due; and

(xx) There is no amount remaining unspent by the Company under section 135 of the Act.Accordingly reporting under paragraph 3(xx)(a) and (xx)(b) of the Order is not applicableto the Company.

For Nayan Parikh & Co.
Chartered Accountants
Firm Registration No. 107023W
K.Y. Narayana
Partner
Place: Mumbai Membership No. 060639
Date : April 12 2022 UDIN: 22060639AGXUUP2970

Annexure B to the Independent Auditor's Report

Referred to in paragraph 2(vi) under "Report on Other Legal and RegulatoryRequirements" of our report on even date to the members of the Company on standalonefinancial statements for the year ended March 31 2022

Opinion

We have audited the internal financial controls with reference to financial statementsof the Company as of March 31 2022 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference financial statements and such internal financialcontrols reference to financial statements were operatingeffectively statements as atMarch 31 2022 based on the internal controls with reference to financial statementscriteria established by the

Company considering the essential components of internal controls stated in theGuidance Note.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal controls with reference to 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

(‘Guidance Note') issued by the ICAI. These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingconduct of effectively its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the 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 specified under section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both issued by ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference 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 about the adequacyfinancial of the internal controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understandingofinternalfinancialcontrols withassessing the risk that a referenceto financial material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone financial statementswhether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient opinion on theCompany'sinternalfinancialcontrols system with reference to 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 standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrols with reference to financial statements includes those policies and proceduresthat (1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the Company's assets that could have a material effecton the standalone financial statements.

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 Nayan Parikh & Co
Chartered Accountants
Firm Registration No. 107023W
K.Y. Narayana
Partner
Place: Mumbai Membership No. 060639
Date : April 12 2022 UDIN: 22060639AGXUUP2970

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