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Optiemus Infracom Ltd.

BSE: 530135 Sector: Others
NSE: OPTIEMUS ISIN Code: INE350C01017
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VOLUME 43444
52-Week high 207.45
52-Week low 18.50
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Mkt Cap.(Rs cr) 1,150
Buy Price 0.00
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OPEN 130.00
CLOSE 127.70
VOLUME 43444
52-Week high 207.45
52-Week low 18.50
P/E
Mkt Cap.(Rs cr) 1,150
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Optiemus Infracom Ltd. (OPTIEMUS) - Auditors Report

Company auditors report

TO

THE MEMBERS OF OPTIEMUS INFRACOM LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Optiemus InfracomLimited ("the Company") which comprise the Balance Sheet as at March 31 2020the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year ended on that date and asummary of the significant accounting policies and other explanatory information(hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2020 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (ICAI) together with theindependence requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgement 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.

S. No. Key Audit Matter Auditor's response
1. Assessment of Carrying Value of Investment in Subsidiaries:- Our procedures included the following :
1. Optiemus Infracom (Singapore) Pte Ltd • To assess the key assumptions of valuation used in particular those relating to discount rates cash flow forecasts and terminal growth rates applied:
2. FineMS Electronics Private Limited - Engaged with auditors' valuation experts to determine a range of acceptable discount rates and terminal growth rates with reference to valuations of similar companies and other relevant external data. Performed sensitivity analysis by using the terminal growth rates and discount rates as provided by the auditors' valuation experts.
3. Optiemus Electronics Limited
4. Troosol Enterprises Private Limited
Assessment of Carrying Value of Investment in Associates:-
1. Teleecare Network India Private Limited
(Refer to Note 2.2.8 and 5(a) in the standalone financial statements)
The carrying value of the investment in above mentioned subsidiaries and associates are Rs. 1182.55 lakhs and Rs. 5145.16 lakhs respectively as at March 31 2020 which represents approximately 11.50% of the total assets of the Company. These investments are carried at cost less accumulated impairment losses if any. The Company reviews the carrying values of these investments at every balance sheet date and performs impairment assessment in accordance with Ind AS 36 ‘Impairment of Assets' where there is any indication of impairment to the carrying amount of investments. For the assessment of carrying value of investment in these subsidiaries and associates the Management estimates recoverable value based on discounted cash flows forecast requiring judgements in respect certain key inputs like determining an appropriate discount rate future cash flows and terminal growth rate. Changes in these assumptions could lead to an impairment to the carrying value of these investments. We have considered this to be a key audit matter as the investments balance is significant to the balance sheet and significant management judgement is involved in calculation of recoverable amount for the purpose of assessment of the appropriateness of the carrying amount. - Tested the cash flow forecasts used and assessed whether those were consistent with our understanding of the business.
• We understood the management process for assessment of carrying values of investments and also evaluated the design and tested the operating effectiveness of the Company's internal controls surrounding such assessment.
Compared the previous year cash flow forecasts made by the management to actual results to assess the historical accuracy of forecasting. Based on the above procedures performed we noted that the management's assessment of the carrying value of the investments in subsidiaries is reasonable.
2. Revenue recognition Our audit consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
Revenue recognition is significant audit risk across all units within the Company. Risk exists that revenue is recognized without substantial transfer of control and is not in accordance with Ind AS-115 "Revenue from Contracts with Customers". • We evaluated the design of internal controls relating to revenue recognition.
• We selected sample of Sales transactions and tested the operating effectiveness of the internal control relating to revenue recognition. We carried out a combination of procedures involving enquiry and observation reperformance and inspection.
• We have tested sample of Sale transactions to their respective customer contracts underlying invoices and related documents.
• We have performed cut-off procedures for sample of revenue transactions at year-end in order to conclude on whether they were recognised in accordance with Ind-AS 115.
3. Carrying value of trade receivables We evaluated management's assumption and judgement involved in estimating recoverability. We evaluated management's continuous assessment of the assumptions used in the impairment assessment which includes the historical default rates and business environment in which the entity operates. We assessed the disclosures made in the financial statements.
The Company is required to regularly assess the recoverability of its trade receivables. The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on trade receivables. The Company uses a provision matrix to determine impairment loss allowance. The provision matrix is based on its historically observed default rates over the expected life of trade receivables and is adjusted for forward looking estimates. This is a key audit matter as significant judgement is involved to establish the provision matrix.
4. Carrying value of loans and advances given Our audit consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
The Company has given loans and advances to various parties. The Company is required to regularly assess the recoverability of its loans given. • We evaluated management's assumption and judgment involved in estimating recoverability.
• We have obtained balance confirmations from parties.
• We assessed the disclosures made in the financial statements.

Emphasis Matter

1. Due to government-imposed shutdowns and due to unavailability of the clientpersonnel it was not possible for us to observe physical verification of inventory as on31st March 2020 or thereafter. However the Company has conducted physical verification ofinventory and no material discrepancy was observed. Our opinion is not modified in respectof this matter.

2. We have not received some of the balance confirmations pertaining to debtorscreditors loans and advances. We have been informed that due to government-imposedshutdowns and due to unavailability of the client personnel it was not possible for manyparties to provide balance confirmations. We have obtained reasonable assurance byperforming other audit procedures. Our opinion is not modified in respect of this matter.

3. As disclosed in note 6 due to the discontinuation of operations in relation toBlackberry Division the Company has made provision for impairment on intangible assetsi.e. Blackberry softwares and written of advances given for the development of blackberrysoftwares with their carrying amounts of Rs. 13672500 and Rs. 16115002respectively. Our opinion is not modified in respect of this matter.

4. As disclosed in note 33 the company had entered into agreement with BlackberryLimited for providing licensing and software services w.e.f. July 1 2017. Under the saidagreement the Company is required to pay a minimum guarantee royalty fee against whichthe company has received a demand of USD 4.29 million till 31st March 2020 out of whichonly USD 1.5 million paid. However the management has disputed the payment of royalty onaccount of delay in launch of Blackberry handsets due to the fault on part of Blackberryand out of USD 4.29 million USD 0.83 million has been recognized royalty expense till31st March 2020. The balance amount is under dispute and has not been recognized asexpense during the period. Our opinion is not modified in respect of this matter.

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

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information 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 during the course of our audit or otherwise appears to be materially misstated.

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

Management's Responsibility for the Standalone 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 changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgements and estimates that are reasonable and prudent; anddesign implementation 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.

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.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

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. 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.

As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional skepticism throughout the audit. We also: i. Identify and assess therisks of material misstatement of the standalone financial statements whether due tofraud or error design and perform audit procedures responsive to those risks and obtainaudit evidence that is sufficient and appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control. ii. Obtain an understanding ofinternal financial controls relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under section 143(3)(i) of the Act we are alsoresponsible for expressing our opinion on whether the Company has adequate internalfinancial controls system in place and the operating effectiveness of such controls. iii.Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management. iv. Conclude on theappropriateness of management's use of the going concern basis of accounting and based onthe audit evidence obtained whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists we are required to drawattention in our auditor's report to the related disclosures in the standalone financialstatements or if such disclosures are inadequate to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date of our auditor's report. Howeverfuture events or conditions may cause the Company to cease to continue as a going concern.v. Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 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 about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report that: a) Wehave 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 opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books. c) The Balance Sheet the Statement of Profitand Loss including Other Comprehensive Income Statement of Changes in Equity and theStatement of Cash Flow dealt with by this Report are in agreement with the relevant booksof account. d) In our opinion the aforesaid standalone financial statements comply withthe Ind AS specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. e) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164 (2) of the Act. f) With respect to the adequacy of the internal financialcontrols over financial reporting of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure A". Our reportexpresses an unmodified opinion on the adequacy and operating effectiveness of theCompany's internal financial controls over financial reporting. g) With respect to theother matters to be included in the Auditor's Report in accordance with the requirementsof section 197(16) of the Act as amended: In our opinion and to the best of ourinformation and according to the explanations given to us the remuneration paid by theCompany to its directors during the year is in accordance with the provisions of section197 of the Act. h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us: i. The Company has disclosed the impact of pending litigationson its financial position in its standalone financial statements. ii. The Company has madeprovision as required under the applicable law or accounting standards for materialforeseeable losses if any on long-term contracts including derivative contracts. iii.The Company is not required to transfer any amount to the Investor Education andProtection Fund.

2. 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 "AnnexureB" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Mukesh Raj & Co.

Chartered Accountants Firm's Reg.No: 016693N

Mukesh Goel Partner M.No. 094837 UDIN: 20094837AAAADR4035

Place: Noida (U.P.) Date: 30.07.2020

ANNEXURE "A"

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Optiemus Infracom Limited of evendate)

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 OPTIEMUSINFRACOM LIMITED ("the Company") as of March 31 2020 in conjunctionwith our audit of the standalone financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to respective company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 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 was established and maintained and if suchcontrols operated effectively in all material respects. 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 thefinancial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) Pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) Providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thefinancial statements.

Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2020 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For Mukesh Raj & Co.

Chartered Accountants Firm's Reg.No: 016693N

Mukesh Goel Partner M.No. 094837

Place: Noida (U.P.) Date: 30.07.2020

ANNEXURE "B"

ANNEXURE ‘B' TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Optiemus Infracom Limited of evendate) i. In respect of the Company's fixed assets: (a) The Company has maintainedproper records showing full particulars including quantitative details and situation offixed assets.

 

(b) The Company doesn't have a program of verification to cover all the items of fixedassets in a phased manner which in our opinion is not reasonable having regard to thesize of the Company and the nature of its assets.

(c) According to the information and explanations given to us the records examined byus and based on the examination of the conveyance deeds / registered sale deed provided tous we report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate. In respect of immovable properties of land and building that have been taken onlease and disclosed as Investment properties in the standalone financial statements thelease agreements are in the name of the Company. ii. As explained to us the inventorieswere physically verified during the year by the Management at reasonable intervals and nomaterial discrepancies were noticed on physical verification. iii. According theinformation and explanations given to us the Company has granted unsecured loans tobodies corporate covered in the register maintained under section 189 of the CompaniesAct 2013 in respect of which: (a) The terms and conditions of the grant of such loansare in our opinion prima facie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of interest has been stipulatedand repayments or receipts of principal amounts and interest have been regular as perstipulations. (c) There is no overdue amount remaining outstanding as at the year-end. iv.In our opinion and according to the information and explanations given to us the Companyhas complied with the provisions of Sections 185 and 186 of the Act in respect of grant ofloans making investments and providing guarantees and securities as applicable. v.In our opinion and according to the information and explanations given to us the Companydid not receive any deposits covered under sections 73 to 76 of the Companies Act and therules framed there under with regard to deposits accepted from the public during the year.vi. We have broadly reviewed the accounts and records maintained by the company pursuantto the companies (cost records and audit) Rules read with companies (cost records andaudit) amendment rules 2014 specified by central government under section 148 of the actand we are of the opinion that prima facie the prescribed records have been maintained.vii. According to the information and explanations given to us in respect of statutorydues: (a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income Tax Goods and Service TaxCustoms Duty Cess and other material statutory dues applicable to it with the appropriateauthorities except there have been delay in this case.

 

Professional tax amounting to R.s 102875 was in arrears as at March 31 2020 for aperiod more than six months from the date they become payable.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income Tax Goods and Service Tax Customs Duty Cess and other materialstatutory dues in arrears as at March 31 2020 for a period of more than six months fromthe date they became payable other than disclosed above.

(c) Details of dues of Income Tax Sales Tax Service Tax Excise Duty and Value AddedTax which have not been deposited as at March 31 2020 on account of dispute are givenbelow:

Disputes with Authority Financial year 31-Mar-20
Sales Tax Haryana 2010-11 1575527
Sales Tax Haryana 2013-14 2041060
Sales Tax Haryana 2014-15 509015
Sales Tax Haryana 2015-16 774600
Sales Tax Bihar 2012-13 974896
Sales Tax Bihar 2013-14 745550
Sales Tax Uttar Pradesh 2011-12 2517693
Sales Tax Uttar Pradesh 2013-14 4451143
Sales Tax West Bengal 2012-13 17831391
Sales Tax Karnataka 2011-12 3111619
Sales Tax Karnataka 2012-13 5299162
Sales Tax Karnataka 2013-14 3677850
Sales Tax Karnataka 2014-15 2315219
Sales Tax Karnataka 2014-15 290063
Sales Tax Gujarat 2013-14 4144564
Sales Tax Gujarat 2014-15 18536738
Sales Tax Tamil Nadu 2013-14 288617
Sales Tax Tamil Nadu 2014-15 1822986
Sales Tax Madhya Pradesh 2015-16 5300483
Income Tax - u/s 220(2) 2010-11 7926
Income Tax - u/s 220(2) 2011-12 86670
Income Tax - u/s 143(3) 2016-17 7994447
Income Tax - u/s 143(1a) 2017-18 31824480
TDS demands Prior years 417881
TDS demands 2019-20 204345
TDS demands (MPS) Prior years 36681

viii. Based on our audit procedures performed for the purpose of reporting the true andfair view of the standalone Ind AS financial statements and according to the informationand explanations given to us by the management the Company has not defaulted in repaymentof dues to financial institutions or banks. The Company does not have any debentureholders. ix. The Company has not raised moneys by way of initial public offer or furtherpublic offer (including

debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order isnot applicable to the Company. x. To the best of our knowledge and according to theinformation and explanations given to us no fraud by the Company or no material fraud onthe Company by its officers or employees has been noticed or reported during the year. xi.In our opinion and according to the information and explanations given to us the Companyhas paid/provided managerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act. xii. TheCompany is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order isnot applicable to the Company. xiii. In our opinion and according to the information andexplanations given to us the Company is in compliance with Section 177 and 188 of theCompanies Act 2013 where applicable for all transactions with the related parties andthe details of related party transactions have been disclosed in the standalone financialstatements as required by the applicable accounting standards. xiv. During the year theCompany has not made any preferential allotment or private placement of shares or fully orpartly paid convertible debentures and hence reporting under clause 3 (xiv) of the Orderis not applicable to the Company. xv. In our opinion and according to the information andexplanations given to us during the year the Company has not entered into any non-cashtransactions with its Directors or persons connected to its directors and hence provisionsof section 192 of the Companies Act 2013 are not applicable to the Company. xvi. TheCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly the provisions of Clause 3(xvi) of the Order are not applicable tothe Company.

For Mukesh Raj & Co.

Chartered Accountants Firm's Reg.No: 016693N

Mukesh Goel Partner M.No. 094837

Place: Noida (U.P.)

Date: 30.07.2020