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Opto Circuits (India) Ltd.

BSE: 532391 Sector: Health care
NSE: OPTOCIRCUI ISIN Code: INE808B01016
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VOLUME 234404
52-Week high 19.85
52-Week low 1.45
P/E 14.48
Mkt Cap.(Rs cr) 226
Buy Price 7.51
Buy Qty 900.00
Sell Price 7.53
Sell Qty 4510.00
OPEN 7.72
CLOSE 7.73
VOLUME 234404
52-Week high 19.85
52-Week low 1.45
P/E 14.48
Mkt Cap.(Rs cr) 226
Buy Price 7.51
Buy Qty 900.00
Sell Price 7.53
Sell Qty 4510.00

Opto Circuits (India) Ltd. (OPTOCIRCUI) - Auditors Report

Company auditors report

To

The Members Of Opto Circuits (India) Ltd

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

QUALIFIED OPINION

We have audited thestandalone financial statements of Opto Circuits (India) LtdftheCompany") which comprise the balance sheet as at 31st March 2019 and the statementof Profit and Loss (including Other Comprehensive income) the statement of changes inequity and statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation (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 subject to thematters discussed in Basis for Qualified Opinion paragraph below the consequentialimpact if any whereof is not quantifiable give a true and fair view in conformity withthe accounting principles generally accepted in India of the state of affairs of theCompany as at March 31st 2019 and profit ( including other comprehensive income)changes in equityand its cash flows for the year ended on that date.

BASIS FOR QUALIFIED OPINION We draw your attention:

a. Regarding the trade receivables amounting to Rs.23453.26 Lakhs (includesreceivables Rs.22358.18 Lakhs more than 36 months). Trade payables amounting toRs.5232.21 Lakhs (includes payables Rs.3191.13 Lakhs more than 36 months) there are noconfirmation of balances available supporting the outstanding receivables and payables.Although receivables of Rs.22358.18Lakhs and payables of Rs.3191.13 Lakhs over 36 monthsthe provisioning/write off of such debts and write back of liabilities could not beascertained.

b. The Company holds investments in its Subsidiary Opto Cardiac Care Limited amountingto *Rs* 20005.50 Lakhs and advances amounting to *Rs* 55436.62 Lakhs and has not beenascertained the impairment loss of investments and advances in subsidiary which hasreported a consolidated negative net worth of *Rs* 3051.09 Lakhs as on 31.3.2019 asagainst the carrying amount of *Rs* 75442.12 Lakhs and has not provided for suchimpairment loss.

c. The Company has the following short-term borrowings from the banks as on the date ofbalance sheet:

Name of the bank Facility Amount (in Lakhs)
Bank of Nova Scotia Ltd Working Capital 11890.92
HDFC Bank ltd Working Capital/ Term Loan 5767.60
State Bank of India Working Capital 16603.78
Yes Bank Ltd Working Capital 3043.47
Total 37305.77

(i) Banks have classified these liabilities as NPA/ Irregular Advances and as such notcharging the interest accordingly finance cost/interest is not provided for

(ii) The Bank of Nova Scotia Ltd and HDFC Bank Ltd have filed winding up petition inthe Hon'ble High Court of Karnataka against the company for which no provision ofinterest is made in the financial statements as these Banks have categorized therespective borrowings as NPA. Management is negotiating for One Time Settlement(OTS)/Compromise Settlement form State Bank of India Bank of Nova Scotia Ltd and HDFCBank Ltd.

(iii) State Bank of India has issued notice under SARFAESI ACT on the factory buildingand current assets of the company. State Bank of India has taken symbolic possession ofthe property at 83 Electronic City Phase-1 Hosur Road Bangalore and has put up noticefor auctioning of the property the management is negotiating for One Time Settlement(OTS)/ Compromise settlement and paid advance amount of Rs. 745 Lakhs paid during the year

and Rs 505 Lakhs paid earlier years against OTS/Comprise Settlement.

d. In view of the IND AS 36 Impairment of Assets the management of the company has todemonstrate how the Intangible Asset will generate the probable future economic benefitsalso has to allocate the resources to complete use and obtain the benefit form theIntangible Asset. As the company's Management has not allocated any resources to completeuse and obtain the benefit from the Intangible Asset. As the company's Management has notallocated any resource allocations/commitments during the year and in the absence ofproviding the report containing the future economic benefits we are unable to comment onthe carrying value of Rs.15710.43 /- Lakhs of such Intangible asset.

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder

section 143(10) of the Act. Our responsibilities under those SAs are further describedin the Auditor's Responsibilities for the Audit of the Standalone Financial Statementssection of our

report. We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

Key audit matters ('KAM') are those matters that in our professionaljudgment were ofmost significance in our audit of the standalone financial statements of the currentperiod. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Sr.No. Key Audit Matter How our audit addressed the key audit matter
1 Accuracy of recognition measurement presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from contracts with customers" (new revenue accounting standard )

The application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognised over a period.

2 Evaluation of uncertain litigations

The Group has material uncertain tax positions including matters under dispute which involves significantjudgement to determine the possible outcome of these disputes.

Our audit procedure on adoption of Ind AS 115 Revenue from contracts with customers ( Ind AS 115 ) which is the new revenue accounting standard include-

• Evaluated the design implementation of

the process and internal controls relating to implementation of the new revenue accounting;

• Selected a sample of transactions and tested the operating effectiveness of the internal control relating to identification of

the distinct performance obligations and determination of transaction price.

• The Company's major operation is exporting of goods. Recognition of revenue from export of goods has been verified with respect to the performance obligations as set forth in company's revenue recognition policy..

Obtained details of completed tax assessments and demands for the year ended March 31 2019 from management. We involved our internal experts to challenge the management's underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions.

Other Information

The company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the company'sannual report but does not include the standalone financial statements and our auditorsreport 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 thisregard.

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 judgments 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 for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or

has no realistic 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 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.

A further description of our responsibilities for the audit of the standalone financialstatements is included in "Annexure - A" of this Auditor's Report. Thisdescription forms part of our Auditor's Report.

Emphasis of Matter

1. As reported in previous year Company along with its step-down subsidiary (CardiacScience Corporation) had borrowed funds from DBS Bank Ltd. In the year 2014-15 the saidloan was restructured and as a part of the said process *Rs* 12678.41 Lakhs borrowed bythe company was also restructured. As per the terms of the agreement with DBS Bank Ltdupon default by step down subsidiary (Cardiac Science Corporation) the bank exercisedtheir rights and assigned the debts to a third party and exercised proxy voting rights totake management control of the company. As a result of this loan borrowed by the companyto the tune of Rs.12678.41 Lakhs stand extinguished. DBS Bank has objected to the standbythe company.

The Company has raised objections to the stand taken by DBS Bank and filed an original

suit before the jurisdictional Civil Court. The suit is pending before courts.

The Company also made a claim of USD160.82 Million against DBS Bank Ltd vide its letterdated 24th January 2017 and this claim is part of the above petition filed before theHon'ble Court and DRT-Bangalore recovery proceedings.

2. With respect to debt with Standard Chartered Bank Ltd the company has made andagreed for negotiated settlement with the Standard Chartered Bank for Rs.6200 Lakhs. The

company has paid during the year only Rs 210 Lakhs as against the Repayment of Rs 1100Lakhs due as per repayment schedule.

3. The Bank of Nova Scotia Ltd and HDFC Bank Ltd have filed winding up petition in theHon'ble High Court of Karnataka against the companywinding up order was passed by the HighCourt. The company has filed recall of winding up order and the Honourable High Court ofKarnataka has stayed action by the official Liquidator hence the matter is sub - Judice.

4. During the year due to loss of controlling in subsidiaries Devon Innovations PrivateLimited and Ormed Medical Technology Limited the investment in these subsidiaries weresubsequently dis invested by way of sale of shares amounting to *Rs* 312.50 lakhs and *Rs*85.01 lakhs respectively. Further during the year investment in Advanced Micronic DevicesLimited was subsequently dis invested amounting to *Rs* 524.61 lakhs.

Our opinion is not modified in respect of the

above said matters.

Report on Other Legal and Regulatory

Requirements

1. As required by the Companies [Auditor's Report] Order 2016 ("the Order")issued by the Central Government of India in terms of Sec.l43(ll) of the Act we give inthe "Annexure - B" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

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

report that:

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

b) In our opinion except for the intermediate effects of the matters described in thebasis for qualified opinion paragraph proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit

and Loss including Other Comprehensive Income the Statement of Changes in Equity andthe Statement of Cash Flow dealt with by this Report are in agreement with the relevantbooks of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31st 2019 taken on record by the Board of Directors none of the directors isdisqualified as on March 31st 2019 from being appointed as a director in terms of Section164 (2) of the Act.

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 C". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(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.

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31st Marcn 2019 onits financial position in its standalone financial statements - Refer Note No 30to thestandalone financial statements.

ii. The Company is not required to make provision as at 31st March 2019 as requiredunder the applicable law or accounting standards for material foreseeable losses if anyon long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended 31st March2019.

For B V SWAMI & Co

Chartered Accountants

A. Amaranath

Partner

Membership No : 213629

Firm Reg No : 009151S

Place: Bengaluru

Date : 28th May 2019

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 to

provide 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 in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Act we are also responsible forexpressing our opinion on whether the Company has adequate internal financial controlssystem in place 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 basis of accounting and based on the auditevidence obtained whether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Company's ability to continue as a going concern.If we conclude that a material uncertainty exists we are required to draw attention inour auditor's report to the related disclosures in the standalone financial statements orif such disclosures are inadequate to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor's report. However future eventsor conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and Eg content of the standalonefinancial statements O

including the disclosures and whether the —i

standalone financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

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.

We also from the matters communicated with those charged with governance determinethose matters that were of most significance in the audit of the standalone financialstatements of the current period and are therefore the key audit matters. We describethese matters in our Auditor's Report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine thata mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

ANNEXURE'BTOTHEINDEPENDENT AUDITOR'S REPORT

With reference to the Annexure B referred to in the Independent Auditors Report to themembers of the company on the standalone financial statements

for the year ended 31 March 2019 we report the following:

i. In respect of the Company's fixed assets:

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

(b) The Company has a program of verification to cover all the items of tangible fixedassets in

a phased manner which in our opinion this periodicity of physical verificationsreasonable having regard to the size of the Company and the nature of its assets.According to the information and explanations given to us no material discrepancies werenoticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the title deeds of immovable propertiesincluded in fixed assets are held in the name of the company.

ii. The physical verification of inventory has

been conducted at periodical intervals by the management but not effectively conductedduring the year. As certified by the management the discrepancies noted on physicalverification of inventory as compared to book records were not material. However werecommend the management to conduct the physical verification of Inventories on quarterlybasis and maintain proper records commensurate to the nature and size of the business.

iii. a. Subject to the qualification in the audit

report and as per the explanations given to us the company has granted loans to theparties covered in the register maintained under section 189 on the Companies Act 2013.

b. In respect of the aforesaid the company has given loans and advances to itssubsidiaries aggregating to *Rs* 78692.96 Lakhs for which no interest is collected formthe loans granted to its subsidiaries during the year.

c. In respect of aforesaid loans there is no

stipulation has been made for the recovery of the loans. Hence we 're not in aposition to make any specific comments on this.

iv. In our opinion and according to the information and explanations given to us theCompany has not complied with the provisions of Section 185 and 186 of the Companies Act2013 in respect of the loans and investment made and guarantees and security providedbyit.

v. The company has not accepted any deposits from the public within the meaning of thedirectives issued by the Reserve Bank of India provisions of section 73 to 76 of the Actany other relevant provisions of the Act and the relevant rules framed there under.

vi. Reporting under clause 3(vi) of the order is not applicable as the company'sbusiness activities are not covered by the companies (cost records and audit) rule 2014.

vii. In respect of Statutory dues

a. According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues in respect of provident fund professional tax Goods andService tax and TDS though there has been a slight delay in a few cases with theappropriate authorities. In no case the remittance was beyond six months

b. According to the records of the company examined by us and according to theinformation and explanations given to us all statutory dues of Income tax or GST or Dutyof Customs or Duty of excise as applicable have been deposited on time or with marginaldelays except for the following.

Name of the statute Particualrs Amount (in *Rs* Crores) Period to which it relates Forum where dispute

is pending

Income Tax Act Demand raised by IT U/S 154 6.36 AY 2007-08 CIT (Appeals)
Income Tax Act Penalty u/s 271G 2.04 AY 2007-08 CIT (Appeals)
Income Tax Act Penalty u/s 221 4.50 AY 2013-14 CIT (Appeals)
Income Tax Act Scrutiny Assessment 143(3) 3.65 AY 2011-12 ITAT
Income Tax Act Scrutiny Assessment 143(3) 1.00 AY 2012-13 ITAT
Income Tax Act Scrutiny Assessment 143(3) 66.62 AY 2013-14 ITAT
Income Tax Act Dividend Tax 17.57 AY 2010-11 High Court writ appeal
Income Tax Act Dividend Tax 18.00 AY 2011-12 High Court writ appeal
Income Tax Act Dividend Tax 13.80 AY 2012-13 High Court writ appeal

viii. According to the records of the Company examined by us and the information andexplanations given to us except for short term borrowings for working capital as shownbelow the Company has not defaulted in repayment of loans or borrowings to any financialinstitution or bank or Government as at the balance sheet date.

Name of the Bank Facility Amount (in Lakhs)
Bank of Nova Scotia Ltd Working Capital 11890.92
HDFC bank Ltd Working Capital/ Term Loan 5767.60
State Bank of India Working Capital 16603.78
Yes Bank Ltd Working Capital 3043.47
TOTAL 37305.77

ix. The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments) or term loans during the year under review and hencereporting under clause 3 (ix) of the Order is not applicable to the Company.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company or no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of theOrder is not applicable to the Company.

xiii. In our opinion and according to the information's and explanations given to usand based on our examination of the records of the Company transaction with the relatedparties are in compliance with the provisions of Sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the financialstatements as required under Accounting Standard.

xiv. During the year the Company has made preferential allotment of fully paid equityshares and the same is in accordance with the provisions of the Companies Act 2013.

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any noncash transactions with itsdirectors or persons connected to its directors and hence provision of the section 192 ofthe act are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For B. V. SWAMI & CO.

Chartered Accountants

A. Amaranath

Partner

Membership No : 213629

Firm Reg. No : 009151S

Place: Bengaluru

Date: 28th May 2019

(Referred to in paragraph 2(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Opto Circuits (India) Ltd 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 OptoCircuits (India) Ltd ("the

Company") as of March 31st 2019 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended 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

reporting 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. 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 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 judgement including the assessment of the risks ofmaterial misstatement of the Standalone financial statements whether due to fraud orerror.

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 thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

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

OPINION

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as

at March 31st 2019 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.

For B V SWAMI & Co

Chartered Accountants

A. Amaranath

Partner

Membership No : 213629 Firm Reg No : 009151S Place: Bengaluru Date: 28h May2019