You are here » Home » Companies » Company Overview » Onelife Capital Advisors Ltd

Onelife Capital Advisors Ltd.

BSE: 533632 Sector: Financials
NSE: ONELIFECAP ISIN Code: INE912L01015
BSE 00:00 | 31 Jul 5.25 0
(0.00%)
OPEN

5.49

HIGH

5.49

LOW

5.25

NSE 15:32 | 04 Aug 5.50 0.20
(3.77%)
OPEN

5.50

HIGH

5.55

LOW

5.40

OPEN 5.49
PREVIOUS CLOSE 5.25
VOLUME 220
52-Week high 8.79
52-Week low 4.54
P/E 175.00
Mkt Cap.(Rs cr) 7
Buy Price 5.25
Buy Qty 200.00
Sell Price 5.76
Sell Qty 176.00
OPEN 5.49
CLOSE 5.25
VOLUME 220
52-Week high 8.79
52-Week low 4.54
P/E 175.00
Mkt Cap.(Rs cr) 7
Buy Price 5.25
Buy Qty 200.00
Sell Price 5.76
Sell Qty 176.00

Onelife Capital Advisors Ltd. (ONELIFECAP) - Auditors Report

Company auditors report

To the Members of Onelife Capital Advisors Limited

Report on the Audit of the Standalone Financial Statements

This Report is issued in supersession of our earlier report dated May 29 2019 on thestandalone financial statements for the year ended March 31 2019 to the extent of matterstated in Emphasis of Matters paragraph below.

Opinion

We have audited the accompanying standalone financial statements of Onelife CapitalAdvisors Limited (“the Company”) which comprise the Balance Sheet as at March31 2019 the Statement of Profit and Loss (including Other Comprehensive income /(loss)) the Statement of Changes in Equity and the Statement of Cash Flows for the yearended on that date and notes to the standalone financial statements including a summaryof significant accounting policies and other explanatory information (hereinafter referredto as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of reports of the other auditors on separatefinancial statements including restated financial statements of subsidiaries which areamalgamated as were audited by the other auditors the aforesaid standalone financialstatements give the information required by the Companies Act 2013 (“the Act”)in the manner so required and give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended (“Ind AS”) and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2019 the profit and total comprehensive income changes in equity and itscash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified undersection 143(10) of the Companies Act 2013. Our responsibilities under those Standards 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 (ICAI) 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 ICAI’s Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters a We draw attention to Note No. 42 to the standalone financialstatements regarding standalone financial statements for the year ended March 31 2019which were earlier approved by the Board of Directors in its meeting held on May 29 2019and are now restated by the Company to give effect to the Scheme of Amalgamation. Theaccompanying standalone financial statements have been prepared by the Company consequentto amalgamation of Onelife Gas Energy & Infrastructure Limited Goodyield Fertilisersand Pesticides Private Limited Leadline Software and Trading Private Limited OnelifeEcopower & Engineering Limited Goodyield Farming Limited and Purple India HoldingsLimited wholly owned subsidiaries of the Company (collectively referred to as"amalgamated subsidiaries") with the Company pursuant to the Scheme ofAmalgamation approved by the Hon'ble National Company Law Tribunal Mumbai Bench videorder dated July 18 2019 more fully described therein with an appointed date of April 12018. We also draw attention to Note 43 to the standalone financial statements regardingrestatement of financial statements of two subsidiaries Goodyield Fertilisers andPesticides Private Limited and Goodyield Farming Limited for the year ended March 31 2019to give effect to prior period error. We further report that our audit procedures on thesubsequent events in so far as those relate to the updation of the standalone financialstatements (as amended) are restricted solely to the matters related to the Scheme ofAmalgamation and the restatement of financial statement by the aforesaid subsidiaries andno effect has been given for any other events if any occurring after May 29 2019 (beingthe date on which standalone financial statements were earlier approved by the Board ofDirectors of the Company and reported upon by us in our report of that date). b Thefinancial statements of wholly owned subsidiaries of the Company for the year ended March31 2019 which have now been amalgamated as per the Scheme of Amalgamation approved byorder dated July 18 2019 of NCLT reflect the total assets total net assets totalrevenue and net cash flows of

Name of the Subsidiary Auditor's Report Dated Total Assets Total Net Assets Total Revenues Net Cash Inflow
Onelife Gas Energy & Infrastructure Limited 29-05-2019 6040.55 5773.92 2.25 -
Goodyield Fertilisers and Pesticides Private Limited 29-05-2019 on restated - 16.10.2019 3916.08 148.57 - 34.55
Leadline Software and Trading Private Limited 29-05-2019 4492.64 560.34 7.72 0.14
Onelife Ecopower & Engineering Limited 29-05-2019 1771.98 (12.94) - (0.29)
Goodyield Farming Limited 29-05-2019 on restated - 16.10.2019 3798.81 668.68 - (0.19)
Purple India Holdings Limited 29-05-2019 3238.60 (24.89) 0.10 (0.09)
Total 23258.66 7113.68 10.07 34.12

included in these standalone financial statements used for the purpose of givingeffect of the implementation of Scheme of Amalgamation prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 (as amended) audited by the otherauditors whose reports for the year ended March 31 2019 expressed unmodified opinion onthe financial statements of the aforesaid subsidiaries which have been furnished to us.Our opinion in so far as it relates to the amounts and disclosures as included in respectof such companies is based solely on the reports of such other auditors.

Our opinion on the standalone financial statements is not modified in respect of theabove 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. In addition to the matters described in the Emphasis ofMatter section we have determined the matters described below to be the key audit mattersto be communicated in our report. For each matter below the description of how our auditaddressed the matter is provided in the above context.

Sr. No. Key Audit Matter description How the scope of our audit responded the key audit matter
1 Evaluation of Provision and Contingent Liabilities As at the Balance Sheet date the Company has significant open litigation and other contingent liabilities as disclosed in Note No. 29. The assessment of the existence of the present legal or constructive obligation analysis of the probability or possibility of the related payment require the management to make judgement and estimates in relation to the issues of each matter. We have reviewed and held discussions with the management to understand their processes to identify new possible obligations and changes in existing obligations for compliance with the requirements of Ind AS 37 on Provisions Contingent Liabilities and Contingent Assets.
The management with the help of opinion and advise of its experts have made such judgements and estimates relating to the likelihood of an obligation arising and whether there is a need to recognize a provision or disclose a contingent liability. We have also discussed with the management significant changes from prior periods and obtained a detailed understanding of these items and assumptions applied. We have held regular meetings with the management and key legal personnel responsible for handling legal matters.
In addition we have reviewed:
Due to the level of judgement relating to recognition valuation and presentation of provision and contingent liabilities this is considered to be a key audit matter. • the details of the proceedings before the relevant authorities including communication from the advocates / experts;
• legal advises / opinions obtained by the management if any from experts in the field of law on the legal cases;
• status of each of the material matters as on the date of the balance sheet.
We have assessed the appropriateness of provisioning based on assumptions made by the management and presentation of the significant contingent liabilities in the standalone financial statements.
2 Assessment of carrying value of equity investments in subsidiaries As disclosed in Note No. 6 of the standalone financial statements the Company has investments in various subsidiaries of Rs. 1925.00 Lakhs. The said investments are carried at cost less allowance for impairment if any. The Company has also given advances for acquisition of strategic investments / business of Rs. 1141.40 Lakhs as disclosed in Note No. 7. Our audit procedures included the following:
• We assessed that the methodology used by management to estimate the recoverable value of each investment in subsidiary is consistent with Ind AS.
• We compared of the carrying values of the Company’s investment in subsidiaries with their respective net asset values (based on the respective subsidiaries audited financial statements) and discussions with management about their performance and future outlook.
The Management reviews regularly whether there are any indicators of impairment of the said investments by reference to the requirements under Ind AS 36. • Evaluating the methodologies used by the Company in projections used for valuations in particular those relating to the cash flows. We also evaluated the business plans incorporated in the projections.
The Management carries out impairment assessment for each investment by:
• Comparing the carrying value of each investment with the net worth of each company based on audited financials.
• Comparing the performance of the investee companies with projections used for valuations and approved business plans. • We read and assessed the presentation and disclosure in the standalone financial statements.
The accounting for investment is a key audit matter as the impairment assessment and determination of the recoverable value involves significant management judgment and assumptions.

Information Other than the Standalone Financial Statements and Auditor’s Reportthereon

The Company’s Board of Directors is responsible for the other information. Theother information comprises the information included in the annual report but does notinclude the standalone financial statements and our auditor’s report thereon. Theannual report is expected to be made available to us after the date of this auditor'sreport. Our opinion on the standalone financial statements does not cover the otherinformation and we will 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 identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. When we read the annual report if we conclude that there is amaterial misstatement therein we will communicate the matter to those charged withgovernance.

Management's Responsibility for the Standalone Financial Statements

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 totalcomprehensive income/(loss) changes in equity and cash flows of the Company in accordancewith the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act andother accounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors isresponsible for assessing the Company’s ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

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

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

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof 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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness 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 financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor’s report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

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

• We are responsible for the direction supervision and performance of the auditof financial information of such entities included in the standalone financial statementsof which we are the independent auditors. For the other entities amalgamated with theCompany included in the standalone financial statements which have been audited by otherauditors such other auditors remain responsible for the direction supervision andperformance of the audits carried out by them. We remain solely responsible for our auditopinion. Our responsibilities in this regard are further described in paragraph (b) of the‘Emphasis of Matters’ paragraph in this audit report.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We believe that the audit evidence obtained by us along with the consideration of auditreports of the other auditors referred to in paragraph (b) of the ‘Emphasis ofMatters’ paragraph above is sufficient and appropriate to provide a basis for ouraudit opinion on the standalone 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 financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor’s report unless law or regulation precludes public disclosure aboutthe matter or when in extremely rare circumstances we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.

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 paragraphs 3 and 4 of the Order to the extent applicable.

2A As required by Section 143(3) of the Act based on our audit and on theconsideration of report of the other auditors on separate financial statements and theother financial information of amalgamated subsidiaries as noted in the ‘emphasis ofmatters’ paragraph we report to the extent applicable 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 and records of theCompany and in respect of amalgamated subsidiaries the reports of the other auditors.

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

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards prescribed under Section 133 of the Act read with relevant rulesissued there under.

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’. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company’s internal financial controlsover financial reporting.

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 as amended inour opinion and to the best of our information and according to the explanations given tous and based on the consideration of the reports of the other auditors on separatefinancial statements as also the other financial information of the amalgamatedsubsidiaries as noted in the ‘Emphasis of Matters’ paragraph:

i. The Company has disclosed the impact of pending litigations as at March 31 2019 onits financial position in its standalone financial statements Refer Note No. 29 to thestandalone financial statements;

ii. The Company did not have any long term contracts including derivatives contractsfor which there were any material foreseeable losses - Refer Note No. 38(a) to thestandalone financial statements; and

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

iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from 8 November 2016 to 30 December2016 have not been made in these standalone financial statements since they do not pertainto the financial year ended March 31 2019. B With respect to the other matters to beincluded in the Auditor’s Report in accordance with the requirements of section197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No.: - 105049W

S. S. SHAH

Partner

Membership No. 033632

UDIN: 19033632AAAACD8394

Place: - Mumbai

Date : - November 15 2019

Annexure “A” to the Independent Auditors’ Report

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements’ section of our report to the Members of Onelife Capital AdvisorsLimited of even date)

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

b The fixed assets were physically verified during the year by the Management inaccordance with a regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.

c According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company owns no immovable properties andhence reporting under paragraph 3(i)(c) of the said Order is not applicable.

ii The Company’s nature of operations does not require it to hold inventories.Accordingly paragraph 3(ii) of the Order is not applicable to the Company.

iii According to information and explanations given to us the Company has grantedunsecured loans to five companies (of which two are subsidiary companies) covered in theregister maintained under Section 189 of the Act. The Company has not granted any secured/ unsecured loans to firms LLPs or other parties covered in the register maintained underSection 189 of the Act.

a In respect of the aforesaid loans the terms and conditions under which such loanswere granted are prima facie not prejudicial to the Company’s interest.

b The repayment terms are not stipulated as the loans are repayable on demand and theparties are regular in payment of interest where applicable. There are no amount which isoverdue for more than ninety days.

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 Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

v According to the information and explanations given to us the Company has notaccepted any deposits during the year from the public within the meaning of sections 73 to76 of the Act or any other provisions of the Act and the rules framed there under.

vi According to information and explanations given to us maintenance of cost recordsas prescribed by the Central Government under sub section (1) of section 148 of the Act isnot applicable as the Company has not done any activity prescribed under the said section.

vii (a) According to the information and explanations given to us and records examinedby us the Company is generally regular in depositing undisputed statutory dues includingProvident Fund Employees’ State Insurance Income-tax Goods and Service tax dutyof customs Cess and any other material statutory dues as applicable to it with theappropriate authorities.

(b) According to information and explanations given to us there were no undisputedamounts payable in respect of Provident Fund Employees’ State Insurance Income TaxGoods and Service Tax duty of Customs Cess and other material statutory dues in arrearsas at March 31 2019 for a period of more than six months from the date they becamepayable.

(c) According to the information and explanations given to us and the records of theCompany the dues of Income tax Sales tax Service tax Goods and Service tax duty ofCustoms duty of Excise Value added tax which have not been deposited on account of anydispute amount involved and the forum where dispute is pending are as under:

Name of the Statute Nature o the Dues Amount Involved * Amount Paid Under Protest Period to which the amount relates Forum where Dispute is pending
Service Tax 163.34 Financial Year 2011-12
Finance Act 1994 (Service Tax) (Cenvat Credit) 8.58 86.25 Financial Year 2014-15 Central Board of Indirect Taxes & Customs Appellate Tribunal (West Zone Branch) Mumbai.
Service Tax (Penalty) 163.34 Financial Year 2011-12
0.86 Financial Year 2014-15
Income Tax Act 1961 Income Tax 652.14 - AY 2012-13 Commissioner of Income Tax (Appeals)

* Interest amount at applicable rate is not quantified and not included above.

viii According to the information and explanations given to us and records examined byus as at balance sheet date the Company has not defaulted in the repayment of loans orborrowings to financial institutions and there are no loans or borrowings from bank orGovernment and the Company has not issued any debentures.

ix The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments) during the year. In our opinion and according to theinformation and explanations given to us the term loans have been applied for the purposefor which they were raised.

x During the course of our examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India and accordingto the information and explanations given to us we have neither come across any instanceof material fraud by the Company or on the Company by its officers or employees noticedor reported during the year nor have we been informed of any such case by the management.

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

xii In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the said Order is notapplicable to the Company.

xiii According to the information and explanations given to us and based on ourexamination of the records of the Company Company’s transactions with its relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable Ind As.

xiv According to information and explanations given to us and based on our examinationof the records of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year andhence paragraph 3(xiv) of the said Order is not applicable to the Company.

xv According to the information and explanations given to us and based on ourexamination of the records of the company the Company has not entered into non-cashtransactions for acquisition of assets for consideration other than cash referred to insection 192 of the Act with its directors or persons connected with them. xvi In ouropinion and according to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No.: - 105049W

S. S. SHAH

Partner

Membership No. 033632

UDIN: 19033632AAAACD8394

Place: - Mumbai

Date : - November 15 2019

Annexure “B” to the Independent Auditors’ Report

(Referred to in paragraph 2A(f) under ‘Report on Other Legal and RegulatoryRequirements’ section of our report to the Members of Onelife Capital AdvisorsLimited of even date)

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’)

We have audited the internal financial controls over financial reporting of ONELIFECAPITAL ADVISORS LIMITED (“the Company”) as of March 31 2019 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat 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 Control 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 the Company’s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor’s 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") issued by the Institute of Chartered Accountants of India("ICAI") and the Standards on Auditing as specified under Section 143 (10) ofthe Act to the extent applicable to an audit of internal financial controls. 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 over financial reporting were established and maintained and if suchcontrols operated effectively 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 and evidence obtained by the otherauditors of amalgamated subsidiaries in terms of their reports referred to in the OtherMatters paragraph below is sufficient and appropriate to provide a basis for our auditopinion on the Company’s internal financial controls system 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 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 the generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company’s assets that could have a material effect on thefinancial 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 in all material respects an adequate internal financial controls withreference to their financial statements and such internal financial controls wereoperating effectively as at March 31 2019 based on the internal controls over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No.: - 105049W

S. S. SHAH

Partner

Membership No. 033632

UDIN: 19033632AAAACD8394

Place: - Mumbai

Date : - November 15 2019