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NxtDigital Ltd.

BSE: 500189 Sector: Financials
NSE: NXTDIGITAL ISIN Code: INE353A01023
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NSE 00:00 | 01 Apr 239.70 -10.50
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OPEN 245.05
PREVIOUS CLOSE 253.45
VOLUME 737
52-Week high 489.00
52-Week low 192.00
P/E
Mkt Cap.(Rs cr) 509
Buy Price 240.80
Buy Qty 3.00
Sell Price 246.00
Sell Qty 50.00
OPEN 245.05
CLOSE 253.45
VOLUME 737
52-Week high 489.00
52-Week low 192.00
P/E
Mkt Cap.(Rs cr) 509
Buy Price 240.80
Buy Qty 3.00
Sell Price 246.00
Sell Qty 50.00

NxtDigital Ltd. (NXTDIGITAL) - Auditors Report

Company auditors report

To the Members of Hinduja Ventures Limited

Report on the Audit of Standalone Financial Statements Opinion

1. We have audited the accompanying standalone financial statements of Hinduja VenturesLimited ("the Company") which comprise the Balance Sheet as at March 31 2019the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofCash Flows and the Statement of Changes in Equity for the year then ended and a summaryof significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us and based on the matter referred to in the Other Matter section below theaforesaid standalone financial statements give the information required by the CompaniesAct 2013 ("the Act") in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards prescribed under section 133 of the

Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2019 and its loss total comprehensiveloss its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us and based on the matter referred to in theOther Matter section below is sufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.

Key Audit Matters

4. 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.

Key Audit Matter Auditor's Response
A) Lease income from lease of optic fibre cable Principal Audit Procedures infrastructure
Our audit approach comprised the following:
The Company during previous year purchased the underground optic fibre cable (the assets) from one of its erstwhile subsidiary and has leased the same to a group company for a specified period for a fixed fee. Verify the certificate of registration as Infrastructure Provider - Category 1 received by Company from the Department of Telecommunication Ministry of Communications to ensure that the Company is permitted to lease optic fibre cable infrastructure.
The Company has presently classified the lease income as operating lease based on the terms of lease agreement with the lessor.
This is key audit matter due to; significant revenue from operations is from the above lease contract with a single party. Evaluating the design and implementation of the Company's process for entering in lease contracts fulfilment of the contractual obligations if any and revenue recognition.
judgement is involved in classifying the lease as an operating lease or finance lease considering the terms of agreement. the contract being unique could include significant contractual obligation that require recognition and/or disclosures in the financial statements. Please also see the disclosures regarding leasing commitments in Note 31 to the Standalone Financial Statements Assess the lease agreement between the lessee and the Company and evaluate the terms of agreement interalia lease period consideration obligation of the parties the restrictions on use of assets if any and transfer of risks and rewards at end of lease period from a lease classification perspective.
B) Fair Valuation of Investment in subsidiary carried at cost Principal Audit Procedures
The Company holds investment in a subsidiary company with a carrying value at cost amounting to R135729.56 lakh as at March 31 2019. We focussed our substantive testing procedures towards the fair valuation of the investment in subsidiary company. Our audit procedures comprise:
The Company annually assesses the fair value of the investment in subsidiary company through an independent valuer. The fair value is based under the discounted cash flows method. Discussions with management regarding the operations and nature of business of the subsidiary company.
Due to inherent uncertainty assumptions and jugdement involved in forecasting and discounting the future cash flows and determination of discount rates these are considered the key judgement areas for our audit. Understand the management's process in selecting the external valuers with the appropriate knowledge and experience and how the valuation reports are used in determining the fair values for accounting purpose.
The discounted cash flows are based on the net present value of the future cash flows to be generated by the subsidiary company. This is calculated using available empirical market data budgets to determine the forecasts of revenue and expenses and assumptions around discount rates growth rates and cash flow forecasts. Assess and evaluate the competence capabilities and objectivity of management's independent valuer discuss the scope of his work with management and review his terms of engagement to determine that there were no matters imposing scope limitations upon him.
Please also see Note 6 to the Standalone Financial Statements Analysis of historical financial statement and the basis of the estimates of future cash flows for the budgeted period based on our understanding of the current business scenario and past experience.
Compare the revenue growth rates and operating margins against historical performance to test the reasonableness of management's projections. Evaluate whether the discounted cash flow model used by management to calculate the value in use of the subsidiary company are reasonable as compared to market approach of other entities within the sector.
Involve our internal fair valuation experts to challenge the management's underlying assumptions the appropriateness of the valuation methodologies used and the reasonableness of the valuation.

Information Other than the Financial Statements and Auditor's Report Thereon

5. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Chairman's Message FinancialHighlights Board's Report and Management Discussion and Analysis Report but does notinclude the standalone financial statements and our auditor's report thereon. TheChairman's Message Financial Highlights Board's Report and Management Discussion andAnalysis Report is expected to be made available to us after the date of this auditor'sreport. 6. Our opinion on the standalone financial statements does not cover the otherinformation and will not express any form of assurance conclusion thereon.

7. In connection with our audit of the standalone financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe standalone financial statements or our knowledge obtained during the course of ouraudit or otherwise appears to be materially misstated.

8. When we read the Chairman's Statement Financial Highlights Board's Report andManagement Discussion and Analysis Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance as required under SA 720 ‘The Auditor's responsibilities Relating to OtherInformation'.

Management's Responsibility for the Standalone Financial Statements

9. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India.

10. 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 standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error. 11. In preparing the standalone financialstatements management is responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

12. The Board of Directors are also responsible for overseeing the Company's financialreporting process.

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

13. 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.

14. 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 financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa 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.

15. Materiality is the magnitude of misstatements in the standalone financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the standalone 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 standalone financialstatements.

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

17. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

18. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the standalone 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 public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matter

19. The comparative financial information of the Company for the year ended March 312018 and the related transition date opening balance sheet as at April 01 2017 includedin these Ind AS standalone financial statements have been prepared after adjustingpreviously issued standalone financial statements prepared in accordance with theCompanies (Accounting Standards) Rules 2006 (as amended) to comply with Ind AS.The previously issued standalone financial statements were audited by us whose reports forthe years ended March 31 2018 and March 31 2017 dated May 07 2018 (August 03 2018) andMay 12 2017 respectively expressed an modified opinion on those standalone financialstatements. The adjustments made to those previously issued standalone financialstatements to comply with Ind AS have been audited by us.

Our opinion on the standalone financial statements is not modified in respect of theabove matter on the comparative financial information.

Report on Other Legal and Regulatory Requirements

20. As required by Section 143 (3) of the Act based on our audit and on theconsideration of matter referred to in the Other Matter section above we report that: a)We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

b) In our 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 the Statement of Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASprescribed 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 are 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 A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting. g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended Inour opinion and to the best of our information and according to the explanations given tous the remuneration paid / provided by the Company to its directors during the year is inexcess of the limits laid down under section 197 of the Act. Details of remuneration paidin excess of the limit laid down under this section are as given below:

Period Number of managerial personnel Amount of Excess remuneration Treatment in Standalone financial statement
April 01 2018 to March 31 2019 One R 13.81 lakh The approval of the shareholders for the excess amount would be sought at the ensuing general meeting through a special resolution and hence no adjustment is required in standalone financial statements for the year ended March 31 2019

h) 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 as amended 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 on its financialposition in its standalone financial statements - Refer Note 33(A) to the standalonefinancial 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.

21. 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 B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Kalpesh J. Mehta
Partner
(Membership No. 48791)
Place : Mumbai
Date : May 9 2019

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 20(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date on the standalone accounts of HindujaVentures Limited for the year ended March 31 2019)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of HindujaVentures Limited ("the Company") as of March 31 2019 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

2. 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. 4. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the Company's internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. 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

7. 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

8. In our opinion to the best of our information and according to the explanationsgiven to us the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31 2019 based on the criteriafor internal financial control over financial reporting established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Kalpesh J. Mehta
Partner
(Membership No. 48791)
Place : Mumbai
Date : May 9 2019

Annexure "B" to the Independent Auditor's Report

(Referred to in paragraph 21 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date on the standalone accounts of HindujaVentures Limited for the year ended March 31 2019)

(i) In respect of its fixed assets:

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

b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner (once in three years) which in our opinion isreasonable having regard to the size of the Company and nature of its assets. No materialdiscrepancies were noticed on such physical verification. c) The Company does not have anyimmovable properties classified as fixed assets and hence reporting under clause (i)(c)of the Order is not applicable.

(ii) In our opinion and according to the information and explanations given to ushaving regard to the nature of verification inventory (Real estate-Land) the physical oftitle deeds and site visits by the Management are at reasonable intervals and no materialdiscrepancies were noticed verification physical (Refer Note 32 to the standalonefinancial statements).

(iii) According to the information and explanations given to us the Company hasgranted unsecured loan to a Company covered in the register maintained under section 189of the Companies Act 2013 in respect of which: a) The terms and conditions of the grantof such loan are in our opinion prima facie not prejudicial to the Company's interest.

b) The schedule of payment of interest has been stipulated and receipts of interesthave been regular as per stipulations. As regards the principal amount it is repayable ondemand; c) In view of what is stated in item (b) above the question of commenting onoverdue amounts in respect of principal amount of loan given and recovery of interestthereon does not arise.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year and hence the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framed there under are not applicable to the company.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013 in respect of Telecommunication activity. Wehave broadly reviewed the cost records maintained by the Company pursuant to the Companies(Cost Records and Audit) Rules 2014 as amended prescribed by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 and are of the opinionthat prima facie the prescribed cost records have been made and maintained. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

a) The Company has generally been regular in depositing undisputed dues includingProvident Fund Employees' State Insurance Income-tax Goods and Services Tax WealthTax Custom duty Excise duty Cess and other material statutory dues applicable to itwith the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Goods and Services Tax Wealth Tax Custom duty Excise dutyCess and other material statutory dues in arrears as at March 31 2019 for a period ofmore than six months from the date they became payable.

c) There are no dues of Goods and Services Tax Custom duty Excise duty and Cesswhich have not been deposited on account of any dispute. Details of dues towards Incometax which have not been deposited as on March 31 2019 on account of dispute are givenbelow:

Name of the Statute Nature of Dues Forum where Dispute is pending Period to which the amount relates Amount involved R ( in Lakh) Amount unpaid R ( in Lakh)
The Income Tax Act 1961 Income tax High Court of Judicature at Bombay Assessment Years 1994- 1995 1995-1996 1996 -1997 2000-2001 434.61 200.35
Commissioner of Income Tax (Appeals) Assessment Year 2014-15 2015-16 2016-17 8384.63 3897.46
Assessing Officer (A.O.) Assessment Years 2008- 2009 and 2009-2010 3182.55 42.88
Total 11900.79 4140.69

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans taken from bank and financialinstitutions. The Company has not taken loans or borrowings from government or has notissued any debentures.

(ix) In our opinion and according to the information and explanations given to usmoney raised by way of term loans have been applied by the Company during the year for thepurposes for which they were raised. The Company has not raised moneys by way of initialpublic offer or further public offer (including debt instruments). (x) To the best of ourknowledge and according to the information and explanations given to us no fraud by theCompany and no material fraud on the Company by its officers or employees has been noticedor reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in excess of the limits and approvalsprescribed under section 197 read with Schedule V to the Companies Act 2013 to thefollowing managerial personnel:

Managerial Position Excess amount of remuneration paid / provided (R) Financial year ending Treatment of the excess remuneration in the respective year financial statements Steps taken by the Company for securing refund
Managing Director 13.81 lakh 2018-2019 The approval of the shareholders for the excess amount would be sought at the ensuing general meeting at through a special resolution and hence no adjustment is required in standalone financial statements for the year ended March 31 2019 The approval of the shareholders for the excess amount would be sought the ensuing general meeting through a special resolution

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable. (xiii) In our opinion and according to the information andexplanations given to us the Company is in compliance with Section 188 and 177 of theCompanies Act 2013 where applicable for all transactions with the related parties andthe details of related party transactions have been disclosed in the financial statementsas required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with them and hence provisions of section 192 of theCompanies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 (Refer Note 44 to the standalone financial statements).

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Kalpesh J. Mehta
Partner
(Membership No. 48791)
Place : Mumbai
Date : May 9 2019