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Infibeam Avenues Ltd.

BSE: 539807 Sector: IT
NSE: INFIBEAM ISIN Code: INE483S01020
BSE 00:00 | 07 Aug 74.95 0.05
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75.05

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75.70

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74.50

NSE 00:00 | 07 Aug 75.05 0
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74.55

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76.00

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OPEN 75.05
PREVIOUS CLOSE 74.90
VOLUME 29938
52-Week high 79.10
52-Week low 26.55
P/E 129.22
Mkt Cap.(Rs cr) 4,982
Buy Price 74.60
Buy Qty 10.00
Sell Price 76.00
Sell Qty 510.00
OPEN 75.05
CLOSE 74.90
VOLUME 29938
52-Week high 79.10
52-Week low 26.55
P/E 129.22
Mkt Cap.(Rs cr) 4,982
Buy Price 74.60
Buy Qty 10.00
Sell Price 76.00
Sell Qty 510.00

Infibeam Avenues Ltd. (INFIBEAM) - Auditors Report

Company auditors report

To the Members of Infibeam Avenues Limited

(formerly known as Infibeam Incorporation Ltd)

Report on the Audit of the Standalone IND AS financial Statements

Opinion

We have audited the accompanying standalone IND AS financial statements of InfibeamAvenues Limited (formerly known as Infibeam Incorporation Ltd) ("the Company")which comprise the Balance Sheet as at March 31 2019 the Statement of Profit and Loss(including Other Comprehensive Income) the Statement of Changes in Equity and theStatement of Cash Flows for the year ended on that date and a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone INDAS financial statements")

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone IND AS financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended ("Ind AS") and other accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 the profit andtotal comprehensive income changes in equity and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit of the standalone IND AS financial statements in accordance withthe Standards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone IND AS financial Statements section ofour report. We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the standalone IND AS financial statementsunder the provisions of the Act and the Rules made thereunder and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the ICAI's Codeof Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone IND AS financialstatements

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone IND AS financial statements for the periodended March 31 2019. These matters were addressed in the context of our audit of thestandalone IND AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. We have determined the mattersdescribed below to be the key audit matters to be communicated in our report.

Sr No Key Audit Matter Auditors Response
1. Goodwill Impairment Principal Audit Procedures
Included on the balance sheet is an intangible assets balance of' 19009.61 Millionason31 March2019 which relates to goodwill of' 16124.18 million which arose mainly from past acquisition and other intangible assets like Computer Software IT Platform Trademark and Customer relationship of ' 2885.43 million is classified as other Intangibles and Intangibles under development. Focusing on Infibeam Avenues Ltd business we understood evaluated and validated management's key controls over the impairment assessment process. It was brought to our notice that the company had undertaken a valuation report done from external independent valuer. On observing the same following audit procedures were adopted:
The Company is required to perform impairment assessments of good will and intangible assets that have an indefinite useful life annually. For intangible assets with useful lives the Company is required to review these for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable and at least annually review whether there is any change in their expected useful lives. • Evaluating the methodical and mathematical accuracy of the model used for the impairment testing the appropriateness of the assumptions and the methodology used to prepare its cash flow fore casts.
• gaining an understanding and assessing the reasonableness of business plans by comparing them to prior year's assumptions;
• comparing the current years actual results included in the model to consider whether forecasts including assumptions that with hindsight had been appropriate.
• recalculating the value in use calculations
For the purpose of performing impairment assessments all intangible assets including goodwill have been allocated to groups of cash generating units ("CGUs"). The recoverable amount of the underlying CGUs is supported by value-in-use calculations which are based on future discounted cash flows. Management concluded that the intangible assets including goodwill were not impaired as of 31 March 2019. • challenging the robustness of the key assumptions used to determine the value in use including the allocation of goodwill to the adequate CGUs cash flow forecasts long term growth rates and the discount rates based on our understanding of the commercial prospects of the related CGUs and by comparing them with publicly available data where possible;
We also considered the appropriateness of disclosures in the standalone INDAS financial statements and conclude that our audit procedures did not lead to any reservations regarding the goodwill impairment test.
2 Accuracy of recognition measurement presentation and disclosure of revenue and other related balances in view of adoption of IND-AS 115"Revenue from Contracts with Customers". Principal Audit Procedures
The application of the new revenue accounting standard involves certain key judgments relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognized over a period. Additionally new revenue accounting standard contains disclosures which involve collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. We assessed the Company's process to identify the impact of adoption of the new revenue accounting standard on its reported revenue. Our audit approach consisted testing of design and operating effectiveness of internal controls and substantive testing as follows:
• Evaluated the design of internal controls relating to implementation of the new revenue accounting standard;
The company adopted IND-AS 115 and applied the available exemption provided therein to not restate the comparative periods. • Selected a sample of continuing and new contracts and tested the operating effectiveness of the internal control relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation reperformance and inspection of evidence in respect of operation of these controls;
• Selected a sample of continuing and new contracts and performed the following procedures:
a) Read analyzed and identified the distinct performance obligations in these contracts.
b) Compared these performance obligations with that identified and recorded by the Company.
c) Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.
d) Samples in respect of different types of revenue recorded were assessed with relevant documents including customer acceptances subsequent invoicing and historical trend of collections and disputes.
e) Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.
3 Recoverability of Loans and Capital advances. Audit Procedure followed
Included on the balance sheet is Loans to related parties ' 107.80 million and Capital Advance of' 527.1 million as on March 312019. The company had given advances to its subsidiaries during the previous financial year as well as during the current financial year. These advances had further been given by these subsidiary companies to various vendors for different projects. During the quarter ended December 31 2018 the matter was included in the Limited Review Report and management was requested to provide additional information and evidences. Pending receipt of audit evidence comment on the recoverability of advances and consequential impact if any on the results for the quarter ended December31 2018 was made. We reviewed management's rational and objective for providing loans and capital advances to subsidiaries. We reviewed management's assessment of recoverability advances to subsidiaries and corroborated the same with the financials of subsidiaries. We reviewed the Company's internal control system for advancing the money to suppliers and subsidiaries and carried out a combination of procedures involving enquiry and observation and inspection of evidence in respect of these loans and advances. Our audit approach consisted testing of design and operating effectiveness of internal controls and substantive testing as follows:
• Review ofcomplete details of loans and capital advances given to subsidiaries and corroborating the same with of ledger Accounts and confirmation of subsidiaries.
The aggregate of Loan and capital advance amount was ' 1223.10 million as at December 312018 which has come down to ' 634.90 million as at March 312019 on account of combination of receipt of relevant capital goods and repayment of loans. • Review of onward payment by subsidiaries to various parties and with the supporting documents / Purchase Orders / Invoices etc.
• Reviewed the procedures followed by Infibeam and subsidiaries for selection of vendors and justification of terms of payments delivery warranties/Guarantees etc.
• Assessed present status of Advance receipt / availability of material/services.
• Obtained explanation from the management and went through the report obtained by the company from external independent expert on fund utilization.
Based on our procedures we found management's judgment around the recovery of the Loans and Capital Advance to be appropriate.
4 Investigation in relating to certain matters such as merger and acquisition and other financial related matters. Audit Procedure followed
During the limited review of first quarter based on third party information received the Joint statutory auditor M/s. SRBC& Co. LLP requested management to perform independent investigation in relation to certain matters such as merger and acquisition and other financial related matters. We reviewed the management's rational of carrying out investigation through an independent firm of Chartered Accountants.
We reviewed the scope of work and areas of investigation agreed with the independent chartered accountant firm.
The management decided to carry out investigation through independent agency and appointed independent chartered accountant firm to carry out the investigation in respect of the merger and acquisition and other financial related matters. Based on report of the independent chartered accountant management concluded that there is no impact on the financial results of the current or the previous periods and the same are not required to be restated. We evaluated the competence capability and objectivity of the firm.
We reviewed the report of the firm and procedures performed and conclusion reached by the firm.
Based on our procedures we found management's conclusion to be appropriate and no adverse findings or no adverse observations were found during investigation.

Information Other than the Standalone IND AS financial Statements and Auditor's ReportThereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone IND AS financial statements and our report thereon.

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

In connection with our audit of the standalone IND AS financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone IND AS financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

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

Management's Responsibility for the Standalone IND AS 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 standalone IND AS financialstatements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies;making judgments and estimates that are reasonable andprudent;and design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalone IND ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

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

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

Auditor's Responsibilities for the Audit of the Standalone IND AS financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone IND ASfinancial 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. As 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 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 standalone IND ASfinancial 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 financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness 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 standalone IND AS financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone IND AS financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work;and (ii) to evaluatethe effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including 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 IND AS financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits ofsuchcommunication.

Other Matter

i. The comparative financial information of the Company for the year ended March 312018 included in the statement have been audited by the Joint Auditor M/s. S R B C &Co LLP whose report for the year ended March 312018 dated May 30 2018 expressed anunmodified opinion.

ii. We have been appointed as joint auditors of the company along with M/s S R B C& Co. LLP Chartered Accountants (the 'joint auditor'). The Board of Directors intheir meeting held on May 5 2019 has recommended to terminate Company's joint statutoryauditor M/s. S R B C & CO. LLP. The termination is subject to approval of CentralGovernment and shareholders. As informed to us the shareholders have approved therecommendation of the Board of Directors in the Extra Ordinary General Meeting held on May30 2019 and approval of the Central Government is yet to be received as on the date ofthis report. In view of the above circumstances the report of joint auditor on thesefinancial statements is not available. Pending receipt of the approval of CentralGovernment and non availability of the report of joint auditor we have issued separateaudit report.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143ofthe 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 purposes of our audit.

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

c) The Balance Sheet the 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 relevant books of account.

d) In our opinion the aforesaid standalone IND AS financial statements comply with theInd AS specified underSection 133of theAct readwith Rule 7 of the Companies (Accounts)Rules 2014.

e) On the basis of the written representations received from the directors as on March31 2019taken on record bythe 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) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

During the financial year the company has not paid any remuneration to any of thedirectors.

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:

a. The Company has disclosed the impact of pendinglitigationson itsfinancial positionin its standalone IND AS financial statements.

b. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.

c. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund bythe Company.

For Shah & Taparia

Chartered Accountants

Firm Registration No: 109463W

Ramesh Pipalawa

Partner

Membership Number: 103840

Place of Signature: Gandhinagar

Date: May30 2019

Annexure A referred to in Para 1 of the Independent Auditors Report

With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of the Company on the standalone IND AS financial statements for theyear ended 31March 2019 we report thefollowing:

1) A) The Company has maintained proper records showing full particulars includingquantitative details and situation offixed assets.

B) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified on annual basis. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the company and thenature of its assets. In accordance with the policy the Company has physically verifiedthe fixed assets during the year and we are informed that no material discrepancies werenoticed upon such verification.

C) According to the information and explanations given by the management the titledeeds of immovable properties included in Property Plant and Equipment are held in thename of the Company.

2) The Company is a service company primarily rendering website development andmaintenance services and payment gateway services. Accordingly it does not hold anyphysical inventories. Thus paragraph 3(ii) of the Order is not applicable to the Company.

3) A) The Company has granted loans to two

Companies covered in the register maintained under Section 189 of the CompaniesAct2013. In our opinion and according to the information and explanations given to us theterms and conditions of loans are not prejudicial to the Company’s interest.

B) The loans granted to Company listed in the register maintained under Section 189 ofthe Act the borrowers have been regular in the payment of the principal and interest asstipulated.

C) There are no amounts of loans granted to Company listed in the register maintainedunder Section 189 of the Companies Act 2013 which are overdue for more than ninety days.

4) In our opinion and according to the information and explanations given to usprovisions of Section 185 of the Companies Act 2013 in respect to loans to directorsincluding entities in which they are interested and in respect of loans and advances givenhave been complied with by the Company. The Company has not granted any guarantees andsecurities during the year. Further based on the information and explanations given to usand based on legal opinion obtained by the Company the Company being a technology relatedinfrastructure company provision of Section 186 (except sub-section (1) of Section 186)of the Companies Act 2013 is not applicable to the Company and hence not commented upon.In our opinion and according to the information and explanations given to us the Companyhas made investment referred in Section 186 of the Act and have complied with theprovisions of Section 186 of the Act.

5) The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable and hence not commentedupon.

6) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under Section 148(1) of the Companies Act 2013for the services of the Company. Accordingly paragraph 3(vi) of the Order is notapplicable.

7) A) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including service tax income-taxprovident fund employee state insurance duty of customs goods and services taxprofessional tax cess and other material statutory dues are generally regularly depositedduring the year however there have been delays in few cases of payment of goods andservices tax professional tax employee state insurance provident fund and tax deductedat source (TDS). As explained to us the Company did not have any dues on account of salestax value added tax and duty of excise during the year.

B) According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund. Employees’ State Insurance Income-tax Goodsand Services tax duty of Customs Cess and other material statutory dues were in arrearsas at 31 March 2019 for a period of more than six months from the date they becamepayable exceptprofessionaltaxof' 0.1 Mn.

C) According to the information and explanations given to us no undisputed amountspayable in respect of service tax income-tax goods and services tax professional taxduty of customs and other material statutory dues which have not been deposited with theappropriate authorities on account of any dispute other than those mentioned below:

Name of Statute Income Tax Act 1961
Nature of Dues Income Tax Demands
Amount involved 3.32 millions
Period to which amount pertains 2012-13 and 2013-14
Forum where dispute is Commissioner of
pending Income Tax (Appeals)

8) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowings to banks orfinancial institutions during the year. The Company did not have any due payable to thedebenture holders and government during the year.

9) According to information and explanations given by the management and confirmationof the monitoring bank monies raised by the Company by way of initial public offer wereapplied for the purpose for which they were raised though idle/surplus funds which werenot required for immediate utilization have been invested in fixed deposits. The maximumamount of idle/surplus funds invested during the year was ' 902.5 million of which ' 251.5million was outstanding at the end of the year. Further according to the information andexplanations given by the management the Company has utilized the monies raised by way ofterm loans for the purposes for which they were raised. There was no further public offer(including debt instrument) during the year.

10) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.

11) According to the information and explanationsgiven by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

12) 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.

13) According to the information and explanations given by the management and on thebasis of relevant records and representation the transactions with the related partiesare in compliance with section 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the notes to the IND-AS financial statements as requiredby the applicable accounting standards.

14) According to the information and explanations given by the management the Companyhas not made preferential allotment or private placement of shares or fully convertibledebentures during the year. According to the information and explanations given by themanagement we report that the amounts raised in the previous year have been utilizedduring the year for the purposes for which the funds were raised.

15) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of the Act.

16) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For Shah & Taparia

Chartered Accountants

Firm Registration No: 109463W

Ramesh Pipalawa

Partner

Membership Number: 103840

Place of Signature: Gandhinagar

Date: May30 2019

Annexure B referred in para 2 of the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the CompaniesAct 2013 ("the Act")

We have audited the internal IND AS financial controls with reference to standalonefinancial statements of Infibeam Avenues Limited (formerly known as Infibeam IncorporationLtd) ("the Company") as of March 312019 in conjunction with our audit of thestandalone 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 with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India ("ICAI"). 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 to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing issued by ICAI anddeemed to be prescribed under Section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by ICAI. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial control system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the standaloneIND AS financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basisfor our audit opinion on the Company's internal financial controls systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regardingthe reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control withreference to financial statements includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company;and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to standalone IND AS financial statements andsuch internal financial controls with reference to standalone IND AS financial statementswere operating effectively as at March 31 2019 based on the internal control withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note issued bythe ICAI.

For Shah & Taparia

Chartered Accountants Firm Registration No: 109463W

Ramesh Pipalawa

Partner

Membership Number: 103840

Place of Signature: Gandhinagar

Date: May30 2019