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HDFC Asset Management Company Ltd.

BSE: 541729 Sector: Financials
NSE: HDFCAMC ISIN Code: INE127D01025
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VOLUME 7482
52-Week high 3358.30
52-Week low 2071.00
P/E 47.96
Mkt Cap.(Rs cr) 60,401
Buy Price 2832.55
Buy Qty 27.00
Sell Price 2835.95
Sell Qty 2.00
OPEN 2900.00
CLOSE 2951.50
VOLUME 7482
52-Week high 3358.30
52-Week low 2071.00
P/E 47.96
Mkt Cap.(Rs cr) 60,401
Buy Price 2832.55
Buy Qty 27.00
Sell Price 2835.95
Sell Qty 2.00

HDFC Asset Management Company Ltd. (HDFCAMC) - Auditors Report

Company auditors report

To the Members of

HDFC Asset Management Company Limited

Report on the audit of the financial statementsOpinion

We have audited the accompanying financial statements of HDFC AssetManagement Company Limited (the 'Company') which comprise the Balance Sheet as atMarch 31 2020 the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and the Statement of Cash Flows for the year thenended and notes to the financial statements including a summary of the significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 (the 'Act') in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards specified under Section 133 of theAct read with the Companies (Indian Accounting Standards) Rules 2015 as amended ('IndAS') and other accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2020 and its profit and other comprehensiveincome the changes in equity and its cash flows for 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 SAsare further described in the Auditor's Responsibilities for the audit of thefinancial statements section of our report. We are independent of the Company inaccordance with the Code ofEthics issued by the Institute of Chartered Accountants ofIndiatogether with the ethical requirements that are relevant to our audit of these financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on the financial statements.

Key audit matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current year.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters:

Key Audit Matter How the matter was addressed in our audit
Revenue Recognition: Investment Management Fee
Refer to the accounting policies in the Financial Statements: Significant accounting policies - Note 3.5 Revenue Recognition and Note 20 to the financial statements: "Asset Management Services"
Investment Management Fee is the most significant account balance in the Statement of Profit and Loss. Our audit procedures included:
Design / controls
Key aspects relating to timing and recognition of revenue in respect of management fee are set out below: • Understood and evaluated the design and implementation of key controls and system generated reports relating to recognition of investment management fee;
• The calculation of investment management fees is based on a percentage of the assets under management ('AUM') of the funds managed by the Company in accordance with guidelines prescribed under SEBI (Mutual Fund) Regulations 1996 as amended from time to time
• Test checked management review controls over recognition of investment management fee.
Substantive tests
• Evaluated the appropriateness of recognition of revenue in respect of investment management fee income based on the requirements of Ind AS 115;
• Investment management fee is accrued based on a five step model as set out in Ind AS 115 "Revenue from Contract with Customers"
• Obtained and tested arithmetical accuracy of investment management fee calculations and then reconciled investment management fee to amounts included in financial statements;
Key Audit Matter How the matter was addressed in our audit
• The contracts include a single performance obligation that • Test checked that investment management fee rates were approved
is satisfied over time and the investment management fee by authorised personnel;
earned is considered as variable consideration that is included in the transaction price to the extent that no significant revenue reversal is expected to occur. • Obtained and read the investment management fee certification
reports issued by the statutory auditors of mutual fund schemes in accordance with generally accepted assurance standards for such work;
• Test checked investment management fee invoices and reconciled
with the accounting records;
• Evaluated the adequacy of disclosures relating to the investment
management fee earned by the Company.

Transition to Ind AS 116 - Lease arrangements

Refer to the accounting policies in the Financial Statements:Significant accounting policies - Note 3.9 and Note 30 to the financial statements:

"Leases"

Adoption of new accounting standard (Ind AS 116 - Leases)

Effective April 01 2019 the Company adopted Ind AS 116 using the modified retrospective approach. Therefore the impact on adoption of the new standard is recognised as an adjustment to the opening balance of retained earnings as at April 01 2019 with no restatement of comparative information. Our key audit procedures included:
Design / controls
• Understood management's process and the controls implemented to ensure the completeness and accuracy of the transition adjustments
The following are the key areas for consideration for the Company upon transition: • Assessed the design implementation and operating effectiveness of key internal financial controls over management's evaluation of adoption of Ind AS 116;
• Selection and application of transition options and practical expedients Substantive tests
• Computation of right-of-use asset and lease liability • Evaluated the appropriateness of the selection of accounting policies based on the requirements of Ind AS 116 our business understanding and industry practice;
• Determination of incremental borrowing rate
• Additional disclosures as per the requirements of Ind AS 116 • Considered the appropriateness of the transition approach and practical expedients applied;
Transition to the new standard is an intricate process involving multiple decision points for management in terms of selection of transition options incremental borrowing rate and practical expedients. • Considered whether management judgements relating to transition
gave rise to any indicators of management bias;
• Evaluated management's process for identifying lease contracts to be assessed based on the selected transition approach and any practical expedients applied;
We identified the transition date accounting as per Ind AS 116 as key audit matter because of the degree of managementjudgment in the first-time application of Ind AS principles as at the transition date particularly in the areas noted above and the additional disclosures associated with transition to this standard.
• Evaluated the reasonableness of management's key judgements and estimates made in preparing the transition adjustments;
• Evaluated the completeness accuracy and relevance of data used in preparing the transition adjustments;
• Re-performed management's calculation on remeasurement of lease liabilities
• Evaluated the completeness accuracy and relevance of the transition disclosures.

Valuation of Investments - Secured Non Convertible Debentures at March31 2020

Refer to the accounting policies in the Financial Statements:Significant accounting policies - Note 3.2 and Note 37 to the financial statements:

"Financial Instruments"

Subjective estimate

During the year the Company invested into certain secured Non-convertible Debentures (NCDs) of a corporate entity under liquidity arrangements with certain Fixed Maturity Plan (FMPs) of the Mutual Fund at the prevailing valuation yields / prices provided by independent rating agencies on the date of transactions. Such securities were subsequently downgraded and rated below investment grade and became unrated in October 2019. Our key audit procedures included:
Design / controls
• Understood management's process and the controls implemented to ensure the accuracy of the valuation of investments
• Test checked the design implementation and operating effectiveness of management's key internal controls over the valuation process and inputs;
Key Audit Matter How the matter was addressed in our audit
These NCDs were purchased at original terms of those instruments modified with certain compensation based on negotiation with issuer's group. Substantive tests

• Read the investment agreements to understand the relevant investment terms and identify any conditions that were relevant to the classification and valuation of investments;

The effect of fair value adjustments will impact the financial results for the year.
• Assessed the appropriateness of the valuation methodology and test key inputs used such as pricing inputs and discount factors;
The valuation of investments measured at fair value entails use of significant management estimates and unobservable inputs.
• We engaged our valuation specialists to test the calculations of fair value and reasonableness of assumptions used;
We identified determination of fair value of investments in secured NCDs as a key audit matter because of the degree of subjectivity and judgement exercised by management in determining the inputs used in the valuation techniques and methodologies
• Checked that valuation methodology was consistently followed and evaluated any change in valuation technique;

• Assessed whether the disclosures appropriately reflected the

Company's exposure to investment valuation risk with reference to the requirements of the prevailing accounting standards;
• Evaluated the reasonableness of inputs i.e. market observable /
unobservable data to determine fair value of investments and checked the appropriateness of disclosures in accordance with Ind AS 107 on 'Financial Instruments: Disclosures'.

Information other than the financial statementsand auditors' report thereon

The Company's Management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's Director's report but does not include the financial statements andour auditor's report thereon. The other information is expected to be made availableto us after the date of this auditor's report.

Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

Management's and Board of Directors'responsibility for the financial statements

The Company's Management and Board of Directors are responsiblefor the matters stated in Section 134(5) of the Act with respect to the preparation ofthese financial statements that give a true and fair view ofthe state ofaffairs profit /loss and other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including the IndAS specified under Section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for

preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements the Management and Board ofDirectors are responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's responsibilities for the audit of thefinancial statements

Our objectives are to obtain reasonable assurance about whether thefinancial 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. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the

economic decisions of users taken on the basis of these 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 thefinancial 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 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 in the financial statementsmade by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a 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 financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence 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 thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 identifyduring our audit.

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 financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's 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

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

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

a) We have sought and obtained all the information and 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) Statement of Changes in Equity and the Statement of Cash Flowsdealt with by this report are in agreement with the books of account;

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

e) On the basis of the written representations received from theDirectors as on March 31 2020 and taken on record by the Board of Directors none of theDirectors are disqualified as on March

31 2020 from being appointed as a director in terms of Section 164 (2)of the Act and

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".

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

i. The Company has disclosed the impact of pending litigations as atMarch 31 2020 on its financial position in its financial statements - refer note 32 tothe financial statements;

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

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

iv. The disclosures in the financial statements regarding holdings aswell as dealings in

specified bank notes during the period from November 8 2016 toDecember 30 2016 have not been made in these financial statements since they do notpertain to the financial year ended March 31 2020.

(C) With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act:

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197 (16) ofthe Act which are required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Akeel Master

Partner

Mumbai Membership No: 046768
May 09 2020 UDIN: 20046768AAAAHQ1835

Annexure A to the Independent Auditor's Report

March 31 2020 (Referred to in our report of evendate)

i. (a) The Company has maintained proper

records showing full particulars including quantitative details andsituation of property plant and equipment.

(b) The Company has a regular programme of physical verification of itsproperty plant and equipment by which all the property plant and equipment are verifiedannually. In our opinion this periodicity of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. No material discrepancieswere noticed on such verification.

(c) The title deeds of immovable properties recorded as property plantand equipment in the books of account of the Company are held in the name of the Company.

ii. The Company is a service company primarily rendering investmentmanagement services portfolio management services and investment advisory services.Accordingly it does not hold any inventories. Thus paragraph 3 (ii) of the Order is notapplicable to the Company.

iii. According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under Section189 of the Act. Thus paragraph 3 (iii) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanationsgiven to us the Company has not advanced any loan given any guarantee or provided anysecurity in connection with loan to any of its Directors or to any person in whom theDirector is interested. The Company has complied with the provisions of Section 186 of theAct with respect to the investments made.

v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted deposits as per the directives issued by ReserveBank of India and the provisions of Sections 73 to 76 or any other relevant provisions ofthe Act and Rules framed there under. Thus paragraph 3 (v) of the Order is not applicableto the Company.

vi. The Central Government has not prescribed the maintenance of costrecords under Section 148 (1) of the Act for any of the services rendered by theCompany. Thus paragraph 3 (vi) of the Order is not applicable to the Company.

vii. (a) According to the information and explanations

given to us and on the basis of our examination of the books ofaccount amounts deducted / accrued in the books of account in respect of undisputedstatutory dues including provident fund income tax goods and services tax cess andother material 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 wealth tax employees' state insurance duty of customs dutyof excise and value added tax. According to the information and explanations given to usno undisputed amounts payable in respect of provident fund income tax goods and servicestax cess and other material statutory dues were in arrears as at March 31 2020 for aperiod of more than six months from the date they became payable.

(b) According to the information and explanations given to us thereare no dues of provident fund goods and services tax cess and other material statutorydues which have not been deposited by the Company on account of disputes. The duesoutstanding on account of dispute are as follows:

Name of the Statute Nature of the Dues Amount (') Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 2705330 A.Y. 2008-2009 High Court of Bombay
Income Tax Act 1961 Income Tax 869199 A.Y. 2009-2010 Commissioner of Income Tax Appeal
Income Tax Act 1961 Income Tax 741820 A.Y. 2010-2011 Deputy Commissioner of Income Tax
Income Tax Act 1961 Income Tax 1168520 A.Y. 2011-2012 Deputy Commissioner of Income Tax
Income Tax Act 1961 Income Tax 1324140 A.Y. 2012-2013 Deputy Commissioner of Income Tax
Income Tax Act 1961 Income Tax 15169450 A.Y. 2012-2013 Commissioner of Income Tax Appeal
Income Tax Act 1961 Income Tax 1147110 A.Y. 2013-2014 Deputy Commissioner of Income Tax
Income Tax Act 1961 Income Tax 17087201 A.Y. 2013-2014 Commissioner of Income Tax Appeal
Income Tax Act 1961 Income Tax 25.18814 A.Y. 2014-2015 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 1267737 A.Y. 2016-2017 Commissioner of Income Tax Appeal
Income Tax Act 1961 Income Tax 11037951 A.Y. 2017-2018 Commissioner of Income Tax Appeal

viii. In our opinion and according to the information and explanationsgiven to us the Company has not taken any loan or borrowing from financial institutionbank government or debenture holders. Thus paragraph 3 (viii) of the Order is notapplicable to the Company.

ix. In our opinion and according to the information and explanationsgiven to us the Company has not raised any money by way of initial public offer orfurther public offer (including debt instrument) or term loans during the year. Thusparagraph 3 (ix) of the Order is not applicable to the Company.

x. According to the information and explanations given to us nomaterial fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the course of our audit.

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

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company as per the Act. Thus paragraph 3 (xii) ofthe Order 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 all transactions entered into bythe Company with the related parties are in compliance

with Sections 177 and 188 of the Act where applicable and details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.

xiv. According to the information and explanations given to us andbased on our examination of the records the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Thus paragraph 3 (xiv) of the Order is not applicable to 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 person connected with him. Thus paragraph 3 (xv)ofthe 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 ofthe Reserve Bank of IndiaAct 1934. Thus paragraph 3 (xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Akeel Master

Partner

Mumbai Membership No: 046768
May 09 2020 UDIN: 20046768AAAAHQ1835

Annexure B to the Independent Auditor's Report

March 31 2020 (Referred to in our report of evendate)

Report on the Internal Financial Controls with reference to thefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013 ('the Act')

(Referred to in paragraph (A.f.) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of HDFC Asset Management Company Limited (the 'Company') as of March31 2020 in conjunction with our audit of the financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at March 31 2020 based on the internalfinancial controls with reference to 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 Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of 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 internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder Section 143 (10) of the Act to the

extent applicable to an audit of internal financial controls withreference to financial statements. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements were established and maintained and whether such controls operated effectivelyin 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 such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal financial control based on the assessedrisk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of internal financial controls withreference to financial statements

The company's internal financial controls with reference to financialstatements is a process designed to provide a reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Thecompany's internal financial controls with reference to financial statements includesthose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) 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 authorizations of management and Directors of thecompany and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent limitations of internal financialcontrols with reference to financial 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 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 & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Akeel Master

Partner

Mumbai Membership No: 046768
May 09 2020 UDIN: 20046768AAAAHQ1835

.