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Hero MotoCorp Ltd.

BSE: 500182 Sector: Auto
NSE: HEROMOTOCO ISIN Code: INE158A01026
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OPEN 2699.90
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VOLUME 9899
52-Week high 2939.35
52-Week low 2148.00
P/E 19.97
Mkt Cap.(Rs cr) 52,991
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2699.90
CLOSE 2661.90
VOLUME 9899
52-Week high 2939.35
52-Week low 2148.00
P/E 19.97
Mkt Cap.(Rs cr) 52,991
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hero MotoCorp Ltd. (HEROMOTOCO) - Auditors Report

Company auditors report

To the Members of Hero MotoCorp Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the standalone financial statements of Hero MotoCorpLimited ("the Company") which comprise the standalone balance sheet As atMarch31 2022 and the standalone statement of profit and loss (including othercomprehensive income) the standalone statement of changes in equity and standalonestatement of cash flows for the year then ended and notes to the standalone financialstatements including a summary of the significant accounting policies and otherexplanatory information (together referred to as "standalone financialstatements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company As at March31 2022and profit and other comprehensive loss changes in equity and its cash flows for the yearended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor?s Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our opinion on the Standalone financialstatements.

EMPHASIS OF MATTER

Attention is invited to note 34(c) of the standalone financialstatements relating to the search carried out by the Income Tax Department in MarcRs 2022concerning the Company. Since the investigation and related proceedings are pending thereis uncertainty as regards impact if any of the outcome of the proceedings which cannotbe ascertained at this point of time.

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

The key audit matter How the matter was addressed in our audit
1. Government Grants (Refer note 3.5 and 4 (f) to the standalone financial statements) In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
The Company obtains various grants from Government authorities in connection with manufacture and sales of two wheelers. There are certain specific conditions and approval requirement attached to the grants. • assessed the appropriateness of the accounting policy for government grants as per the relevant accounting standard;
Management evaluates at the end of each reporting period whether the Company has complied with the relevant conditions attached to each grant and whether there is a reasonable assurance that the grants will be received in order to determine the timing and amounts of grants to be recognized in the financial statements. • evaluated the design and implementation of the Company?s key internal financial controls over recognition of government grants and tested the operating effectiveness of such controls on selected transactions;
We identified the recognition of government grants as a key audit matter because of the significance of the amount of grants and due to significant management judgement involved in assessing whether the conditions attached to grants have been met and whether there is reasonable assurance that grants will be received. • inspected/evaluated on a sample basis documents relating to the grants given by the various government authorities and identifying the specific conditions and approval requirements attached to the respective grants;
• evaluated the basis of management?s judgement regarding fulfilment of conditions attached to the grants and reasonable assurance that grants will be received. This included examining on a sample basis the terms of the underlying documentation correspondence with the government authorities and whether corresponding sales were made in respect of such grants;
• assessed the adequacy and appropriateness of the disclosures made in accordance with the relevant accounting standard.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS ANDAUDITORS? 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 annual report but does not include the financial statements and ourauditors? report thereon.

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

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

MANAGEMENT?S AND BOARD OF DIRECTORS? RESPONSIBILITIES FOR THESTANDALONE 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 standalone financial statements that give a true and fair view of the state ofaffairs profit/loss and other comprehensive income changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company?s ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

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

AUDITOR?S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONEFINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole 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 on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures in the standalone financialstatements made 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 in preparation of standalonefinancial statements and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany?s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor?s report to therelated disclosures in the standalone 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 conditionsmay cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors? report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors? Report) Order 2020("the Order") issued by the Central Government of India in terms of section 143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. (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 standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on MarcRs 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on MarcRs 31 2022 from being appointed as a director interms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to standalone financial statements of the Company and the operatingeffectiveness of such controls 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:

a. The Company has disclosed the impact of pending litigations As atMarch31 2022 on its financial position in its standalone financial statements - ReferNote 34 to the standalone financial statements;

b. According to the information and explanation given to us theCompany did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses;

c. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company and d. (i) Themanagement has represented that to the best of its knowledge and belief no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other persons or entitiesincluding foreign entities ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Company or • provide any guarantee security or the like to or onbehalf of the Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any persons or entitiesincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Funding Party or

• provide any guarantee security or the like from or on behalf ofthe Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (d) (i) and (d) (ii) contain anymaterial mis-statement.

Refer Note 46 (vi) and 46 (vii) to the standalone financial statements;

e. The interim dividend declared and paid by the Company during theyear and until the date of this audit report is in accordance with section 123 of theCompanies Act 2013. The final dividend paid by the Company during the year in respect ofthe same declared for the previous year is in accordance with section 123 of the CompaniesAct 2013 to the extent it applies to payment of dividend. As stated in note 19 to thefinancial statements the Board of Directors of the Company have proposed final dividendfor the year which is subject to the approval of the members at the ensuing Annual GeneralMeeting. The dividend declared is in accordance with section 123 of the Act to the extentit applies to declaration of dividend.

(C) With respect to the matter to be included in the Auditor?sReport under section 197(16):

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

Annexure A referred to in the Independent Auditors? Report to theMembers of Hero MotoCorp Limited on the standalone financial statements for the year ended31 MarcRs 2022

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(a) (B) The Company has maintained proper records showing fullparticulars of intangible assets.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified in a phased manner over a period of threeyears. In accordance with this programme certain property plant and equipment wereverified during the year. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leaseagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company as at balance sheet date exceptfor the following which are not held in the name of the Company.

Description of property Gross carrying value As at March31 2022 (Rs. In crores) Held in the name of Whether promoter director or their relative or employee Period held- indicate range where appropriate Reason for not being held in the name of the Company. Also indicate if in dispute
Apartment 1 Gurugram 18.94 Registration to be applied for Not applicable Since December 2020 till date of audit report Registration to be applied for
Apartment 2 Gurugram 18.94 Registration to be applied for Not applicable Since December 2020 till date of audit report Registration to be applied for

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits Property Plant and Equipment (including Right of Use assets) or intangible assets orboth during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory except goods-in-transit and stocks lying withthird parties has been physically verified by the management during the year. For stockslying with third parties at the year-end written confirmations have been obtained and forgoods-in-transit subsequent evidence of receipts has been linked with inventory records.In our opinion the frequency of such verification is reasonable and procedures andcoverage as followed by management were appropriate. No discrepancies were noticed onverification between the physical stocks and the book records that were more than 10% inthe aggregate of each class of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beensanctioned any working capital limits on the basis of security of current assets at anypoint of time of the year in excess of five crore rupees in aggregate from banks andfinancial institutions. Accordingly clause 3(ii)(b) of the Order is not applicable to theCompany.

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not providedany guarantee or security or granted advances in the nature of loans secured or unsecuredto companies firms limited liability partnership or any other parties during the year.The Company has made investment in a company and other parties.

Refer note 9 of the standalone financial statements.

The Company has not made any investments in firms or limited liabilitypartnership.

The Company has granted loans to other parties during the year inrespect of which the requisite information is given in 3(iii)(a)(B) below. Further theCompany has not granted loans to companies firms and limited liability partnership.

(a) (A) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has not provided loans tosubsidiaries and associates. There is no joint venture of the Company.

(B) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has provided loans to parties otherthan subsidiaries and associates as below:

Particulars Amount (Rs. is crores)
Aggregate amount of loans given to employees during the year 39.36
Balance outstanding of loans given to employees as at balance sheet date 40.24

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us we are of the opinion that the investments madeand terms and conditions of the grant of loans provided to employees are prima facie notprejudicial to the interest of the company. Further the Company has not providedguarantees given security granted loans or advances in the nature of loans during theyear.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of loans given toemployees in our opinion the repayment of principal and payment of interest has beenstipulated and the repayments or receipts have been regular. Further the Company has notgiven any advance in the nature of loan to any party during the year.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given. Further the Company has not given anyadvances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan or advance inthe nature of loan granted falling due during the year which has been renewed orextended or fresh loans granted to settle the overdues of existing loans given to sameparties.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not grantedany loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

(iv) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not given anyloans or provided any guarantee or security as specified under Section 185 and 186 of theCompanies Act 2013 ("the Act"). In respect of the investments made by theCompany in our opinion the provisions of Section 186 of the Act have been complied with.

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable.

(vi) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for maintenance of costrecords under Section 148(1) of the Act in respect of its manufactured goods and are ofthe opinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not carried out a detailed examination of the records with aview to determine whether these are accurate or complete.

(vii) (a) The Company does not have liability in respect of Servicetax Duty of excise Sales tax and Value added tax during the year since effective July01 2017 these statutory dues have been subsumed into Goods and Services Tax(‘GST?).

According to the information and explanations given to us and on thebasis of our examination of the records of the Company in our opinion amountsdeducted/accrued in the books of account in respect of undisputed statutory dues includingGST Provident fund Employees? State Insurance Income-Tax Duty of Customs Cessand other statutory dues have generally been regularly deposited with the appropriateauthorities.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company no undisputed amounts payable inrespect of Goods and Services Tax (‘GST?) Provident fund Employees? StateInsurance Income-Tax Duty of Customs Cess and other statutory dues were in arrears Asat March31 2022 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company statutory dues relating toGoods and Service Tax Provident Fund Employees State Insurance Income-Tax Duty ofCustoms or Cess or other statutory dues which have not been deposited on account of anydispute are as follows:

Name of the statute Nature of the dues Amount (Rs. in crores) Amount paid (Rs. in crores) Period to which the amount relates Forum where dispute is pending
Customs Act Custom Duty 0.10 0.00* Financial year ("FY") 2015-16 to FY 2016-17 CESTAT (The Customs Excise and Service Tax Appellate Tribunal)
Central Excise Law Excise Duty 2.91 0.12 FY 2004-05 to FY 2015-16 FY 2017-18 Additional Commissioner
Central Excise Law Excise Duty 59.28 1.64 FY 2004-05 to FY 2017-18 CESTAT
Central Excise Law Excise Duty 0.78 0.02 FY 2014-15 to FY 2017-18 Commissioner Appeal
Central Goods and Services Tax Act 2017 Goods and Services Tax (GST) 0.09 0.01 FY 2017-18 GST Appellate Tribunal
Central Goods and Services Tax Act 2017 Goods and Services Tax (GST) 0.18 0.18 FY 2021-22 Joint commissioner Appeals
Finance Act 1994 Service Tax 233.11 24.99 FY 2004-05 to FY 2011- 12 CESTAT
Finance Act 1994 Service Tax 0.89 0.45 FY 2004-05 to FY 2005- 06 Supreme Court
Income-tax Act 1961 Income-tax 2336.71 350.51 FY 2010-11 Commissioner of Income Tax (Appeals)
Income-tax Act 1961 Income-tax 9.94 - FY 2018-19 Commissioner of Income Tax (Appeals)

* Rs. 38452 in absolute terms.

The following matters have been decided in favour of the Company butthe department has preferred appeals at higher levels

Name of the statute Nature of the dues Amount (Rs. in crores) Amount paid as per stay order/ mandatory deposit (Rs. in crores) Period to which the amount relates Forum where dispute is pending
Central Excise Law Excise Duty 85.66 - FY 2009-10 to FY 2010-11 FY 2013-14 CESTAT
Central Excise Law Excise Duty 8.78 - FY 2002-03 to FY 2008- 09 Supreme Court
Income-tax Act 1961 Income-tax 4.10 - FY 2005-06 Supreme Court
Income-tax Act 1961 Income-tax 7367.64 - FY 1995-96 FY 1996-97 FY 1997-98 FY 1998-99 FY 2000-01 FY 2002-03 FY 2003-04 FY 2006-07 FY 2009-10 FY 2010-11 FY 2011-12 FY 2012-13 High Court
Income-tax Act 1961 Income-tax 305.22 - FY 2013-14 Income Tax Appellate Tribunal

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company did not haveany loans or borrowings from any lender during the year. Accordingly clause 3(ix)(a) ofthe Order is not applicable to the Company.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a wilful defaulter by any bank or financial institution or government orgovernment authority.

(c) According to the information and explanations given to us by themanagement the Company has not obtained any term loans during the year. Accordinglyclause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the Company we report thatthe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries or associates as defined under the Act.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments) Accordingly clause 3(x)(a) ofthe Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to us no material fraud by theCompany or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Act has been filed by the auditors inForm ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules 2014with the Central Government.

(c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year while determining the nature timing and extent ofour audit procedures.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us and on the basis of examination of the records of the Company thetransactions with related parties are in compliance with Section 177 and 188 of theCompanies Act 2013 where applicable and the details of the related party transactionshave been disclosed in the standalone financial statements as required by the applicableaccounting standards.

(xiv) (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of the Act arenot applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Orderis not applicable.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) Based on representation by management and according to theinformation and explanations provided to us the Group (as per the provisions of the CoreInvestment Companies (Reserve Bank) Directions 2016) has one CICs as part of the Group asdetailed in note 46 (viii) to the financial statements.

(xvii) The Company has not incurred cash losses in the current and inthe immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that the Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanationsgiven to us there is no unspent amount under sub-section (5) of Section 135 of the Actpursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

Annexure B to the Independent Auditors? report on the standalonefinancial statements of Hero MotoCorp Limited for the period ended 31 MarcRs 2022

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013 (Referred to in paragrapRs 2A(f) under ‘Report on OtherLegal and Regulatory Requirements? section of our report of even date)

OPINION

We have audited the internal financial controls with reference tostandalone financial statements of Hero MotoCorp Limited ("the Company") as ofMarcRs 31 2022 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to the standalone financial statements and suchinternal financial controls were operating effectively As at March31 2022 based on theinternal financial controls with reference to the standalone financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (the "Guidance Note").

MANAGEMENT?S AND BOARD OF DIRECTORS? RESPONSIBILITY FORINTERNAL FINANCIAL CONTROLS

The Company?s management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to the standalone financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany?s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

AUDITORS? RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to standalone financial statements based on our audit.We conducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to the standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements were established and maintainedand whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to the standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to the standalone financial statements included obtaining an understandingof such internal financial controls assessing the risk that a material weakness existsand testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor?sjudgement including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or error.

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

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONEFINANCIAL STATEMENTS

A company's internal financial controls with reference to thestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of the standalonefinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial controls with reference to thestandalone financial statements include those policies and procedures that (1) pertain tothe maintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of thestandalone financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thestandalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE STANDALONE FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls withreference to the standalone financial statements including the possibility of collusionor improper management override of controls material misstatements due to error or fraudmay occur and not be detected. Also projections of any evaluation of the internalfinancial controls with reference to the standalone financial statements to future periodsare subject to the risk that the internal financial controls with reference to thestandalone financial statements may become inadequate because of changes in conditions orthat the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm registration No.: 101248W/W-100022
Vikram Advani
Partner
Place: Gurugram Membership No.: 091765
Date: May 03 2022 UDIN: 22091765AIIFJM7228

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