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Onward Technologies Ltd.

BSE: 517536 Sector: IT
NSE: ONWARDTEC ISIN Code: INE229A01017
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OPEN 182.20
PREVIOUS CLOSE 186.70
VOLUME 9236
52-Week high 227.90
52-Week low 48.05
P/E 23.75
Mkt Cap.(Rs cr) 301
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 182.20
CLOSE 186.70
VOLUME 9236
52-Week high 227.90
52-Week low 48.05
P/E 23.75
Mkt Cap.(Rs cr) 301
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Onward Technologies Ltd. (ONWARDTEC) - Auditors Report

Company auditors report

To the Members of Onward Technologies Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of OnwardTechnologies Limited (the "Company") which comprise the balance sheet as atMarch 31 2020 and the statement of Profit and Loss ((including Other ComprehensiveIncome) statement of changes in equity and statement of cash flows for the year thenended and notes to the standalone financial statements including a summary ofsignificant accounfing policies and other explanatory informafion.

2. In our opinion and to the best of our informafion and according to the explanafionsgiven to us the aforesaid standalone financial statements give the informafion requiredby the Companies Act 2013 (the "Act") in the manner so required and give a trueand fair view in conformity with the accounfing principles generally accepted in India ofthe state of affairs of the Company as at March 31 2020 and total comprehensive income(comprising of profit and other comprehensive income) changes in equity and its cashflows for the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Audifing (SAs) specifiedunder section 143(10) of the Act. Our responsibilifies under those Standards are furtherdescribed in the Auditor's Responsibilifies for the Audit of the standalone FinancialStatements secfion of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilifies in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Emphasis of matter

4. We draw your attention to Note 38 to the standalone financial statements whichexplains the uncertainfies and the management's assessment of financial impact onstandalone financial statements of the Company due to lockdowns and other restrictionsimposed by the Government of India and other condifions related to the outbreak ofCoronavirus (COVID-19) pandemic situafion which might impact the operafions of theCompany for which a definifive assessment in subsequent period is highly dependent uponcircumstances as they evolve. Our opinion is not modified in respect of this matter.

Key audit matters

5. 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.

Key audit matter How our audit addressed the key audit matter
Transition from the Indian Accounting Standard Ind AS 17 to Ind AS 116
Refer notes 1 (g) and 31 in the Standalone Financial Statements. Our audit procedures included the following:
• Obtain an understanding of the process followed by the management and testing of the design and operating effectiveness of key controls around accounting for leases.
Effective from April 1 2019 the Company has adopted Ind AS 116 “Leases". The Company has applied the standard retrospectively with the cumulative effect (if any) being recognised at the date of initial application in the retained earnings.
• Review of the accounting policy and options elected as a part of transition process
The application of new standard leads to recognition of right of use asset and lease Liability at the present value of the remaining lease payments discounted at the incremental borrowing rate. • Evaluating the underlying lease contracts and ensuring that relevant data was recorded correctly for representative lease samples selected for testing.
In transition to new standard management has applied following judgements and estimates • Assessing the appropriateness of the assumptions of discount rates application of single discount rate for portfolio of leases in light of the market conditions publicly available information and consistency with other assumptions made in the preparation of standalone financial statements.
• Identifying if contract conveys right to use the asset
• Assessment of lease term considering options to renew and terminate the lease
• Identification of incremental borrowing rate as discount rate • Recalculating the right of use the asset and lease liability workings for arithmetical accuracy for samples selected for testing
We have considered this to be a key audit matter as the transition to new standard is significant to our audit and the balances as on transition date as well as at balance sheet date are material to the standalone financial statements. Further implementation process requires extraction and processing of extensive data that required significant audit efforts to test the completeness and adequacy of such information.
• Reviewing key service and supply contracts enquiries with finance personnel scanning of expense ledgers and testing reconciliation with operating lease commitments to identify any arrangement or expense in the nature of lease and ensure the completeness of the information collected by the management.
• Assessing whether disclosures made in the standalone financial statement are appropriate and are in line with the requirements of Ind AS 116.
Based on the above procedures performed we did not find any significant exceptions to accounting presentation and disclosures made by the management for transition to Ind AS 116.

Assessment of Valuation of Employee Stock Options Scheme:

Refer note 1 (t) and note 37 in the Standalone Financial Our audit procedures included the following:
Statements. • Obtaining an understanding of the Employee Stock Option Scheme testing the design and operating effectiveness of the key controls around it.
The Company has an Employee Stock Option Plans that are accounted for in accordance with Ind AS 102 "Share based payments".
• Evaluation of competency and independence of management's expert through enquiry procedures
The management has engaged an independent expert who determines the value of options granted using Black and Scholes valuation model. The valuation model requires certain significant judgements like expected life of share option volatility and dividend yield etc.
• Discussing with the Management's Expert the appropriateness of significant assumptions used in the valuation and independently evaluating the appropriateness of the valuation model and the key assumptions used as input in the valuation.
Further accounting for these options also require management to estimate the expected forfeiture before vesting of options.
• Checking the adequacy of the management estimate for expected forfeiture with regard to historical accuracy
We have determined this to be a key audit matter considering the judgements involved in underlying estimates and assumptions and expense during the year is material to the standalone financial statements. • Ensuring the arithmetical accuracy of the expense accounted during the year based on fair value arrived.
• Assessing whether disclosures made in the standalone financial statements are appropriate and are in line with the requirements of Ind AS 102
Based on the above audit procedures we did not find any significant exceptions in respect of assessment of valuation of Employee Stock Options Scheme. Further disclosures made are appropriate and are in line with the requirements of Ind AS 102.
Assessment of Valuation of Investment in Preference Shares
Refer note 1 (l) note 5 and note 33 in the Standalone Financial Statements. Our audit procedures included the following:
• Obtaining an understanding of the management's investment valuation process and testing of the design and operating effectiveness of key controls around it.
As at March 31 2020 the Company has investment in preference shares of a subsidiary amounting to Rs. 988.21 lakhs which are carried at fair value through profit and loss in accordance with requirements of Ind AS 109.
• Evaluation of the competence and independence of Management's expert through enquiry procedures
This investment has been classified as Level 3 in the fair value hierarchy. Valuation has been carried out by independent valuer. • Assessing the reasonableness of valuation model and key assumptions/inputs used in the valuation such as cash flow projections market multiples terminal growth rate and discount rate through comparing it with comparable industries and market information available.
Valuation of level 3 investments is inherently subjective since these are valued using inputs other than quoted prices in an active market which are generally not observable. Key inputs used in the valuation are cash flow projections market multiples growth rate terminal rate discount rate etc. Given the inherent subjectivity in the valuation of level 3 investments overall amount of investment in standalone financial statements and the nature and extent of audit procedures involved we determined this to be a key audit matter. • Involvement of auditor's valuation expert to assess the methodologies used and reasonableness of key assumptions used by the management
• Performing sensitivity analysis on the key assumptions such as growth rate including terminal growth rate discount rate to determine whether any reasonable and foreseeable change in assumptions would lead to significant change in the fair value of investment
• Validation of the source data and testing the arithmetical accuracy of the calculation of valuation of investments.
Based on above audit procedures we consider that the management's assessment of the fair valuation of investments in preference shares is reasonable.
Assessment of the impairment to the carrying value of investment in wholly owned subsidiaries
Refer to note 1(h) and note 5 in the Standalone Financial Statements. Our audit procedures included the following:
• Obtaining an understanding of the management's
The Company has gross investments amounting to Rs 1792.84 lakhs in Onward eServices Limited and Onward Technologies GmbH which are the wholly owned subsidiaries of the Company. process around the impairment assessment including the budgeting process and valuation workings and testing the design and operating effectiveness key controls around it
During the year subsidiary companies have incurred losses and have accumulated losses as at year end which is considered as an indicator of impairment as per Ind AS 36. • Assessing the appropriateness of the methodology and the valuation model used by management to derive the value in use of investments
• Assessing the historical accuracy of the Company's forecasts by comparing the forecasts with the actual performance
Management has made evaluation of impairment risk in carrying value of investment in subsidiaries using estimated discounted cash flows (value in use) model and concluded that impairment provision made as on balance is adequate and no additional provision is required against these investments.
• Testing the mathematical accuracy of the underlying calculations and comparing the forecasts with the latest Board-approved budgets
We considered this as a key audit matter in our audit considering the significant value of the investments and management judgements involved in assessing the appropriateness of the valuation methodology estimates of future cash flows and assumptions like Weighted Average Cost of Capital (WACC) growth rate terminal value used in the valuation model. • Assessing the appropriateness of key assumptions like sales and EBITDA growth rates terminal growth rate and Weighted Average Cost of Capital (WACC) used by the Management by comparing the same with comparable industry and market information available.
We considered this as a key audit matter in our audit considering the significant value of the investments and management judgements involved in assessing the appropriateness of the valuation methodology estimates of future cash flows and assumptions like Weighted Average Cost of Capital (WACC) growth rate terminal value used in the valuation model. • Performing a sensitivity analysis over the key assumptions as mentioned above to determine whether any reasonable and foreseeable change in assumptions to assess their potential impact on impairment results and ranges of possible outcomes of the recoverable amounts.
Based on the above procedures performed we consider that management's assessment of impairment to the carrying value of investments in wholly owned subsidiaries is reasonable.

Other Information

6. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Director's report but does notinclude the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the standalonefinancial statements

7. 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 standalone financialperformance standalone changes in equity and standalone cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

8. In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so. Those Board of Directors are also responsible foroverseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the standalone financial statements

9. 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.

10. As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to standalone financial statements inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

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

11. 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.

12. 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.

13. 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 regulafion 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 suchcommunicafion.

Report on other legal and regulatory requirements

14. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-secfion (11) ofsection 143 of the Act we give in the "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

15. As required by Secfion 143(3) of the Act we report that:

a) We have sought and obtained all the informafion 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) the Statement of Changes in Equity and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Secfion 133 of the Act.

e) On the basis of the written representafions received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Secfion 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls with reference tostandalone financial statements of the Company and the operafing effectiveness of suchcontrols refer to our separate Report in "Annexure A".

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 informafion and according to the explanafions given to us:

i. The Company has disclosed the impact of pending lifigafions on its financialposifion in its standalone financial statements - Refer Note 29(a) to the standalonefinancial statements;

ii. The Company has long term contracts as at March 31 2020 for which there are nomaterial foreseeable losses. The company did not have any derivative contracts as at March31 2020.

iii. There were no amounts which were required to be transferred to the InvestorEducafion and Protecfion Fund by the Company during the year ended March 31 2020.

iv. The reporting on disclosures relafing to Specified Bank Notes is not applicable tothe Company for the year ended March 31 2020.

16. The Company has provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Neeraj Sharma
Partner
Place: Pune Membership Number : 108391
Date: May 15 2020 UDIN: 20108391AAAADE7621

 

Annexure A to Independent Auditors' Report

Referred to in paragraph 15(f) of the Independent Auditors' Report of even date to themembers of Onward Technologies Limited on the standalone financial statements for the yearended March 31 2020

Report on the Internal Financial Controls with reference to standalone financialstatements under Clause (i) of Subsection 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to standalonefinancial statements of Onward Technologies Limited (the "Company") as of March31 2020 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that 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 (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to 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.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") and the Standards onAuditing deemed to be prescribed under section 143(10) of the Act to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tostandalone financial statements was established and maintained and if such controlsoperated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofinternal financial controls with reference to standalone financial statements assessingthe risk that a material weakness exists and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemwith reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financialstatements

6. A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to standalone financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of standalone financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalonefinancial statements

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

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to standalone financial statements and suchinternal financial controls with reference to standalone financial statements wereoperating effectively as at March 31 2020 based on the internal control 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. Also referparagraph 4 of the main audit report.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Neeraj Sharma
Partner
Place: Pune Membership Number : 108391
Date: May 15 2020 UDIN: 20108391AAAADE7621

Annexure B to Independent Auditors' Report

Referred to in paragraph 14 of the Independent Auditors' Report of even date to themembers of Onward Technologies Limited on the standalone financial statements as of andfor the year ended March 31 2020

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

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of two years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) The Company does not own any immovable properties as disclosed in Note 3 onProperty plant and equipment to the Standalone financial statements. Therefore theprovisions of Clause 3(i)(c) of the said Order are not applicable to the Company.

ii. The Company is in the business of rendering services and consequently does nothold any inventory. Therefore the provisions of Clause 3(ii) of the said Order are notapplicable to the Company.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and(iii)(c) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of the loans and investments made and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

vi. The Central Government of India has not specified the maintenance of cost recordsunder sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion except for dues in respect of provident fundand Maharashtra Labour Welfare Fund the Company is generally regular in depositingundisputed statutory dues including employees' state insurance income tax cess goodsand service tax and other material statutory dues as applicable with the appropriateauthorities. Further for the period from March 1 2020 to March 31 2020 the company haspaid Goods and Service Tax and filed GSTR 3B (after the due date but) within the timelinesallowed by Central Board of Indirect Taxes and Customs under the Notification No. 31/2020dated April 3 2020 on fulfilment of conditions specified therein."

The extent of the arrears of statutory dues outstanding as at March 31 2020 for aperiod of more than six months from the date they became payable are as follows:

Name of the statute Nature of dues Amount (Rs. in lakhs) Period to which the amount relates Due date Date of Payment
The Employees' Provident Funds And Miscellaneous Provisions Act 1952 Provident fund 16.10 April 1 2019 to June 31 2019 15th day of subsequent month May 13 2020

Also refer Note 29(a) to the standalone financial statements regarding management'sassessment on certain matters relating to provident fund.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of service-tax value added tax or goods andservice tax which have not been deposited on account of any dispute. The particulars ofdues of income tax as at March 31 2020 which have not been deposited on account of adispute are as follows:

Name of the statute Nature of dues Amount (Rs. In Lakhs) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1962 Income Tax act 944.53 FY 2007-08 2008-09 and 2010-11 ITAT Mumbai
Income Tax Act 1962 Income Tax act 54.31 FY 2006-07 High Court Mumbai

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank as at the balance sheet date. Further there are nooutstanding loans or borrowings from Government nor the company has issued any debenturesas at balance sheet date.

ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

[Also refer paragraph 16 of our main audit report]

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the standalone financial statements as required underIndian Accounting Standard (Ind AS) 24 Related Party Disclosures specified under Section133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Neeraj Sharma
Partner
Place: Pune Membership Number : 108391
Date: May 15 2020 UDIN: 20108391AAAADE7621