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Marico Ltd.

BSE: 531642 Sector: Consumer
NSE: MARICO ISIN Code: INE196A01026
BSE 00:00 | 24 Feb 303.80 -2.40
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307.00

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302.10

NSE 00:00 | 24 Feb 304.25 -1.95
(-0.64%)
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307.00

HIGH

308.10

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OPEN 307.00
PREVIOUS CLOSE 306.20
VOLUME 42082
52-Week high 403.70
52-Week low 292.00
P/E 32.05
Mkt Cap.(Rs cr) 39,218
Buy Price 303.80
Buy Qty 851.00
Sell Price 307.00
Sell Qty 1.00
OPEN 307.00
CLOSE 306.20
VOLUME 42082
52-Week high 403.70
52-Week low 292.00
P/E 32.05
Mkt Cap.(Rs cr) 39,218
Buy Price 303.80
Buy Qty 851.00
Sell Price 307.00
Sell Qty 1.00

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 ("theCompany") which comprise the standalone balance sheet as at 31 March 2019 and thestandalone statement of profit and loss (including other comprehensive income) standalonestatement of changes in equity and standalone statement of cash flows for the year thenended and notes to the standalone financial statements including a summary of thesignificant accounting policies and other explanatory information.

In our opinion and to thebestofour information and according to the explanations givento us the aforesaid standalone financial statements give the information required by theCompanies Act 2013 ("Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2019 and profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance 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.

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 18to 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 In view of the significance of the matter we applied following procedures:
the customers based on the arrangement with customers. The recognition and measurement of trade allowances and rebates including establishing an appropriate accrual at year end involves significant judgement and estimates particularly the expected level of claims of each of the customers leading to a risk of revenue being misstated due to faulty estimation over trade allowances and rebates. • Assessed the appropriateness of the Company's revenue recognition accounting policies those relating to trade allowances and rebates by comparing with applicable accounting standards.
• Assessed and 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 have 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 testing (including year-end cut-off testing) by selecting samples of revenue transactions recorded during the year by verifying the underlying documents which included sales invoices/contracts and shipping documents.
• We inspected on a sample basis key customer contracts to identify terms and conditions relating to goods acceptance and rebates and assessing the Company's revenue recognition policies with reference to the requirements of the applicable accounting standards.
• We tested a sample of trade spends to the supporting documentation. We compared sales performance every quarter and trade spend accruals with prior period to understand deviations and inquired further for its significant deviation.
• We assessed manual journals posted to revenue to identify unusual items and considered the adequacy of the disclosures in respect of revenue.

Taxation

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

The Key Audit Matter How the matter was addressed in our audit
The Company operates in Our audit procedures include:
a complex tax jurisdictions with various tax exemptions ideductions that may be subject to challenges and audits by tax authorities. There are open tax and transfer pricing matters under litigation with tax authorities • For uncertain tax positions we read and analysed select key correspondences with tax authorities reviewed Management's judgment regarding the eventual resolution of matters with various tax authorities assessment of third-party opinions and the use of past experience where available with the tax authorities in the respectivejurisdiction.
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 thefacts available • We used our tax specialists' expertise to assess the status of the ongoing tax litigations and judgmental tax positions in tax returns and their most likely outcome basis expertise industry outcomes and company's own past outcomes in respect of similar matters. We evaluated the adequacy offinancial statement disclosures in respect of the tax provision / adjustments and contingencies.

Carrying value of investment in subsidiaries andjoint ventures:

[Refer to Note (z) 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 aggregate Rs. 1026 crores i.e. 22% of the total assets of the Company as at 31 March 2019. The annual impairment testing of investments is considered to be a key audit matter due to the complexity of the accounting requirements and the significant judgement required in determining the assumptions to be used to estimate the recoverable amount. The recoverable amount of the investments which is based on the higher of the 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). Our audit procedures include: • We evaluated the appropriateness of the assumptions applied to key inputs such as sales value operating costs long term growth rates and discount rates which included comparing these inputs with the historical growth trends agreeing the forecast used in prior year models to its actual performance of the business and also agreed to the board ofdirectors/ management approved plans as well as our own assessments based on our knowledge of the client.
• We involved our internal valuation specialists where appropriate who review and comment on the reasonability of the methodology and approach used in the valuation carried out by the management for its carrying amount of investments ments and sensitivities.
The Key Audit Matter How the matter was addressed in our audit
We challenged management by performing our own sensitivity analysis which included assessing the effect of reasonably possible reductions ingrowth rates and forecast cash flows to evaluate the impact on the currently estimated headroom.
We evaluated the adequacy of financial statement disclosures in respect of the investment in subsidiaries and joint ventures including disclosures of key assumptions judge

 

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 Responsibility for the Standalone Financial Statements

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

In preparing the standalone financial statements management and Board of Directors areresponsible 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 management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

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

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 profession adjudgment 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 ofinternalcontrol.

• Obtain an understanding ofinternal 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 place and the operating effectiveness of such 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 financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to thedate of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder^.

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 ofthose books.

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

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards prescribed under Section 133 oftheAct.

(e) On the basis of the written representations received from the Directors as on 31March 2019 and taken on record by the Board of Directors none of the directors aredisqualified as on 31 March 2019 from being appointed as a director in terms of Section164 (2) oftheAct.

(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 Auditor'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 the explanations givento us:

• The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements -Refer Note 31 to the standaloneInd AS financial statements.

• The Company did not have any long -term contracts including derivative contractsfor which there were any material foreseeable losses.

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

• The disclosures in the standalone financial statements regarding holdings aswell as dealings in specified bank notes during the period from 8 November 2016 to 30December 2016 have not been made in these financial statements since they do not pertainto the financial year ended 31 March 2019.

(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 oftheAct. The remuneration paid to any director is notin excess of the limit laid down under Section 197 oftheAct. The Ministry of CorporateAffairs has not prescribed other details under Section 197(16) which are required to becommented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm's

Registration No: 101248W/W-100022

Sadashiv Shetty

Partner

Membership No: 048648

Mumbai

6 May 2019

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT - 31 MARCH 2019

(Referred to in our report ofeven date)

(i) ( a) The Company has maintained proper records

showing full particulars including quantitative details and situation of fixed 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 to the Standalone Ind AS financial statements are held in the name ofthe 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 of the 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 of the 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 of our examination of the records of the Company amountsdeducted/ accrued in the books of account in respect of undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-Tax Goods and Service TaxDuty of Customs Cess and other material statutory dues have been generally regularlydeposited during the year by the Company with the appropriate authorities. According tothe information and explanations given to us no undisputed amounts payable in respect ofProvident Fund Employees' State Insurance Income-Tax Goods and Service Tax Duty ofCustoms Cess and other material statutory dues were in arrears as at 31 March 2019 for aperiod 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 2019 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.

(Referred to in our report of even date)

(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.

Enclosure I to Annexure A to the Independent Auditors' Report - 31st March 2019

Name of Statute Nature of dues Forum where dispute is pending Period to which the Amount relates Amount under dispute Amount paid under protest
(Rs. in Crores) (Rs. in Crores)
The Central sales TaxActand Local SalesTax SalesTax(including interestand penalty if applicable) High Court Various years 52 2
The Central sales TaxActand Local SalesTax SalesTax {including interest and penalty if applicable) Additional Commissioner - Salestax Various years 6 1
The Central sales TaxActand Local SalesTax SalesTax {including interest and penalty if applicable) Joint commissioner - Salestax Various years 19 3
The Central sales TaxActand Local SalesTax SalesTax {including interest and penalty if applicable) Deputy Commissioner - Salestax Various years 4 1
The Central sales TaxActand Local SalesTax SalesTax {including interest and penalty if applicable) Assistant Commissioner Various years 0 0
The Central sales TaxActand Local SalesTax SalesTax {including interest and penalty if applicable) Tribunal Various years 9 1
The Central Excise Act Excise Duty {including penalty if applicable) CustomsExcise and ServiceTax Appellate Tribunal Various years 43 3
ServiceTax {Finance Act 1994) ServiceTax {including penalty if applicable) CustomsExcise and ServiceTax Appellate Tribunal 2006-2012 0 0
IncomeTaxAct 1961 IncomeTax Commissioner oflncome-tax (Appeals) AY 2010-11 toAY2015 -16 11
IncomeTaxAct 1961 Income Tax Income Tax Appellate Tribunal AY 1998 - 99 to AY 2000 - 01.AY2002 -03 1.42
IncomeTaxAct 1961 Income Tax Commissioner of lncome- tax (Appeals) AY 2010-11 toAY2013 -14 10.39

For B S R & Co. LLP

Chartered Accountants Firm's

Registration No: 101248W/W-100022

Sadashiv Shetty

Partner

Membership No: 048648

Mumbai 6 May 2019

ANNEXURE - B TO THE INDEPENDENT AUDITORS'

Rreporton the standalone financial statements ofMarico Limited for the year ended 31March 2019

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

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

Opinion

We have audited the internal financial controls with reference to financial statementsof Marico Limited ("the Company") as of31 March 2019 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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 2019 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 oflndia (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"the Act").

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) of the 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 inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

For B S R & Co. LLP

Chartered Accountants Firm's Registration No: 101248W/W-100022

Sadashiv Shetty

Partner

Membership No: 048648

Mumbai 6 May 2019