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Marico Ltd.

BSE: 531642 Sector: Consumer
NSE: MARICO ISIN Code: INE196A01026
BSE 00:00 | 05 Aug 531.75 -4.30
(-0.80%)
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538.20

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541.90

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527.90

NSE 00:00 | 05 Aug 531.90 -4.35
(-0.81%)
OPEN

539.00

HIGH

539.25

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OPEN 538.20
PREVIOUS CLOSE 536.05
VOLUME 146267
52-Week high 552.90
52-Week low 333.30
P/E 59.02
Mkt Cap.(Rs cr) 68,670
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 538.20
CLOSE 536.05
VOLUME 146267
52-Week high 552.90
52-Week low 333.30
P/E 59.02
Mkt Cap.(Rs cr) 68,670
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Marico Ltd. (MARICO) - Auditors Report

Company auditors report

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Marico Limited ('the Company')which comprise the standalone balance sheet as at 31 March 2020 and the standalonestatement of profit and loss (including other comprehensive income) standalone statementof changes in equity and standalone statement of cash flows for the year then ended andnotes to the standalone financial statements including a summary of the significantaccounting policies and other explanatory information.

In our opinion and to the best ofour information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (-Act-) in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2020 and profit and other comprehensive incomechanges in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion on the Standalone financial statements.

Key Audit Matters

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

Revenue Recognition

[Refer to Note (d) of Significant Accounting Policies and Note 18 to the FinancialStatements]

The Key Audit Matter How the matter was addressed in our audit
• Revenue is recognised net of returns trade allowances and rebates owed to the customers based on the arrangement with customers. • In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
• Recognition and measurement of trade allowances and rebates including establishing an accrual at year end involves significant judgement and estimates. • Evaluated the appropriateness of the Company's revenue recognition accounting policies those relating to trade allowances and rebates by comparing with applicable accounting standards.
This leads to a risk of revenue being misstated due to faulty estimation over trade allowances and rebates. • Tested design implementation and operating effectiveness of the Company's general IT controls and key IT/manual application controls over the Company's systems which govern recording of revenue revenue cut-off and calculation and monitoring of trade allowances and rebates in the general ledger accounting system.
• Revenue is recognised when control of the underlying products has been transferred to the customer. There is a risk of revenue being overstated on account of variation in the timing of transfer of control due to the pressure management may feel to achieve performance targets at the reporting period end.
• Performed substantive year- end cut-off testing by selecting samples of revenue transactions recorded at year-end and verifying the underlying documents i.e. sales invoices/contracts and shipping documents.
• Inspected on a sample basis key customer contracts to identify terms and conditions relating to goods acceptance and rebates.
• Tested a sample of trade spends to the underlying documentation.
• Performed a retrospective review of trade spend accruals with prior period to understand deviations along with reasons for the same.
• Tested manual journals posted to revenue to identify unusual items.
• Evaluated the adequacy of disclosures in respect of revenue in thefinancial statements.

Taxation

[Referto Note (g) of Significant Accounting Policiesand Note 14 25 and 31to theFinancial Statements]

The Key Audit Matter How the matter was addressed in our audit
• The Company operates in a complex tax jurisdiction with various tax exemptions / deductions that may be subject to challenges and audits by tax authorities. In view ofthe significance ofthe matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
There are open tax and transfer pricing matters under litigation with tax authorities. • For uncertain tax positions inspected select correspondences with tax authorities.
• Judgment is required in assessing the level of provisions and disclosure of contingent liabilities required in respect of uncertain tax positions that reflects management's best estimate of the most likely outcome based on the facts available. • Evaluated management's judgment regarding the expected resolution of matters with various tax authorities based on third-party opinions and the use of past experience where available with the tax authorities.
• Involved our tax specialists' to evaluate the status of ongoing tax litigations and judgmental tax positions in tax returns and their most likely outcome basis their expertise industry outcomes and company's own past experience in respect of similar matters.
Evaluated the adequacy of financial statement disclosures in respect of the tax provision / adjustments and contingencies.
• Involved our internal valuation specialists where appropriate to evaluate the reasonability of the methodology and approach used in the valuation carried out for determining the carrying amount of investments.
• Challenged management with our own sensitivity analysis and evaluated the effect of possible reductions in growth rates and forecasted cash flows on the estimated headroom
• Evaluated the adequacy of financial statement disclosures in respect of investment in subsidiaries and joint ventures including disclosures of key assumptions judgements and sensitivities related to impairment testing.

Carrying value of investment in subsidiaries andjoint ventures:

[Refer to Note (y) of Significant Accounting Policies Note 2(a) and Note 6(a) to theFinancial Statements]

The Key Audit Matter How the matter was addressed in our audit
• The carrying amount of investment in subsidiaries and joint ventures aggregates R 1030 Crores i.e. 22% of the total assets of the Company as at 31 March 2020. Our audit procedures include:
• The annual impairment testing of investments is considered to be a key audit matter due to the complexity of the accounting requirements and significant judgements required in determining the assumptions to be used to estimate the recoverable amount. • In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
• Evaluated the assumptions applied to key inputs such as sales value operating costs growth rates and discount rates.
The recoverable amount of the investments which is based on the higher of value in use or fair value less costs to sell has been derived from discounted forecast cash flow models. These models use several key assumptions including estimates of future sales value operating costs terminal value growth rates and the weighted-average cost of capital (discount rate). • Compared the inputs with the historical growth trends evaluating the forecast used in prior year models to its actual performance of the business agreeing current forecast to the board of directors / management approved plans as well as our own assessment based on our knowledge of the client.

Other Information

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

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

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

Management's and Board of Directors' Responsibility for the Standalone FinancialStatements

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

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

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

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 (-the Order-) issued bythe Central Government in terms of section 143 (11) of the Act we give in the -AnnexureA- a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extentapplicable.

2. (A) As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

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

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

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified undersection 133 ofthe Act.

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

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in -Annexure B-.

(B) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

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

iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from 8 November 2016 to 30 December2016 have not been made in these financial statements since they do not pertain to thefinancial year ended 31 March 2020.

(C) With respect to the matter to be included in the Auditors' Report under section197(16):

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

For B S R and Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Sadashiv Shetty
Mumbai Partner
4 May 2020 Membership No: 048648

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT - 31 MARCH 2020

(Referred to in our report of even date)

(i) (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 fixed assets are verified in a phased manner over a period of two years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties asdisclosed in Note 3(a) to the Standalone Ind AS financial statements are held in the nameof the Company.

(ii) The inventory except goods-in-transit has been physically verified by themanagement during the year. For inventory lying with third parties at the year- endwritten confirmations have been obtained. In our opinion the frequency of suchverification is reasonable. The discrepancies noticed on verification between the physicalstocks and the book records were not material and have been appropriately dealt with inthe books of accounts.

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

(iv) In our opinion and according to the information and explanations given to us theCompany has not granted any loans or provided any guarantees or security to the partiescovered under Section 185 ofthe Act during the year. The Company has complied with theprovisions of Section 186 of the Act in respect grant of loans making investments andproviding guarantees and securities as applicable.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public in accordance with the provisions ofsection 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the records maintained by the Company pursuant to therules prescribed by the Central Government for maintenance of cost records undersub-section 1 of section 148 ofthe Act and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. However we have not made adetailed examination of the records with a view to determine whether they are accurate orcomplete.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employees' StateInsurance Income-Tax Goods and Service Tax Duty of Customs Cess and other materialstatutory dues have been generally regularly deposited during the year by the Company withthe appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income-Tax Goods andService Tax Duty of Customs Cess and other material statutory dues were in arrears as at31 March 2020 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofIncome-tax Sales tax Service tax Duty of customs Duty of excise Goods and Service taxand Value added tax as at 31 March 2020 which have not been deposited with theappropriate authorities on account of any dispute other than those mentioned in EnclosureI to this report.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to its bankers. The Company does nothave any loans or borrowings from financial institutions and Government nor has it issuedany debentures during the year.

(ix) 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.

(x) According to the information and explanations given to us no material fraud by theCompany or any fraud on the Company by its officers or employees has been noticed orreported during the year.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company as prescribed under section 406 of the Act. Accordinglyparagraph 3(xii) of the Order is not applicable to the Company.

(xiii) 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 the provisions of Sections 177 and 188 of the Act where applicable. Thedetails of such related party transactions have been disclosed in the Standalone Ind ASfinancial statements as required by the applicable Indian Accounting Standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) 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 any noncashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve BankoflndiaAct 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R and Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Sadashiv Shetty
Mumbai Partner
4 May 2020 Membership No: 048648

Enclosure I to Annexure A to the Independent Auditors' Report - 31st March 2020

Name of Statute Nature of dues Forum where dispute is pending Period to which the Amount relates Amount under dispute (Rs in Crores) Amount paid under protest (Rs. in Crores)
The Central sales Tax Act and Local Sales Tax Sales Tax (including interest and penalty if applicable) High Court Various years 53 0
The Central sales Tax Act and Local Sales Tax Sales Tax (including interest and penalty if applicable) Additional Commissioner - Sales tax Various years 10 1
The Central sales Tax Act and Local Sales Tax Sales Tax (including interest and penalty if applicable) Joint commissioner - Sales tax Various years 19 2
The Central sales Tax Act and Local Sales Tax Sales Tax (including interest and penalty if applicable) Deputy Commissioner - Sales tax Various years 1 1
The Central sales Tax Act and Local Sales Tax Sales Tax (including interest and penalty if applicable) Assistant Commissioner Various years 0 0
The Central sales Tax Act and Local Sales Tax Sales Tax (including interest and penalty if applicable) Tribunal Various years 7 1
The Central Excise Act Excise Duty (including penalty if applicable) Customs Excise and Service Tax Appellate Tribunal Various years 33 3
Service Tax (Finance Act 1994) Service Tax (including penalty if applicable) Customs Excise and Service Tax Appellate Tribunal 2006 -2012 0 0
Income Tax Act 1961 Income Tax Commissioner of Income-tax (Appeals) AY 2010 -11 to AY 2013 -14 and AY 2016-17 73.25

ANNEXURE - B TO THE INDEPENDENT AUDITORS'

Rreporton the standalonefinancial statementsofMarico Limited for theyearended31 March2020

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 ofSection 143 ofthe Companies Act2013.

(Referred to in paragraph 2(A)(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date).

Opinion

We have audited the internal financial controls with reference to financial statementsof Marico Limited (-the Company-) as of 31 March 2020 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31 March 2020 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (the -Guidance Note-).

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013 (hereinafter referred to as -theAct-).

Auditors' 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 prescribed undersection 143(10) ofthe Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing 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 standalone financial statements whether due to fraud orerror.

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

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

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 controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

For B S R and Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Sadashiv Shetty
Mumbai Partner
4 May 2020 Membership No: 048648
UDIN: 20048648AAAAAM3667

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