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Hero MotoCorp Ltd.

BSE: 500182 Sector: Auto
NSE: HEROMOTOCO ISIN Code: INE158A01026
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NSE 00:00 | 16 Apr 2894.85 32.30
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OPEN 2858.00
PREVIOUS CLOSE 2863.00
VOLUME 32149
52-Week high 3628.55
52-Week low 1753.20
P/E 21.25
Mkt Cap.(Rs cr) 57,817
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2858.00
CLOSE 2863.00
VOLUME 32149
52-Week high 3628.55
52-Week low 1753.20
P/E 21.25
Mkt Cap.(Rs cr) 57,817
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 MotoCorp Limited ("theCompany") which comprise the standalone balance sheet as at March 31 2020 and thestandalone statement of profit and loss (including other comprehensive income) thestandalone statement of changes in equity and the standalone statement of cash flows forthe year then ended and notes to the standalone financial statements including a summaryof the significant accounting policies and other explanatory information (togetherreferred to as "standalone financial statements").

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 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2020 and profit and other comprehensiveincome 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) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements Section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of the standalone 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 Standalone financial statements.

KEY AUDIT MATTERS

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

Sr. No. The key audit matter How the matter was addressed in our audit
1. Government Grants In view of the significance of the matter we applied the following audit
(Refer note 3.5 and 4 (f) to the standalone financial statements) procedures in this area among others to obtain sufficient appropriate audit evidence:
The Company obtains various grants from Government authorities in connection with manufacturing and sales of two-wheelers. There are certain specific conditions and approval requirement attached • assessed the appropriateness of the accounting policy for government grants as per the relevant accounting standard.
to the grants. 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 • 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;
that the grants will be received in order to determine the timing and amounts of grants to be recognised in the financial statements. We identified the recognition of government grants as a key audit matter because of the significance of the amount of grants and due • inspected 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;
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. • 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 grant;
• assessed the adequacy and appropriateness of the disclosures made in accordance with the relevant accounting standard.
2. Capitalisation of Property Plant and Equipment (including Capital work-in-progress) during the year of the Chittoor plant 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:
(Refer note 3.9 5 and 6 to the standalone financial statements) The Company had commenced the project of setting up of a new manufacturing plant at Chittoor in the state of Andhra Pradesh. • assessed the appropriateness of the accounting policy for property plant and equipment as per the relevant accounting standard;
During the year the Company has capitalised property plant and equipment amounting toRs.621.96 crore. Commercial production from such capitalised property plant and equipment commenced from March 19 2020. With regard to the capitalisation management evaluates the costs incurred and applies judgement to identify costs that are eligible for capitalisation and consequent allocation to specific class of property plant and equipment. Judgement is also involved in determining when the plant/portion of the plant is ready for use as intended by the management and qualifies for capitalisation. We identified the capitalisation of costs incurred for construction of Chittoor plant as key audit matter due to the significance of the capital expenditure risk of inappropriate timing of capitalisation and risk that the elements of costs are inappropriately capitalised or classified in accordance with the relevant standard. • evaluated the design and implementation of the Company's key internal financial controls over property plant and equipment (including capital work-in-progress) particularly in respect of timing amount and classification of the costs capitalised and tested the operating effectiveness of such controls on selected transactions;
• on a sample basis we;
• inspected the approvals for the costs incurred;
• agreed direct and indirect costs capitalised with underlying supporting documents to ascertain the nature of costs;
• evaluated whether the costs incurred meet the criteria for capitalisation in accordance with the relevant standard;
• evaluated other costs debited to Statement of Profit and Loss to ascertain whether these should have been capitalised;
• evaluated whether the costs capitalised are appropriately classified in accordance with the relevant standard;
• evaluated the basis for timing of capitalisation including inspection of assessment report provided by third party technical experts;
• assessed the adequacy and appropriateness of the disclosures made in accordance with the relevant accounting standard.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS' REPORTTHEREON

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

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

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

MANAGEMENT'S AND BOARD OF DIRECTORS' RESPONSIBILITY FOR THE STANDALONE FINANCIALSTATEMENTS

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

In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

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

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

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

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

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

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

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in the'Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Orderto 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 explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

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

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

e) On the basis of the written representations received from the Directors as on March31 2020 taken on record by the Board of Directors none of the Directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls with reference tostandalone 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 the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31 2020 onits financial position in its standalone financial statements - Refer Note 34 to thestandalone financial statements;

ii. According to the information and explanations given to us the Company did not haveany long-term contracts including derivative contracts for which there were any materialforeseeable losses;

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

iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from November 8 2016 to December30 2016 have not been made in these standalone 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 Auditors' Report under Section197(16):

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

For B S R & Co. LLP
Chartered Accountants
ICAI Firm Registration No.: 101248W/W-100022
Manish Gupta
Partner
Place: New Delhi Membership No.: 095037
Date: June 9 2020 UDIN: 20095037AAAAB01453

Annexure A referred to in the Independent Auditors' Report

To the Members of Hero MotoCorp Limited on the standalone financial statements for theyear ended 31 March 2020

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all the items are verified in a phased manner over a period of three years. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its fixed assets. In accordance with this programmecertain fixed assets were physically verified during the year. According to theinformation and explanations given to us no material discrepancies were noticed onphysical verification of such fixed assets.

(c) According to the information and explanations given to us the records examined byus and based on the examination of the registered sale deed and transfer deed provided tous we report that the title deeds of immovable properties of land and buildings includedunder the head "Property plant and equipment" are held in the name of theCompany as at the balance sheet date.

(ii) Inventories except for goods-in-transit and stocks lying with third parties havebeen physically verified by the management during the year at reasonable intervals. In ouropinion the frequency of such verification is reasonable and adequate in relation to thesize of the Company and the nature of its business. For stocks lying with third parties atthe year-end written confirmations have been obtained. The discrepancies noticed onverification between the physical stocks and the book records were not material and havebeen properly dealt with in the books of account.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct. Accordingly paragraph 3 (iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us the Company has notgiven any loans or provided any guarantee or security as specified under section 185 and186 of the Companies Act 2013. Moreover in respect of the investments made by theCompany requirements of section 186 of the Companies Act 2013 have been complied with.

(v) According to the information and explanations given to us the Company has notaccepted any deposits as mentioned in the directives issued by the Reserve Bank of Indiaand the provisions of section 73 to 76 or any other relevant provisions of the Act and therules framed there under. Accordingly paragraph 3(v) of the Order is not applicable tothe Company.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013 in respect of certain products manufactured bythe Company. We have broadly reviewed the cost records maintained by the Company pursuantto the Companies (Cost Records and Audit) Rules 2014 as amended and prescribed by theCentral Government of India under sub-section (1) of Section 148 of the Act and are of theopinion that prima facie the prescribed cost records have been made and maintained. Wehave however not made a detailed examination of the cost records with a view todetermine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees stateinsurance goods and service tax income-tax duty of customs cess and any other materialstatutory dues have generally been regularly deposited during the year by the Company withthe appropriate authorities. As explained to us the Company did not have any dues onaccount of duty of excise sales tax service tax and value added taxes.

According to the information and explanation given to us there are no undisputedamounts payable in respect of provident fund employees state insurance goods and servicetax income-tax duty of customs cess and any other material statutory dues that were inarrear as on 31 March 2020 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us there are no dues inrespect of income-tax sales-tax goods and service tax value added tax service taxduty of customs and duty of excise which have not been deposited with the appropriateauthorities on account of any dispute as at 31 March 2020 other than those mentioned asfollows:

Name of Statute Nature of Dues Amount* ( Rs. in crores) Amount paid ( Rs. in crores) Period to which the Amount Relates Forum where Dispute is Pending
Central Excise Law Excise duty 0.45 0.02 2014-15 to 2015-16 Assistant Commissioner
59.28*** 0.70 2004-2005 to 2017- 2018 CESTAT (The Customs Excise and Service Tax Appellate Tribunal)
Central Goods and Services Tax Act 2017 Goods and Services Tax (GST) 0 09*** - 2017-18 Commissioner Appeal
Finance Act 1994 Service Tax 0.89 0.45 2004-05 to 2005-06 Supreme Court
233.11 24.99 2004-05 to 2011-12 CESTAT
Income-tax Act 1961 Income-tax 283.99 ** 2014-15 Income Tax Appellant Tribunal (ITAT)
2336.71# 280.00 2010-11 Commissioner of Income Tax (Appeals)

* Amount as per demand orders including interest and penalty wherever indicated in theorder.

#Balance demand of 2010-11 has been stayed by assessing officer till the disposal offirst appeal.

** For FY 2014-15 stay of demand has been granted by ITAT for a period of 6 months ordisposal of first appeal whichever is earlier.

*** Includes cases of Rs 25.05 crore (including interest and penalty) for which appealis yet to be made.

The following matters have been decided in favour of the Company but the department haspreferred appeals at higher levels

Name of Statute Nature of Dues Amount* (Rs. in crores) Amount paid as per stay order/ mandatory deposit Period to which the Amount Relates Forum where Dispute is Pending
Central Excise Law Excise duty 8.78 - 2002-03 to 2008-09 Supreme Court
85.66 0.04 2009-10 to 2010-11 2013-14 CESTAT
Income-tax Act 1961 Income-tax 4.10 - 2005-06 Supreme Court
7353.84 1995-96 1996-97 1997-98 1998-99 2000-01 2002-03 2006-07 2009-10 2010-11 2011-12 and 2012-13. High Court
365.01 - 2004-05 2007-08 and 2013-14 Income Tax Appellate Tribunal

* Amount as per demand orders including interest and penalty wherever indicated in theorder.

(viii) According to the information and explanation given to us the Company has nottaken any loans or borrowings from banks financial institutions and government and therewere no debentures issued during the year or outstanding as at 31 March 2020. Accordinglyparagraph 3 (viii) of the Order is not applicable to the Company.

(ix) According to the information and explanations given to us the Company has notraised any money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Accordingly paragraph 3(ix) of the Order isnot applicable to the Company.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records the Company has paid/ provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act 2013.

(xii) According to the information and explanations given to us the Company is not aNidhi Company.

Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and on the basis ofexamination of the records of the Company the transactions with related parties are incompliance with Section 177 and 188 of the Companies Act 2013 where applicable and thedetails of the related party transactions have been disclosed in the standalone financialstatements as required by the applicable accounting standards.

(xiv) According to information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicableto the Company.

(xv) According to information and explanations given to us the Company has not enteredinto any non-cash transactions with directors or persons connected with them. Accordinglyparagraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-1A of the Reserve Bank of India Act 1934.Accordingly paragraph 3 (xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm Registration No.: 101248W/W-100022
Manish Gupta
Partner
Place: New Delhi Membership No.: 095037
Date: June 9 2020 UDIN: 20095037AAAAB01453

Annexure B to the Independent Auditors' Report

On the standalone financial statements of Hero MotoCorp Limited for the year ended 312020

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of sub-section 3 of Section 143 of the CompaniesAct 2013

OPINION

We have audited the internal financial controls with reference to the standalonefinancial statements of Hero MotoCorp Limited ("the Company") as of March 312020 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to the standalone financial statements and such internal financialcontrols were operating effectively as at March 31 2020 based on the internal financialcontrols with reference to the standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

MANAGEMENT'S AND BOARD OF DIRECTORS' RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to the standalone 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 Companies Act 2013 (hereinafterreferred to as "the Act").

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to the standalone financial statements based on our audit. Weconducted 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 the standalone financial statements were establishedand maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to the standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tothe standalone financial statements included obtaining an understanding of such internalfinancial controls assessing the risk that a 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 judgement 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 and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to the standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONE FINANCIALSTATEMENTS

A company's internal financial controls with reference to the standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of the standalone financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sinternal financial controls with reference to the standalone financial statements includethose 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 the standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of theCompany are being made only in accordance with authorisations of management and directorsof the Company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the Company's assets thatcould have a material effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONEFINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference tothe standalone 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 the standalone financial statements to future periods aresubject to the risk that the internal financial controls with reference to the standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm Registration No.: 101248W/W-100022
Manish Gupta
Partner
Place: New Delhi Membership No.: 095037
Date: June 9 2020 UDIN: 20095037AAAAB01453

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