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Noida Toll Bridge Company Ltd.

BSE: 532481 Sector: Infrastructure
NSE: NOIDATOLL ISIN Code: INE781B01015
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OPEN 7.30
PREVIOUS CLOSE 6.94
VOLUME 194545
52-Week high 8.49
52-Week low 2.42
P/E
Mkt Cap.(Rs cr) 142
Buy Price 7.63
Buy Qty 48705.00
Sell Price 7.63
Sell Qty 1005.00
OPEN 7.30
CLOSE 6.94
VOLUME 194545
52-Week high 8.49
52-Week low 2.42
P/E
Mkt Cap.(Rs cr) 142
Buy Price 7.63
Buy Qty 48705.00
Sell Price 7.63
Sell Qty 1005.00

Noida Toll Bridge Company Ltd. (NOIDATOLL) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR’S REPORT ON STANDALONE FINANCIAL STATEMENTS

TO THE MEMBERS OF

NOIDA TOLL BRIDGE COMPANY LIMITED

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone Ind AS financial statements of NOIDATOLL BRIDGE COMPANY LIMITED

("the Company") which comprise the Balance Sheet as at March 31 2019 theStatement of Profit and Loss (including other comprehensive income) the Cash FlowStatement and the statement of Changes in Equity for the year then ended and notes to thestandalone financial statements including a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as "thestandalone financial statements").

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

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013.Our responsibilities under those standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI’s Code ofEthics.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion on the standalone financial statements.

EMPHASIS OF MATTER

We draw attention to the following:

(a) Note No. 30 to the standalone financial statements in which pending the outcome ofthe Company’s appeal before the Hon’ble Supreme Court against the order of theHon’ble High Court of Allahabad stalling the levy and collection of toll fee basedon a legal opinion the Board has placed reliance on the provisions of the ConcessionAgreement relating to compensation and other recourses and taken a stand that theunderlying value of the intangible and other assets is not impaired.

(b) Note No 34 (iii) to the standalone financial statements which relates to incometax demands aggregating ` 10893.30 crores raised on the Company for the AssessmentYears 2006-2007 to 2014–2015 and also an equivalent amount of penalty for the saidAssessment Years together resulting in a total demand of `21786.60 crores. TheManagement of the Company is of the view that both demands are devoid of any justificationor merit and that the Company is confident of getting a favourable decision. Consequentlythe Company has not made any provision in its standalone financial statements.

Our opinion is not modified in respect of the above matters.

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. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor’s Response
1. Evaluation of uncertain tax positions Principal Audit Procedures
The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome disputes. Obtained details of completed tax assessments and demands for the year ended March 31 2019 from of these management. We also reviewed management’s stand in the Appeal Petitions filed by the Company. We discussed the management’s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. We also considered legal precedence and other rulings in evaluating management’s position on these uncertain tax positions.
Refer Notes 34(iii) and 35(ii) to the Standalone Financial Statements
2. Suspension of Toll Operations at Noida DND Toll Flyway as per the Order of the Hon’ble Supreme Court. Principal Audit Procedures We have reviewed the Concession Agreement initially entered into by the Company with Noida Authority.
On the Public Interest Litigation filed in 2012 challenging the validity of the Concession Agreement and seeking Concession Agreement to be quashed the Hon’ble Allahabad High Court followed by Hon’ble Supreme Court has directed the Company to stop collecting the user fee. Consequently collection of user fee from the toll users have been suspended since October 2016. This has resulted in a significant reduction in the revenues of the Company due to which the Company has since been running into losses. Together with the Order of Hon’ble Supreme Court dated November 2016 denying interim stay to the company from collecting user fee.
Also gone through the stand taken by the Company and the proposal of modification of the Concession Agreement which the Company has submitted with Noida Authority.
We have also reviewed the orders of the Arbitration Proceedings on the claims and counter claims filed by both the Company and Noida Authority.
We have reviewed the Order dated April 12 2019 of the Hon’ble Supreme Court directing stay on the Arbitral Proceedings.
3. Evaluation of National Company Law Tribunal (NCLT) Order: Principal Audit Procedures
IL&FS is the promoter and majority shareholder of ITNL and ITNL is the promoter of NTBCL. On October 1 2018 NCLT has passed an order under the provisions of Section 241 and 242 of the Companies Act 2013. We have reviewed the orders uploaded at the NCLT site relating to the company and have also obtained all the updates done at the stock exchange by the company in relation to the NCLT matter. The moratorium on all creditor actions continues as per the order dated October 15 2018 and the next date of hearing is yet to be notified.
Noida Toll Bridge Co Limited being a group company is also a party to it.
National Company Law Appellate Tribunal (NCLAT) passed an interim order dated October 15 2018 granting a moratorium on all creditor actions against IL&FS as well as all of its group companies.
4. Status of Outdoor Advertising Principal Audit Procedures
The Company has received demand notices from New Okhla Industrial Development Authority (Noida) amounting to Rs.845 Lakhs towards arrears of outdoor advertising on account of increase in the revenue share & license fees. Our audit approach was appraisal of arrangement / agreements and legal stand taken by the company:
We have reviewed the Advertisement Policy of Noida and the permission letter received by the company for the display of outdoor advertisement.
Correspondence between the Company and Noida was also reviewed wherein the Company has requested to keep the demand in abeyance as the matter has been referred to Arbitration.
We have also seen a copy of the NCLAT Order dated October 15 2018 wherein further moratorium has been granted to the Company against all creditors.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR’SREPORT THEREON

The Company’s Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board’s Report including Annexures to Board’s ReportBusiness Responsibility Report Corporate Governance and Shareholder’s Informationbut does not include the standalone financial statements and our auditor’s 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 during the course of our audit or otherwise appears to be materially misstated.

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

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone Ind AS financial statements that give a true and fairview of the financial position financial performance (including other comprehensiveincome) cash flows and change in the equity of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing 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 the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements the management is responsiblefor assessing the Company’s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financialreporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIALSTATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due tofraud or error and to issue an auditor’s report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

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

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

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the Company has adequate internal financial controls system in place and theoperating 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 concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor’s report to therelated disclosures in the standalone Ind AS financial statements or if such disclosuresare inadequate 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 conditionsmay cause the Company to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor’s report unless law or regulation precludes 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub section (11) ofsection 143 of the Companies Act 2013 we give in the "Annexure A" a statementon the matters specified in paragraph 3 and 4 of the Order to the extent applicable.

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

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

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

(c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome and the Cash Flow Statement and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of accounts.

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

(e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 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 the pending litigations on its financialposition in its Standalone Ind AS Financial Statements – Refer Note 35 to standaloneInd AS 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.

For N. M. Raiji & Co.

Chartered Accountants

(Firm Reg No.: 108296W)

CA. Vinay D. Balse

Partner

(Membership No. 039434)

Place : Mumbai

Date : May 24 2019

ANNEXURE "A" TO THE INDEPENDENT AUDITOR’S REPORT

THE ANNEXURE REFERRED TO IN THE INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF THECOMPANY ON THE STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31 2019

We report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As per the information and explanations given to us fixed assets have beenphysically verified by the Management at reasonable intervals and no discrepancy wasnoticed.

(c) According to the information and explanations given to us the Company does not ownany freehold immovable properties and lease / sub –lease deeds of leasehold land areregistered with Appropriate Authorities.

(ii) As per the information and explanations given to us inventories are physicallyverified during the year by the management. In our opinion the frequency of suchverification is reasonable. No material discrepancies were noticed on physicalverification.

(iii) The Company has granted loans to Companies covered in the register maintainedunder section 189 of the Companies Act 2013 (‘the Act’). a) In our opinionthe terms and conditions on which the loans have been granted to the bodies corporatelisted in the register maintained under Section 189 of the Act were not prima facieprejudicial to the interest of the Company.

b) In the case of loans granted to the bodies corporate listed in the registermaintained under section 189 of the Act the borrowers have been regular in the payment ofthe principal and interest as stipulated.

c) There are no overdue amounts in respect of the loan granted to a body corporatelisted in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provision of section 185 and 186 of the Companies Act 2013in respect of grant of loans making investments and providing guarantees and securitiesas applicable. (v) The Company has not accepted deposits during the year and does not haveany unclaimed deposits as at March 31 2019 and therefore the provisions of the clause 3(v) of the Order are not applicable to the Company.

(vi) The company is not required to maintain the cost records pursuant to the Rulesmade by the Central Government under section 148 of the Act. Thus reporting under clause3(vi) of the order is not applicable to the Company.

(vii) a) According to the information and explanations given to us and on the basis ofour examination of the books of account the Company has been generally regular indepositing undisputed statutory dues including Provident Fund Employees State InsuranceIncome-Tax Sales-Tax Service Tax Custom Duty Excise Duty Value Added Tax Cess andany other statutory dues applicable to it with the appropriate authorities during theyear.

According to the information and explanations given to us no undisputed amount ispayable as at March 31 2019 for a period of more than six months from the date theybecame payable.

b) According to the information and explanations given to us there are no dues ofIncome Tax Wealth Tax Sales Tax Services Tax Duty of Custom Duty of Excise and ValueAdded Tax and other material statutory dues which has not been deposited with theappropriate authorities on account of any dispute other than as given below:

Name of the Statute Nature of the dues Amount Period to which the amount relates Forum where dispute is pending
(in Lakhs)
Income Tax Income Tax 10181.75* AY 2007-08 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax 12973.83* AY 2008-09 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax 14190.24 AY 2009-10 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax 15109.81 AY 2010-11 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax 15865.45 AY 2011-12 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax 17588.74* AY 2012-13 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax 18936.55* AY 2013-14 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax 29156.23 AY 2014-15 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax 1089330.00 AY 2006-07 to AY 2014-15 Income Tax Appellate Tribunal Delhi
Income Tax Income Tax (Penalty) 1089330.00 AY 2006-07 to AY 2014-15 Pending before AO
Deputy Commissioner Service Tax Service Tax 31.00 FY February 2016 to March 2017 Pending before Commissioner of Central Tax (Appeals) Noida

*Net of amount paid under protest

(viii) In our opinion and according to the information and explanations given to usthe company has defaulted in repayment of dues to financial institutions and banks sinceMay 2018. The details of overdue interest and overdue principal of the Company’sborrowings are as follows: ` in Lakhs

Sr. No. Bank/Financial Institution Overdue as on 31/03/19 (*)
Interest Principal
1 ICICI Bank Limited 500.62 1000.00

(*) As per original repayment schedule. On September 27 2018 ICICI Bank Limited hassent a notice for loan recall of ` 4500 Lakhs and interest due thereon and also notice ofacceleration of the facility.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans during the year and hence reporting underclause 3 (ix) of the Order is not applicable to the Company.

(x) To the best of our knowledge and belief and according to the information andexplanations given to us no fraud by the Company or no material fraud on the Company byits officers or employees has been noticed or reported during the Year.

(xi) In our opinion and according to the information and explanations given to us andbased on our examination of records of the Company the Company has complied with therequisite provisions of the Section 197 read with Schedule V to the Companies Act 2013.It may be noted that no managerial remuneration has been paid/ provided by the company inview of losses incurred.

(xii) To the best of our knowledge and belief and according to the information andexplanations given to us the Company is not a Nidhi company. Accordingly paragraph3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe Company is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations give 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 andhence reporting under clause 3 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected to its directors and hence provisions ofsection 192 of the Companies Act 2013 are not applicable to the Company.

Accordingly clause 3 (xv) of the Order is not applicable.

(xvi) To the best of our knowledge and belief the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934.

For N. M. Raiji & Co.

Chartered Accountants

(Firm Reg No.: 108296W)

CA. Vinay D. Balse

Partner

(Membership No. 039434)

Place : Mumbai

Date : May 24 2019

ANNEXURE "B" TO THE INDEPENDENT AUDITOR’S REPORT

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION143 OF THE COMPANIES ACT 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of NoidaToll Bridge Company Limited ("the Company") as at March 31 2019 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting 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 (‘ICAI’). 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 safeguardingof its 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.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls.. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing 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 judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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 controlssystem over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany’s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For N. M. Raiji & Co.

Chartered Accountants

(Firm Reg No.: 108296W)

CA. Vinay D. Balse

Partner

(Membership No. 039434)

Place : Mumbai

Date : May 24 2019

.