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Ind-Swift Ltd.

BSE: 524652 Sector: Health care
NSE: INDSWFTLTD ISIN Code: INE788B01028
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OPEN 2.66
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VOLUME 101
52-Week high 7.34
52-Week low 2.58
P/E
Mkt Cap.(Rs cr) 14
Buy Price 2.58
Buy Qty 120.00
Sell Price 2.66
Sell Qty 5000.00
OPEN 2.66
CLOSE 2.80
VOLUME 101
52-Week high 7.34
52-Week low 2.58
P/E
Mkt Cap.(Rs cr) 14
Buy Price 2.58
Buy Qty 120.00
Sell Price 2.66
Sell Qty 5000.00

Ind-Swift Ltd. (INDSWFTLTD) - Auditors Report

Company auditors report

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

To

The Members of Ind Swift Limited

Chandigarh

Opinion

We have audited the accompanying financial statements of IND-SWIFT LIMITED ("theCompany") which comprises the Balance Sheet as at March 31 2019 the Statement ofProfit and Loss (including Other Comprehensive Income) Statement for Changes in Equityand the Statement of Cash Flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects matter described in the Basis for the QualifiedOpinion section of our report the aforesaid financial statements give the informationrequired by the Companies Act 2013 ("Act") in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at March 31 2019 and its profitschanges in equity and its cash flows for the year ended on that date.

Basis for the Qualified Opinion

1. Pending finalisation of Settlement agreement with Edelweiss ARC the company has notprovided the interest on the outstanding assigned debt to Edelweiss. The impact of thesame on the books of accounts is not ascertained. (Refer Note No. 35(i) of Notes toAccounts)

2. The company has not provided interest on term loans and funded interest term loanswith some banks since these banks have not charged interest on these accounts post suchaccounts becoming NPAs. The unaccounted interest liability in respect of the same for thefinancial year2018-19 is Rs.10.36 Cr. (Refer Note No.35 (ii) of Notes to Accounts)

Had the provision for the same been made the profits for the year and accumulatedlosses would have been reduced and increased respectively by Rs. 10.36cr.

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of Financial Statements sectionof our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the Financial Statements under theprovisions of the Act and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide basis for ourqualified opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the Financial Statements of the current period. These matterswere addressed in the context of our audit of the Financial Statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Inaddition to the matter described in the Basis of Qualified Opinion section we havedetermined the matters described below to be the key audit matters to be communicated inour report.

Key Audit Matters How our audit assessed Key audit matters
Revenue Recognition Our audit procedures included the following:
For the year ended March 31 2019 the Company has recognized revenue from contracts with customers amounting to 289.03 Crores. Revenue from contracts with customers is rec- ognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that as principal it typically controls the goods or services before transferring them to the customer. The variety of terms that define when control are transferred to the customer as well as the high value of the transactions give rise to the risk that revenue is not recognized in the correct period. Revenue is measured net of returns and allowances cash discounts trade discounts and volume rebates (collectively 'discount and rebates'). There is a risk that these discount and rebates are incorrectly recorded as it also requires a certain degree of estimation resulting in understatement of the associated expenses and accrual. Revenue is also an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure which could create an incentive for revenue to be recognized before the risk and rewards have been transferred. Accordingly due to the significant risk associated with revenue recognition in accordance with terms of Ind AS 115 'Revenue from contracts with customers' it was determined to be a key audit matter in our audit of the Ind AS financial statements. (Refer Notes on accounts No. 18) • Assessed the Company's revenue recognition policy prepared as per Ind AS 115 'Revenue from contracts with customers'.
• Assessed the design and tested the operating effectiveness of internal controls related to revenue recognition discounts and rebates.
• Performed sample tests of individual sales transaction and traced to sales invoices sales orders and other related documents. Further in respect of the samples checked that the revenue has been recognized as per the shipping terms.
• To test cut off selected sample of sales transactions made pre- and post-year end agreeing the period of revenue recognition to third party support such as transporter invoice and customer confirmation of receipt of goods.
• Tested the provision calculations related to management incentives discounts and rebates by agreeing a sample of amounts recognized to underlying arrangements with customers and other supporting documents.
• Obtained confirmations from customers on sample basis to support existence assertion of trade receivables and assessed the relevant disclosures made in the financial statements; to ensure revenue from contracts with customers are in accordance with the requirements of relevant accounting standards
Impairment of Assets
Property plant and equipment includes assets that are related to the Unit I and II at Parwanoo. The operations at both the units were suspended since March 2014 as a result the man- agement has performed an impairment assessment as per the accounting policy stated in note A.15 to the Ind AS financial statements. Accordingly during the year Impairment loss with respect to Unit II has been provided and in respect to Unit I management is of the view that no impairment is required as on date. Our audit focused on this area because the assessment of recoverable value of the aforesaid assets of Unit I & unit II requires management to make a number of key judge- ments and estimates with respect to the future performance and profitability of the both units which involves judgements and estimates on future cash flows. Accordingly Impairment assessment of the Company's Unit I & Unit II has been considered as a key audit matter. • We assessed the management's controls over the assessment of the carrying value of Unit I & Unit II property plant and equipment to determine whether any asset impairment was required.
• We assessed the Company's valuation methodology applied in estimating the recoverable amount of the Company's both units.
• We tested the assumptions around the key drivers of the cash flow forecasts i.e. future growth rates discount rates used.
• Performed sensitivity analysis around the key assumptions used by management in impairment testing to understand the impact of reasonable changes in assumptions on the estimated recoverable amounts.
Refer Notes to accounts No. 42 to the Financial statements • Assessed the disclosures included in the financial statements in note42 to the Ind AS financial statements.
Evaluation of Uncertain tax Positions
The company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. • Obtained details of completed tax assessments and demands as on 31/03/2019 from Management.
• We involved our expertise to challenge the management's underlying assumptions in estimating tax provision and the possible outcome of the disputes.
Refer Notes to accounts No.26 to the Financial statements • We have also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions.

Emphasis of Matters

Without qualifying our opinion we draw attention to the following matters in the Notesto the financial statements:

a) The Fixed Deposit Scheme was restructured vide order No. C.P 27/02/2013 dated30.09.2013 by Company Law Board. However the company had filed application with NCLT toagain restructure the repayment schedule of Fixed Deposits which was rejected. It furthermoved appeal with NCLAT which was rejected vide its order dated 19.09.2018. However thecompany has made the repayment of Rs 10.71 Crores including interest during the year.(Refer Note. No. 34 of Financial Statements).

(b) As on 31.03.2019 Eleven Banks/ Financial Institutions have transferred their entireLoan Portfolio to their respective Assets Reconstruction Companies. (Refer Note No. 38.1of Financial Statements).

(c) As on 31.03.2019 the loan accounts with two banks are continuing as NPA. (ReferNote No. 38.2 of Financial Statements)

(d) During the year the company has booked income of Rs. 26.74 crores on account ofwaiver of principal and interest on Settlement with Phoenix ARC Pvt. Ltd. (Refer Note No.36 of Financial Statements).

(e) Regarding payment/provisioning of Managerial Remuneration in view of the amendmentto part II of Schedule V of Companies act 2013 the application for excess remunerationwhich was pending with Central Government stands abated. Now the company has to seekshareholders' approval for allowance of excess remuneration before 11.09.2019. (Refer NoteNo. 41 Financial Statements).

(f) The company is in process of collecting information with respect to Micro Smalland medium enterprises and accordingly the disclosures requirement under the MSMEDAct2006 could not be provided. ( Refer Note no. 15 of the Financial statements)

(g) During the year the company has made provision for Doubtful Debts amounting to Rs.8.05 crores. (Refer Note no. 28 to Financial Statements).

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

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report 2018-19 but does notinclude the Ind AS financial statements and our auditor's report thereon. Our opinion onthe Ind AS Financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether such other information ismaterially inconsistent with the Ind AS financial statements or our knowledge obtained inthe audit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information; weare required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these Financial Statements that givea true and fair view of the financial position financial performance total comprehensiveincome changes in equity and cash flows of the Company in accordance with Ind AS andother accounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Financial Statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the Financial Statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the Ind As Financial statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Ind AS 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 Ind AS financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal Control.

• 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 system in place and the operating effectiveness ofsuch controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the Ind AS financialstatements including the disclosures and whether the Ind AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

• We communicate with those charged with governance regarding among othermatters the planned scope and timing of the

audit and significant audit findings including any significant deficiencies ininternal control that we identify during our audit.

• We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

• From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the Ind AS financialstatements for the financial year ended March 31 2019 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. 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 purpose 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 and proper returnsadequate for the purpose of our audit;

(c) The Balance Sheet Statement of Profit and Loss including Other ComprehensiveIncome Statement Of Changes In Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the books of account;

(d) In our opinion the aforesaid Financial Statements comply with the IndianAccounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2015 as amended;

(e) On the basis of written representations received from the directors as on March 312019 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2019 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

(g) In our opinion the managerial remuneration for the year ended March 31 2019 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act ( refer Notes to accounts No. 41 of financialstatements);

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements; - Refer Note 26 to the financial statements.

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

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

For Jain & Associates
Chartered Accountants
(Regd No. 001361N)
S.C Pathak
Place : Chandigarh Partner
Date: 30/05/2019 Membership No.: 010194

"Annexure-A" Referred to in paragraphs under the heading "Report onother Legal and regulatory requirements" of our Report of even date

Re: M/s Ind-Swift Limited ('the Company')

(i) (In respect of Company's fixed assets:

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

(b) The company has a program of verification to cover all items of fixed assets over aperiod of four years in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program certain fixed assets werephysically verified by the management during the year. According to information andexplanations given to us no material discrepancies were noticed on such verification.

(c) According to information and explanations given to us the title deeds of immovableproperties included in fixed assets are held in the name of the Company. Following are theexceptions where the title deeds are not in the name of the company.

In case of land:

No. of cases Leasehold/ Freehold Gross Block as at 31st March 2019 Net Block as at 31st March 2019 Remarks
1 Leasehold Rs. 12.00 Lakhs Rs. 4.08 Lakhs Lease hold land PLOT NO. 781 IND-AREAPH-2 CHANDIGARH
2 Leasehold Rs.18.25 Lakhs Rs.7.37 Lakhs Lease hold land PLOT NO. 42 IND-AREAPH-2 CHANDIGARH

(ii) As explained to us the inventories excluding inventories with some of the thirdparties were physically verified during the year by the management at reasonableintervals and no material discrepancies were noticed on physical verification. In respectof inventories lying with third parties these have substantially been confirmed by them.

(iii) According to the information and explanation given to us the Company has grantedloans secured or unsecured to Companies firms and/or other parties covered in theregister maintained u/s 189 of the Companies Act 2013.

a) In our opinion the terms and conditions of the grant of such loans are notprejudicial to company's interest.

b) The principle and interest due on loan to Swift Fundamental Research & EducationSociety (SFRE) are not received by the company as stipulated during the year and nointerest has been provided on loan to SFRE during the year.

c) According to the information & explanations given to us the company has takenreasonable steps to recover the amount from SFRES and such loan is overdue by Rs. 61.29crores for more than 90 days.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act in respect ofloans investments guarantees and security made.

(v) The Fixed Deposit Scheme was restructured vide order No. C.P 27/02/2013 dated30.09.2013 by Company Law Board. However the company had filed application with NCLT toagain restructure the repayment schedule of Fixed Deposits which was rejected. It furthermoved appeal with NCLAT which was rejected vide its order dated 19.09.2018. However thecompany has made the payment of Rs 10.71 Crores including interest during the year. (ReferNote. No. 34 of Financial Statements).

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Act. We have broadly reviewed the cost records maintained by theCompany pursuant to the amended Companies (Cost Records and Audit) Rules 2014 and are ofthe opinion that prima facie the prescribed cost records have been made and maintained.We have however not made a detailed examination of the cost records with a view todetermine their accuracy.

(vii) According to information and explanations given to us in respect of StatutoryDues;

a) According to the records of the Company as examined by us the Company is generallyregular in depositing undisputed statutory dues including Provident Fund Employees StateInsurance Income Tax Sales Tax Service Tax Custom Duty Excise Duty Value Added TaxCess GST and other material statutory dues applicable to it with appropriateauthorities. We are informed that there are some undisputed statutory dues outstanding fora period of more than six months from the date they became payable as at the year endwhich are Provident fund Rs. 73.39 lakhs Employees State Insurance for Rs. 87.99 lakhsEntry Tax for Rs. 122.66 lakhs Service tax Rs. 27.59 lakhs Excise duty Rs. 43.50 lakhs.

b) The dues outstanding of income-tax sales-tax service tax duty of custom duty ofexcise value added tax and cess on account of any dispute as provided to us by theCompany are as follows:

Name of the Statute Nature of Dues Amount (in Rs Lakhs) Period to which the amount relates Forum where dispute is pending
SERVICE TAX SERVICE TAX DEMAND 31.17 2007-2008 TO 20102011 CESTAT CHANDIGARH
SERVICE TAX SERVICE TAX DEMAND 8.92 2012-2013 COMMISSIONER (APPEALS) CHANDIGARH
SERVICE TAX SERVICE TAX DEMAND 16.75 2013-2014 COMMISSIONER (APPEALS) CHANDIGARH
SERVICE TAX SERVICE TAX DEMAND 6.63 2013-14 AND 20142015 CESTAT CHANDIGARH
SERVICE TAX SERVICE TAX DEMAND 3.71 2014-2015 CESTAT CHANDIGARH
SERVICE TAX SERVICE TAX DEMAND 1.44 2010-2011 CESTAT CHANDIGARH
SERVICE TAX SERVICE TAX DEMAND 20.49 2009-2010 AND 20102011 CESTAT CHANDIGARH
SERVICE TAX SERVICE TAX DEMAND 8.39 2011-2012 CESTAT CHANDIGARH
SERVICE TAX SERVICE TAX DEMAND 7.23 2011-2012 COMMISSIONER (APPEALS) LUDHIANA
INCOME TAX ACT 1961 INCOME TAX/PENALTY DEMAND 54.47 2005-2006 PUNJAB & HARYANA HIGH COURT
INCOME TAX ACT 1961 INCOME TAX/PENALTY DEMAND 104.46 2005-2006 COMMISSIONER (APPEALS) GURGAON
INCOME TAX ACT 1961 INCOME TAX/PENALTY DEMAND 46.23 2006-2007 COMMISSIONER (APPEALS) GURGAON
BENGAL VAT ACT SALES TAX DEMAND 36.20 2009-2010 SALES TAX TRIBUNAL (KOLKATA)
BENGAL VAT ACT SALES TAX DEMAND 90.48 2010-2011 SALES TAX TRIBUNAL (KOLKATA)
BENGAL VAT ACT SALES TAX DEMAND 35.71 2011-2012 SALES TAX TRIBUNAL (KOLKATA)
U.P. VAT ACT SALES TAX DEMAND 1.06 2014-2015 SALES TAX TRIBUNAL (LUCKNOW)
M.P. VAT ACT SALES TAX DEMAND 5.54 2013-2014 SALES TAX TRIBUNAL (INDORE)
CHANDIGARH VAT ACT SALES TAX DEMAND 6633.62 2011-2012 SALES TAX TRIBUNAL (CHANDIGARH)
PUNJAB VAT ACT SALES TAX DEMAND 36.51 2010-2011 DETC (APPEALS) MOHALI
PUNJAB VAT ACT SALES TAX DEMAND 24.19 2009-2010 DETC (APPEALS) MOHALI
HIMACHAL PRADESH VAT ACT SALES TAX DEMAND 80.72 2006-2007 DETC (APPEALS) SHIMLA
CENTRAL EXCISE ACT 1944 CENVAT CREDIT/ REFUND/ PENALTY 38.73 2005-2008 CESTAT CHANDIGARH
PUNJAB VAT ACT SALES TAX DEMAND 218.13 2011-2012 DETC (APPEALS) MOHALI

(c) In our opinion and according to the information and explanations given to us theCompany has defaulted in repayment of dues to the financial institution bank or debentureholders. The details of such default are as follows:

Particulars Amount of default as at 31st March 2019 Period of default Remarks if any
(Rs. in crores)
BANK OF INDIA 85.57 More than 3 years The same has been declared as NPA by the bank.
CENTRAL BANK OF INDIA 9.56 More than 3 years The same has been declared as NPA by the bank.

(viii) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

(ix) According to the information and explanations given to us we report that no fraudby the Company or no material fraud on the Company by the officers and employees of theCompany has been noticed or reported during the year.

(x) Regarding payment/provisioning of Managerial Remuneration in view of the amendmentto part II of Schedule V of Companies act 2013 the application for excess remunerationwhich was pending with Central Government stands abated. Now the company has to seekshareholders' approval for allowance of excess remuneration before 11.09.2019. (Refer NoteNo. 41 Financial Statements).

(xi) In our opinion the Company is not a Nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiii) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not issued any shares during the yearAccordingly the provisions of clause xiii of the order are not applicable to the company.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

(xv) The Company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934 and accordingly the provisions of clause 3 (xvi) of the Order arenot applicable to the Company.

For Jain & Associates
Chartered Accountants
(Regd No.: 001361N)
S.C Pathak
Place : Chandigarh Partner
Date : 30.05.2019 Membership No.: 010194

"Annexure B" to the Independent Auditor's Report of even date on theFinancial Statements of Ind-Swift Limited

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of section143 of the Companies Act 2013 ("the Act")

To the Members of Ind-swift Limited

We have audited the internal financial controls over financial reporting of Ind-SwiftLimited ("the Company") as of March 31 2019 in conjunction with our audit ofthe Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether 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 internal financial controls system overfinancial reporting with reference to these Financial Statements.

Meaning of Internal Financial Controls Over Financial Reporting reference to theseFinancial statements

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting withreference to these Financial Statements

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Jain & Associates
Chartered Accountants
(Regd No.: 001361N)
S.C Pathak
Place : Chandigarh Partner
Date : 30.05.2019 Membership No.: 010194