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Minda Industries Ltd.

BSE: 532539 Sector: Auto
NSE: MINDAIND ISIN Code: INE405E01023
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OPEN 855.10
PREVIOUS CLOSE 857.60
VOLUME 16196
52-Week high 984.70
52-Week low 365.05
P/E 124.73
Mkt Cap.(Rs cr) 24,580
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 855.10
CLOSE 857.60
VOLUME 16196
52-Week high 984.70
52-Week low 365.05
P/E 124.73
Mkt Cap.(Rs cr) 24,580
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Minda Industries Ltd. (MINDAIND) - Auditors Report

Company auditors report

To the Members of Minda Industries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Minda IndustriesLimited ("the Company") which comprise the standalone balance sheet as at March31 2021 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of reports of other auditors asreferred to in other matters para below the aforesaid standalone financial statementsgive the information required by the Companies Act 2013 ("Act") in the mannerso required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2021and profit and other comprehensive income changes in equity and its cash flows for theyear ended on that date.

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 obtainedand that obtained by the other auditors in terms of their reports referred to in othermatters para below is sufficient and appropriate to provide a basis for our opinion on theStandalone financial statements.

Emphasis of matter

We draw attention to note 58 to the standalone financial statements forthe year ended March 31 2021 which describes the overall accounting for and in particularbasis for restatement of the previous year by the Company's management consequent to theScheme of Amalgamation ('Scheme') for amalgamation of the Company and Harita LimitedHarita Venu Private Limited Harita Cheema Private Limited Harita Financial ServicesLimited and Harita Seating Systems Limited ("collectively referred to as transferorCompanies"). The Scheme has been approved by the concerned National Company LawTribunal ('NCLT') vide its order dated February 1 2021 & February 23 2021 withappointed date of April 1 2019

Our opinion is not modified in respect of this matter.

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.

Description of Key Audit Matters
Key Audit Matters How the matter was addressed in our audit
1. Revenue Recognition See note 2(b)(k) and 28 to the standalone financial statements Our audit procedures included:
Revenue from sale of products is recognised when control of the products being sold is transferred to the customer and when there are no longer any unfulfilled obligations. - Assessing the appropriateness of the revenue recognition accounting policies by comparing with applicable accounting standards.
The performance obligations in the contracts are fulfilled at the time of dispatch delivery or upon formal customer acceptance depending on customer terms and conditions. - Evaluating the integrity of the information and technology general control environment and testing the operating effectiveness of key IT application controls.
Revenue is measured at fair value of the consideration received or receivable after deduction of any discounts/ rebates and any taxes or duties collected on behalf of the Government such as goods and services tax etc. Customer acceptance is used to estimate the provision for price increase/decrease. - Evaluating the design and implementation of Company's key financial controls in respect of revenue recognition and tested the operating effectiveness of such controls for a sample of transactions (using random sampling). - Testing the effectiveness of such controls over revenue cut off at period-end.
Revenue is only recognised to the extent that is highly probable a significant reversal will not occur. - Testing by selecting samples (using statistical sampling) of revenue transactions recorded during the year. For such samples verified the underlying documents including customer contracts/ purchase order to identify terms and conditions relating to goods acceptance
Standards on Auditing presume that there is fraud risk with regard to revenue recognition. The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before control is transferred. . - Testing on a sample basis (selected based on specified risk-based criteria) the supporting documents for sales transactions recorded during the period closer to the year end and subsequent to the year end to determine whether revenue was recognised in the correct period.
- Performing analytical procedures on current year revenue based on trends and where appropriate conducted further enquiries and testing.
Key Audit Matters How the matter was addressed in our audit
2. Evaluation of impairment indicators in investments in subsidiaries associates and joint ventures See note 2(b)(b) and 4 to the standalone financial statements 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:
The Company carries its investments in subsidiaries associates and joint ventures at cost (net of provision) at an aggregate amount of Rs 1131.16 Crores as at March 31 2021. - Assessed the appropriateness of accounting policy for impairment of investment in subsidiaries associates and joint ventures as per relevant accounting standard.
The Company has identified the investments where indicators of impairment exists and performed an impairment assessment on those investments as at March 31 2021. The Company adjusts the carrying value of the investment for the consequential impairment loss if any based upon valuation carried out internally or by independent experts. - Evaluated the Company's assessment for identification of
The recoverable amount is considered to be the higher of the Company's assessment of the value in use and fair value less cost of disposal. These models use several key assumptions including future sales estimates margins growth rate discount rate etc. - Evaluated the design implementation of key internal financial controls with respect to impairment including determination of recoverable value and tested the operating effectiveness of such controls
We have identified the assessment of impairment in respect of investment in subsidiaries associates and joint ventures as a key audit matter since it involves significant judgement in making the above estimates and is dependent on external factors such as future market conditions and the economic environment. . - Evaluated the impairment model used by the Company. This included assessing the appropriateness of key assumptions used with particular attention to future sales estimates margins growth rate discount rate and other assumptions based on historical data our knowledge of the Company and the industry with assistance of our valuation specialist wherever considered necessary.
- Considered historical forecasting accuracy by comparing previously forecasted cash flows to actual numbers achieved.
- Performed sensitivity analysis of the key assumptions used to determine which changes to assumptions would change the outcome of impairment assessment.
- Assessed the adequacy of the disclosures relating to impairment of investment.

Other Information

The Company's management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements and ourauditors' 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 and Board of Directors' Responsibility for the StandaloneFinancial Statements

The Company's Management and Board of Directors are responsible for thematters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss 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 effectively for ensuring 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 the Management andBoard of 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 the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

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

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

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 professionaljudgment and maintain professional 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 sufficient 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 standalonefinancial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures in the standalone financialstatements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statements or ifsuch disclosures are inadequate to modify our opinion. Our conclusions are based on theaudit evidence 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 auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matters

a) The standalone financial statements include the Company's share ofnet profit of Rs. 8.50 Crores for the year ended March 31 2021 in respect of threepartnership firms whose financial statements have not been audited by us. These financialstatements have been audited by other auditors whose reports have been furnished to us bythe management and our opinion on the standalone financial statements in so far as itrelates to the amounts included in respect of these partnership firms is based solely onthe reports of the other auditors.

b) We did not audit the financial statements of Harita Limited HaritaVenu Private Limited Harita Cheema Private Limited Harita Financial Services Limited andHarita Seating Systems Limited whose financial statements reflects total assets (beforeeliminations) of Rs 306.74 Crores as at March 31 2020 and total revenues (beforeeliminations) of Rs 353.74 Crores and net cash outflows (before eliminations) amounting toRs 17.17 Crores for the previous year ended March 31 2020 included in these standalonefinancial statements consequent to its amalgamation with the Company with the appointeddate of April 1 2019 (refer note 58 to the standalone financial statements):

These financial statements were audited by other auditors as adjustedfor the accounting effects of the Scheme recorded by the Company (in particular theaccounting effects of lnd AS 103 'Business Combinations') and other consequentialadjustments which have been audited by us.

Our opinion is not modified in respect the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' 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.

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

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on March 31 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2021 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".

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

i. The Company has disclosed the impact of pending litigations as atMarch 31 2021 on its financial position in its standalone financial statements - Refernote 39 to the standalone financial statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

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

iv. The disclosures in the standalone financial statements regardingholdings as well as dealings in specified bank notes during the period from November 82016 to December 30 2016 have not been made in these standalone financial statementssince they do not pertain to the financial year ended March 31 2021.

ANNEXUREA

Annexure A referred to in our Independent Auditor's Report to theMembers of Minda Industries Limited on the standalone financial statements for the yearended March 31 2021

(Referred to in paragraph 1 under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets (property plantand equipment).

(b) The Company has a regular program of physical verification of itsfixed assets by which all fixed assets are verified in a phased manner over a period ofthree years. In accordance with this program certain fixed assets were physicallyverified during the year and no material discrepancies were noticed on such verification.In our opinion this periodicity of physical verification is reasonable having regard tothe size of the Company and the nature of its fixed assets.

(c) According to the information and explanations given to us and basedon the examination of the records the Company holds title deeds of the immovableproperties as on balance sheet date

(C) With respect to the matter to be included in the Auditors' Reportunder section 197(16):

In our opinion and according to the information and explanations givento us the remuneration paid by the company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants Firm's Registration No: 101248W/W-100022
Place: Gurugram Date: June 13 2021 Rajiv Goyal Partner Membership Number: 094549 ICAI

UDIN: 21094549AAAADD3547

except for the following:

1. In respect of freehold lands the title deeds are held in the nameof the erstwhile subsidiaries which got merged with the Company (refer note 55 tostandalone financial statements):-

Particulars Gross block as at March 31 2021 (Rs in Crores) Net block as at March 31 2021 (Rs in Crores)
Freehold land 43.09 43.09

2. In respect of freehold/ leasehold lands the title deeds are stillheld in the name of transferor Company Harita Seating Systems Limited which got mergedwith the Company (refer note 58 to standalone financial statements):-

Particulars Gross block as at March 31 2021 (Rs in Crores) Net block as at March 31 2021 (Rs in Crores)
Freehold land 23.89 23.89
Leasehold land* 41.52 38.98

* Disclosed as right of use assets in the standalone financialstatements

(ii) The inventories except goods-in-transit and stock lying withthird parties have been physically verified by the management during the year atreasonable intervals and no material discrepancies were noticed on such physicalverification. Goods-in-transit have been received/ delivered substantially subsequent toyear ended March 31 2021. For stock lying with third parties written confirmations havebeen obtained from third parties on sample basis. In our opinion the frequency of suchverification is reasonable. The Company has maintained proper records of inventory.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Act. Accordingly para 3(iii) of the Order is not applicable.

(iv) The Company has not given any loans or provided security asspecified under section 185 and 186 of the Act. In respect of investments made andguarantees provided the Company has complied with the provisions of section 185 and 186of the Act.

(v) According to the information and explanations given to us theCompany has not accepted any deposits as mentioned in the directives issued by the ReserveBank of India and the provisions of Section 73 to 76 of the Act any other relevantprovisions of the Act and the rules framed there under. Accordingly paragraph 3(v) of theOrder is not applicable to the Company

(vi) We have broadly reviewed the books of account maintained by theCompany as specified under section 148(1) of the Act for maintenance of cost records inrespect of products manufactured by the Company and are of the opinion that prima faciethe prescribed accounts and records have been made and maintained. However we have notmade a detailed examination of cost records with a view to determine whether they areaccurate or complete.

(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/ accruedin the books of account in respect of undisputed statutory dues including Provident FundEmployees' State Insurance Income-tax Sales-tax Goods and Services Tax Service taxDuty of Customs Duty of Excise Value Added Tax Cess and any other material statutorydues to the extent applicable have generally been regular in depositing undisputed dueswith the appropriate authorities.

According to the information and explanations given to us noundisputed amounts payable in respect of Provident Fund Employees' State InsuranceIncome-tax Sales-tax Value added tax Goods and Services Tax Service tax Duty ofCustoms Duty of Excise Cess and other material statutory dues to the extent applicablewere in arrears as at March 312021 for a period of more than six months from the datethey became payable except for change of land use (CLU) charges amounting to Rs.0.78Crores to Town and Country Planning Chandigarh. Also refer to note 39 (d) wherein it isexplained that on account of the uncertainty with respect to the applicability of theHon'ble Supreme Court judgement on Provident Fund matter management has not recognizedand deposited provident fund amount if any with respect to the period upto 28 February2019.

(b) According to the information and explanations given to us otherthan the amounts reported below there are no amounts in respect of Income-tax Sales-taxGoods and Services Tax and Service tax Duty of custom Value added tax and duty of excisethat have not been deposited by the Company with the appropriate authorities on account ofany dispute as at March 31 2021:

Name of the Statute Nature of the Dues Forum where dispute is pending

Period to which amount relates

Amount (Rs in Crores)#
Central Excise Act 1944 Excise Duty Deputy Commissioner

2007-08 to 2012-13

0.11
Cenvat Credit Rules 2004 Service tax Commissioner (Appeals)

2008-09

0.18
Central Excise Act1944 Excise Duty Deputy Commissioner of Central Tax

2009-10 to 2011-12

0.03
Central Excise Act1944 Excise Duty Deputy Commissioner of Central Tax

2007-08 to 2012-13

0.08
Cenvat Credit Rules 2004 Service tax CESTAT

2009-10 to 2011-12

0.02
Value added tax Value added tax Commissioner

2010-11 to 15-16

0.66
Income-tax Act 1961 Income tax Assessing officer

2002-03

0.09
Income-tax Act 1961 Income tax Income tax Appellate Tribunal

AY 2009-10

1.93
Income-tax Act 1961 Income tax CIT (A) AY 2013-14

0.03

Income-tax Act 1961 Income tax CIT (A) AY 2014-15

1.08

Income-tax Act 1961 Transfer pricing Income tax Appellate Tribunal AY 2015-16*

5.65

Income-tax Act 1961 Income tax Income tax Appellate Tribunal AY 2016-17

0.27

Income-tax Act 1961 Income tax CIT (A) AY 2016-17

0.13

Income-tax Act 1961 Income tax Assessing officer AY 2017-18

20.92

* Amount deposited under protest is Rs. 1.13 Crores.

# including interest/penalties where quantified and demanded by theauthorities.

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in repayment of loans or borrowings to anybanks. The Company did not have any outstanding debentures or dues on account of loans orborrowings to any financial institutions or government during the year. The RBI has issuedguidelines relating to 'COVID-19 Regulatory Package' dated March 27 2020 and inaccordance therewith the Company has opted for moratorium on the payment of principalinstalment of term loans falling due during the year.

(ix) In our opinion and according to the information and explanationsgiven to us the moneys raised by way of rights issue of equity shares and term loans havebeen applied for the purposes for which they were obtained.

(x) According to the information and explanations given to us nomaterial fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the year.

(xi) In our opinion and according to the information and explanationsgiven to us and based on our examination of the records of the Company the managerialremuneration has been paid or provided by the Company in accordance with provisions ofSection 197 read with Schedule V of the Act.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company all transactions with therelated parties where applicable and the details have been disclosed in the standalonefinancial statements as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us and onthe basis of 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 current year. Accordingly paragraph 3(xiv) of the Order is notapplicable.

(xv) According to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or persons connectedwith him. Accordingly paragraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company(Also refer note 58).

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rajiv Goyal
Partner
Place: Gurugram Membership Number: 094549
Date: June 13 2021 ICAI UDIN: 21094549AAAADD3547

Annexure B to the Independent Auditors' report on the standalonefinancial statements of Minda Industries Limited for the year ended March 31 2021

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 2(A)(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tostandalone financial statements of Minda Industries Limited ("the Company") asof March 312021 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchinternal financial controls were operating effectively as at March 31 2021 based on theinternal financial controls with reference to standalone financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to standalone financial statements based on our audit.We conducted 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 standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofsuch internal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the standalone financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to standalone financial statements.

Meaning of Internal Financial controls with Reference to StandaloneFinancial Statements

A company's internal financial controls with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of standalone financial statementsfor external purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to standalone financial statementsinclude those policies and procedures that (1) pertain to the maintenance of records thatin reasonable detail accurately and fairly reflect the transactions and dispositions ofthe assets of the company; (2) provide reasonable assurance that transactions are recordedas necessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Rajiv Goyal
Partner
Place: Gurugram Membership Number: 094549
Date: June 13 2021 ICAI UDIN: 21094549AAAADD3547

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