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Mahindra Holidays & Resorts India Ltd.

BSE: 533088 Sector: Services
NSE: MHRIL ISIN Code: INE998I01010
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OPEN 216.00
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VOLUME 8
52-Week high 256.00
52-Week low 185.10
P/E 40.25
Mkt Cap.(Rs cr) 2,887
Buy Price 214.05
Buy Qty 25.00
Sell Price 215.25
Sell Qty 52.00
OPEN 216.00
CLOSE 214.80
VOLUME 8
52-Week high 256.00
52-Week low 185.10
P/E 40.25
Mkt Cap.(Rs cr) 2,887
Buy Price 214.05
Buy Qty 25.00
Sell Price 215.25
Sell Qty 52.00

Mahindra Holidays & Resorts India Ltd. (MHRIL) - Auditors Report

Company auditors report

TO THE MEMBERS OF MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of MahindraHolidays & Resorts India Limited ("the Company") which comprise thestandalone balance sheet as at 31 March 2019 and the standalone statement of profit andloss (including other comprehensive income) standalone statement of changes in equity andstandalone statement of cash flows for the year then ended and notes to the standalonefinancial statements including a summary of the significant accounting policies and otherexplanatory information. In our opinion and to the best of our information and accordingto the explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of aairs of the Company as at 31 March 2019and profit and other comprehensive income changes in equity and its cash flows for theyear ended on that date.

Description of Key Audit Matter

Basis for Opinion

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

Key Audit Matters

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

I) Revenue recognition in accordance with Ind AS 115 "Revenue fromContracts with Customers" (new revenue accounting standard) See notes 3 (B) 29 and47 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
Company has a unique business model and revenue consists of numerous individual transactions Our audit procedures included following:
Pursuant to application of Ind AS 115 from 1 April 2018 (a) the membership fees and (b) incremental costs to obtain a contract with a customer are recognised over the eective membership period. The previous accounting standard permitted upfront recognition of the non- refundable admission fees on sale of membership. - Evaluating and determining the appropriate accounting policy in accordance with Ind AS 115 for membership contracts entered with customers
- Evaluating and testing the identification of expenses incurred by the Company which can get classified as incremental costs of acquisition.
The application of the new accounting standard on revenue recognition involves certain judgements relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations and the appropriateness of the basis used to recognize revenue over a period. - Obtaining the computation for the prior year adjustments for revenue and incremental costs of acquisition required on transition to Ind AS 115. Testing the computation of the revenue as per Ind AS 115 for past membership contracts on a sample basis (using statistical sampling).
- Evaluating the process followed by the management and evaluating the data used for the purpose of identifying and determining the eective membership period after considering breakage i.e customer's unexercised rights and comparing the basis with historical experience of utilization of memberships.

I) Revenue recognition in accordance with Ind AS 115 "Revenue fromContracts with Customers" (new revenue accounting standard) See notes 3 (B) 29 and47 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
Incremental costs are those that would not have been incurred if the contract was not obtained. - Evaluating the process followed by the management and evaluating the data used for the purpose of deferral of revenue due to uncertainty of collection based on historical trends and considering factors impacting future collections.
The management has applied significant judgement in identifying the expenses which can be treated as incremental cost of acquiring new members. - Testing the new processes and controls instituted for recognition of revenue and incremental costs of acquisition over the eective membership period.
The value of the transition adjustment to Ind AS 115 together with the level of judgement involved make its accounting treatment a significant matter for our audit. Involving our IT specialists to test the relevant changes in the IT system for recording revenue and incremental costs of acquisition as per Ind AS 115.
- Assessing the adequacy of the Company's disclosures (note 47) in accordance with the requirements of Ind AS 115.

II) Property plant and equipment (change in accounting policy) Seenote 3 (A) and 4 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The Company has changed its accounting policy with respect to measurement of freehold land. According to the revised policy freehold land will be revalued and measured at fair value based on periodic valuation done by external independent valuer. Our audit procedures included following:
- Evaluating and determining the appropriate accounting for change in policy from cost model to revaluation model for freehold land.
Significant judgement is required by the valuer in determining the fair value of freehold land. Company owns many land parcels in dierent jurisdictions. - Evaluating and testing the objectivity and competence of the management's external expert involved in fair valuation of the land parcels.
The value of impact of this change in policy for measurement of freehold land together with the level of judgement involved make its accounting treatment a significant matter for our audit. - Evaluating the valuation report received from the management's external valuation experts and assessing the work performed by them including the valuation methodology for each land parcel along with key judgements made in determining the fair values.
- Involving our internal valuation specialists to consider and evaluate the appropriateness of the valuation methodology applied.
- Assessing the adequacy of the Company's disclosures (note 3(A)) in respect of the change in accounting policy for measurement of land.

III) Contingent liabilities

See note 37 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The Company has significant tax litigations for both direct and indirect taxes. Our audit procedures included following:
There is a high level of judgement required in estimating the level of provisioning and appropriateness of disclosure of those litigations in the financial statements. - Reviewing the list of outstanding litigation against the Company.
The value of the litigations together with the level of judgement involved make its accounting treatment a significant matter for our audit. - Inquiring and obtaining explanation for movement during the year.
- Reading the latest correspondence between the Company and the various tax/legal authorities for significant matters for evaluation.
- Discussing the status of significant litigation with the Company's senior management personnel and assessing their responses.
- Review external opinions if any obtained by the management of the Company from external advisors.
- Involving our tax specialists and discussing with the Company's tax Officers their views and strategies on significant cases as well as the related technical grounds relating to their conclusions based on applicable tax laws.
- Assessing the decisions and rationale for provisions made or for decisions not to record provisions or make disclosures.

Other Information

The Company's management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's annual report but does not include the financial statements and ourauditor's report thereon.

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

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

Management's Responsibility for the Standalone FinancialStatements

The Company's management and Board of Directors are responsiblefor the matters stated in section 134(5) of the Act with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaairs profit and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating eectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management and Boardof Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so. Board ofDirectors is also responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.As part of an audit in accordance with SAs we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

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

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

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

• Conclude on the appropriateness of management's use of thegoing 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'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

(A) As required by Section 143(3) of the Act we report that: a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit; b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books; c) The standalone balance sheet thestandalone statement of profit and loss (including other comprehensive income) thestandalone statement of changes in equity and the standalone statement of cash flows dealtwith by this Report are in agreement with the books of account; d) In our opinion theaforesaid standalone financial statements comply with the Ind AS specified under section133 of the Act; e) On the basis of the written representations received from the directorsas on 31 March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of Section164(2) of the Act; and f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating eectiveness ofsuch controls refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us: i. The Company has disclosed the impact of pending litigationsas at 31 March 2019 on its financial position in its standalone financial statements -Refer Note no. 37 to the standalone financial statements; ii. The Company did not have anylong-term contracts including derivative contracts for which there were any materialforeseeable losses; iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company; and iv. Thedisclosures in the standalone financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made in these financial statements since they do not pertain to the financialyear ended 31 March 2019.

(C) With respect to the matter to be included in the Auditor'sReport under section 197(16): In our opinion and according to the information andexplanations given to us the remuneration paid by the Company to its directors during thecurrent year is in accordance with the provisions of Section 197 of the Act. Theremuneration paid to any director is not in excess of the limit laid down under Section197 of the Act. The Ministry of Corporate Aairs has not prescribed other details underSection 197(16) which are required to be commented upon by us.

For B S R & Co LLP
Chartered Accountants
(Firm's Registration No: 101248W/W–100022)
Koosai Lehery
Partner
Mumbai May 15 2019 (Membership No. 112399)

Annexure A to the Independent Auditor's Report - 31 March 2019

(Referred to in our report of even date) i. (a) The Company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets.

(b) The Company has a regular programme of physical verification of itsfixed assets by which all fixed assets are verified in a phased manner over a period ofthree years. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. Pursuant to theprogramme certain fixed assets were physically verified by the management during theyear. In our opinion and according to information and explanations given to us nomaterial discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the registered sale deeds and Courtorders approving schemes of arrangements/amalgamations provided to us by the Company thetitle deeds of immovable properties are held in the name of the Company except for thefollowing which are not held in the name of the Company:

Sr. No. Total no. of cases Type of Assets Gross Block as at 31 March 2019 Net Block as at 31 March 2019 Remarks
1 3 Freehold land 680450168 680450168 Received on merger of the erstwhile Companies. Company is in the process of transferring the title deeds.
2 3 Building 524450438 444783098 Received on merger of the erstwhile Companies. Company is in the process of transferring the title deeds

ii. The inventory has been physically verified by the management atreasonable intervals during the year. In our opinion the frequency of such verificationis reasonable. The discrepancies noticed on verification between the physical stocks andthe book records were not material.

iii. In our opinion and according to the information and explanationsgiven to us the Company has not granted any loans secured or unsecured to companiesfirms limited liability partnerships or other parties covered in the register maintainedunder Section 189 of the Act. Accordingly paragraph 3(iii) of the Order is not applicableto the Company.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 of theAct with respect to the loans given investments made guarantees given and securityprovided.

v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits from the public during the year interms of the provisions of Sections 73 to 76 or any other relevant provisions of the Actand the rules framed there under. Accordingly paragraph 3(v) of the Order is notapplicable to the Company.

vi. In our opinion and according to the information and explanationsgiven to us having regard to the nature of the Company's business/activitiesparagraph 3(vi) of the Order is not applicable to the Company.

vii. (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/accrued inthe books of account in respect of undisputed statutory dues including Goods and servicestax Provident fund Employees' state insurance Income-tax Sales-tax Luxury taxValue added tax Duty of customs Cess and other material statutory dues have generallybeen regularly deposited during the year by the Company with the appropriate authorities.As explained to us the Company did not have any dues on account of Duty of excise.

According to the information and explanations given to us noundisputed amounts payable in respect of Goods and services tax Provident fundEmployees' state insurance Income-tax Sales-tax Luxury tax Value added tax Dutyof customs Cess and other material statutory dues were in arrears as at 31 March 2019 fora period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and basedon our examination of the records of the Company there are no dues of Goods and servicestax Sales tax Value added tax and Duty of customs which have not been deposited onaccount of any dispute. The following disputed dues in respect of Income-tax Luxury taxand Service tax have not been deposited by the Company with the appropriate authorities:

Name of the Statute Nature of the Dues Forum where dispute is pending Period to which amount relates Amount* (र in lakhs)
Income Tax Act 1961 Income tax Interest and Penalty High Court AY 1999 to 2011 31251
Income Tax Act 1961 Income tax Interest and Penalty ITAT AY 2010 42212
AY 2012 to 2016
Income Tax Act 1961 Income tax Interest and Penalty Commissioner of Income Tax- Appeals AY 2017 9929
Finance Act 1994 Service Tax Interest and Penalty Appellate Authorities FY 2005 to 2014 3926
Tamilnadu Luxury Tax Act Luxury Tax Deputy Commissioner FY 2003 to 2006 64
Commissioner- Appeals FY 2011 to 2012 17
Kerala Luxury Tax Act Luxury Tax Intelligence Officer- Debikulam FY 2009 to 2011 659
Appeallate Commissioner FY 2010 to 2016 3101
High Court FY 2012 to 2015 1706
Uttarakhand Luxury Tax Luxury Tax Appeallate FY 2013 34
Act Commissioner
Maharashtra Luxury Tax Act Luxury Tax Commissioner of Commercial taxes FY 2013 to 2014 42
Rajasthan Luxury Tax Act Luxury Tax High Court FY 2011 to 2017 1763
Rajasthan Value Added Tax Act Value Added Tax High Court FY 2015 to 2017 15

* net of amounts paid under protest.

viii. According to the information and explanations given to us andbased on the records of the Company the Company has not defaulted in the repayment ofloans or borrowings to banks. The Company did not have any outstanding loans or borrowingfrom financial institutions or government or debenture holders during the year.

ix. According to the information and explanations given to us theCompany did not raise money by way of initial public oer or further public oer(including debt instruments) or term loans during the year. Accordingly paragraph 3(ix)of the Order is not applicable to the Company.

x. According to the information and explanations given to us no fraudby the Company and no material fraud on the Company by its Officers or employees has beennoticed or reported during the course of our audit.

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

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of theOrder is not applicable to the Company.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the Standalone Ind AS financialstatements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicableto the Company.

xv. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with them. Accordinglyparagraph 3(xv) of the Order is not applicable to the Company.

xvi. According to information and explanations given to us the Companyis not required to be registered under section 45 IA of the Reserve Bank of India Act1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co LLP
Chartered Accountants
(Firm's Registration No: 101248W/W–100022)
Koosai Lehery
Partner
Mumbai May 15 2019 (Membership No. 112399)

Annexure B to the Independent Auditor's report on the standalonefinancial statements of Mahindra Holidays & Resorts India Limited for the year ended31 March 2019

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013 (Referred to in paragraph 1 (A) (f) under ‘Report on OtherLegal and Regulatory Requirements' section of our report of even date) Opinion

We have audited the internal financial controls with reference tofinancial statements of Mahindra Holidays & Resorts India Limited ("theCompany") as of 31 March 2019 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating eectively as at 31 March 2019 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to financial statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note. These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating eectively for ensuring theorderly and ecient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to 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 financial statements. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols with reference to financial statements were established and maintained andwhether such controls operated eectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating eectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating eectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

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

Meaning of Internal Financial controls with Reference to FinancialStatements

A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to 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 financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could havea material eect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

For B S R & Co LLP
Chartered Accountants
(Firm's Registration No: 101248W/W–100022)
Koosai Lehery
Partner
Mumbai May 15 2019 (Membership No. 112399)