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Orient Electric Ltd.

BSE: 541301 Sector: Consumer
NSE: ORIENTELEC ISIN Code: INE142Z01019
BSE 00:00 | 02 Jul 196.75 -1.20
(-0.61%)
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197.00

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202.85

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193.80

NSE 00:00 | 02 Jul 197.45 -0.50
(-0.25%)
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198.80

HIGH

202.80

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OPEN 197.00
PREVIOUS CLOSE 197.95
VOLUME 20025
52-Week high 286.45
52-Week low 138.15
P/E 53.03
Mkt Cap.(Rs cr) 4,175
Buy Price 196.00
Buy Qty 1.00
Sell Price 196.75
Sell Qty 5.00
OPEN 197.00
CLOSE 197.95
VOLUME 20025
52-Week high 286.45
52-Week low 138.15
P/E 53.03
Mkt Cap.(Rs cr) 4,175
Buy Price 196.00
Buy Qty 1.00
Sell Price 196.75
Sell Qty 5.00

Orient Electric Ltd. (ORIENTELEC) - Auditors Report

Company auditors report

on compliance with the conditions of Corporate Governance as per the provisions ofChapter IV of

Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015

To

The Members of Orient Electric Limited 240 Okhla Industrial EstatePhase – III Okhla New Delhi – 110020

1. The Corporate Governance Report prepared by Orient Electric Limited(hereinafter the "Company") contains details as required by the provisions ofChapter IV of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended ("the Listing Regulations")(‘Applicable criteria') with respect to Corporate Governance for the year endedMarch 31 2019. This report is required by the Company for annual submission to the StockExchange and to be sent to the Shareholders of the Company.

Management's Responsibility

2. The preparation of the Corporate Governance Report is theresponsibility of the management of the Company including the preparation and maintenanceof all relevant supporting records and documents. This responsibility also includes thedesign implementation and maintenance of internal control relevant to the preparation andpresentation of the Corporate Governance Report.

3. The management along with the Board of Directors of the Company arealso responsible for ensuring that the Company complies with the conditions of CorporateGovernance as stipulated in the Listing Regulations issued by the Securities and ExchangeBoard of India.

Auditor's Responsibility

4. Pursuant to the requirements of the Listing Regulations ourresponsibility is to express a reasonable assurance in the form of an opinion whether theCompany has complied with the specific requirements of the Listing Regulations referred toin paragraph 3 above.

5. We conducted our examination of the Corporate Governance Report inaccordance with the Guidance Note on Reports or Certificates for Special Purposes(Revised) and the Guidance Note on Certification of Corporate Governance both issued bythe Institute of Chartered Accountants of India ("ICAI"). The Guidance Note onReports or Certificates for Special Purposes requires that we comply with the ethicalrequirements of the Code of Ethics issued by the Institute of Chartered Accountants ofIndia.

6. We have complied with the relevant applicable requirements of theStandard on Quality Control (SQC)

1 Quality Control for Firms that Perform Audits and Reviews ofHistorical Financial Information and Other Assurance and Related Services Engagements.

7. The procedures selected depend on the auditor's judgementincluding the assessment of the risks associated in compliance of the Corporate GovernanceReport with the applicable criteria. Summary of key procedures performed include:

i. Reading and understanding of the information prepared by the Companyand included in its Corporate Governance Report; ii. Obtained and verified that thecomposition of the Board of Directors w.r.t executive and non-executive directors has beenmet throughout the reporting period;

iii. Obtained and read the Directors Register as on March 31 2019 andverified that atleast one women director was on the Board during the year;

iv. Obtained and read the minutes of the following committee meetingsheld during the period from April 01 2018 to March 31 2019:

a. Board of Directors meeting; b. Audit Committee; c. Annual Generalmeeting; d. Nomination and Remuneration Committee; and e. Stakeholders RelationshipCommittee;

v. Obtained necessary representations and declarations from directorsof the Company including the independent directors ; and

vi. Performed necessary inquiries with the management and obtainednecessary specific representations from management.

The above-mentioned procedures include examining evidence supportingand the particulars in the Corporate Governance Report on a test basis. Further our scopeof work under this report did not involve us performing audit tests for the purposes ofexpressing an opinion on the fairness or accuracy of any of the financial information orthe financial statements of the Company taken as a whole.

Opinion

8. Based on the procedures performed by us as referred in paragraph 7above and according to the information and explanations given to us that we are of theopinion that the Company has complied with the conditions of Corporate Governance asstipulated in the Listing Regulations as applicable for the year ended March 31 2019referred to in paragraph 1 above.

Other matters and restriction on use

9. This report is neither an assurance as to the future viability ofthe Company nor the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

10. This report is addressed to and provided to the members of theCompany solely for the purpose of enabling it to comply with its obligations under theListing Regulations with reference to compliance with the relevant regulations ofCorporate Governance and should not be used by any other person or for any other purpose.Accordingly we do not accept or assume any liability or any duty of care or for any otherpurpose or to any other party to whom it is shown or into whose hands it may come withoutour prior consent in writing. We have no responsibility to update this report for eventsand circumstances occurring after the date of this report.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005per Vishal Sharma

Partner Membership Number: 096776

Place: New Delhi Date: April 30 2019 the Members of

Orient Electric Limited

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of OrientElectric Limited ("the Company") which comprise the Balance sheet as at March31 2019 the Statement of Profit and Loss including the statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Ind AS financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 its profitincluding other comprehensive income its cash flows and the changes in equity for the yearended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordancewith the Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the ‘Auditor'sResponsibilities for the Audit of the Ind AS Financial Statements' section of ourreport. We are independent of the Company in accordance with the ‘Code ofEthics' issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of 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 Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Ind AS financial statements for thefinancial year ended March 31 2019. These matters were addressed in the context of ouraudit of the Ind AS financial statements as a whole and in forming our opinion thereonand we do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the Ind AS financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the Ind AS financial statements. The results of our auditprocedures including the procedures performed to address the matters below provide thebasis for our audit opinion on the accompanying Ind AS financial statements.

Key audit matters How our audit addressed the key audit matter
Revenue recognition
For the year ended March 31 2019 the Company has recognized revenue from contracts with customers amounting to H1864.40 crores. Our audit response consisted of the following procedures:
- We evaluated the appropriateness of the Company's revenue recognition accounting policies;
Key audit matters How our audit addressed the key audit matter
Revenue recognition
Revenue from the sale of goods is recognised upon transfer of control of ownership of the goods to the customer usually on delivery of goods. The Company considers estimated time of delivery of goods and this has an impact on the timing of revenue recognition. - We obtained an understanding of management's internal controls over the revenue recognition process and placed attention on the timing of revenue recognition;
- We performed sales transactions testing based on a representative sampling of the sales orders to ensure that the related revenues and trade receivables are recorded appropriately taking into consideration the terms and conditions of the sale orders including the shipping terms;
There is a risk that revenue could be recognized in the incorrect period for sales transactions occurring on and around the year end.
- We also tested sales transactions made near the year end by agreeing a sample of sales transactions occurring around the year end to supporting documentation including customer confirmation of receipt of goods to establish that sales and corresponding trade receivables are properly recorded in the correct period;
- We performed monthly analytical reviews to identify any unusual sales trends.

Other Information

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the Director's Report Secretarial AuditReport Management Discussion and Analysis (but does not include the standalone Ind ASfinancial statements and our auditor's report thereon) which we obtained prior tothe date of this auditor's report.

Our opinion on the Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these Ind ASfinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of 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; andthe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Ind AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

In preparing the Ind AS financial statements management is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Ind AS FinancialStatements

Our objectives are to obtain reasonable assurance about whether the IndAS financial statements as a whole are free from material misstatement whether due tofraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theInd AS financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the Ind ASfinancial statements for the financial year ended March 31 2019 and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

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 sub-section(11) of section 143 of the Act we give in the "Annexure 1" a statement on thematters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion 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 theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid Ind AS financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from thedirectors as on March 31 2019 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2019 from being appointed as a director in termsof Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company with reference to these Ind AS financialstatements and the operating effectiveness of such controls refer to our separate Reportin "Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year endedMarch 31 2019 has been paid / provided by the Company to its directors in accordance withthe provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its Ind AS financial statements – Refer Note 35 to the Ind ASfinancial statements;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses;

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

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005 per Vishal Sharma

Partner

Membership Number: 096766

Place: New Delhi Date: April 30 2019

Annexure 1 referred to in paragraph 1 of our report of even date undersection ‘Report on other legal and regulatory requirements'

Orient Electric Limited (‘the Company')

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(b) All property plant and equipment have not been physically verifiedby the management during the year but there is a regular programme of verification over aperiod of three years which in our opinion is reasonable having regard to the size ofthe Company and the nature of its assets. No material discrepancies were noticed on suchverification.

(c) According to the information and explanations given by themanagement registration of title deeds is in progress in respect of immovable propertiestransferred as a result of demerger net block aggregating of H14.44 crores.

(ii) The management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies were noticed on suchphysical verification. Inventories lying with third parties have been confirmed by them asat March 31 2019 and no material discrepancies were noticed in respect of suchconfirmations.

(iii) (a) According to the information and explanations given to usthe Company has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of clause 3(iii) (a) (b) and(c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanationsgiven to us there are no loans investments guarantees and securities given in respectof which provisions of section 185 and 186 of the Companies Act 2013 are applicable andhence not commented upon.

(v) The Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148(1) of the Companies Act 2013 related to the manufacture ofelectrical goods and are of the opinion that prima facie the specified accounts andrecords have been made and maintained. We have not however made a detailed examinationof the same.

(vii) (a) The Company is regular in depositing with appropriateauthorities undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom duty of excise value addedtax goods and service tax cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax service tax sales-tax duty of custom duty of excise value added tax goodsand services tax cess and other statutory dues were outstanding at the year end for aperiod of more than six months from the date they became payable.

(c) According to the records of the Company the dues of income-taxsales tax goods and service tax service tax duty of custom duty of excise value addedtax and cess on account of any dispute are as follows:

Name of the statute Nature of the dues Hin Crore* Period to which the amount relates Forum where the dispute is pending
Entry Tax Act Demand for interest on entry tax 0.89 2013-14 to 2015-16 Commercial Tax Officer
Sales Tax Act Disallowance of Sales Return ITC excess of unregistered purchase tax 0.42 2014-15 Joint commissioner of Commercial Taxes LTUKolkata
Central Excise & Customs Act 1944 Excess ISD Credit transfer to units 0.37 2013-14 CESTAT

 

Name of the statute Nature of the dues Hin Crore* Period to which the amount relates Forum where the dispute is pending
Central Excise & Customs Act 1944 Disallowance of cenvat credit on inputs 0.22 1994-1995 1995-96 Commissioner of Central Excise - Kolkata
Sales Tax Act Additional Demand for Sales Tax 0.15 1996-97 & 2013-14 Deputy Commissioner Appeals - Patna
Sales Tax Act Delay in depositing C 0.14 2012-13 & 2014-15 Commissioner Appeals
Forms F Forms
Central Excise & Customs Act 1944 Levy of duty on short return of Cottage Parties 0.12 1975-7676-7781-84 to 84-85 2000-01 2002-03 1993-94 to 1996-97 Additional Commissioner/ Commissioner Appeals/CESTAT
Sales Tax Act Delay in depositing F Forms 0.05 2012-13 Joint commissioner of Commercial Taxes LTU Kolkata
Sales Tax Act Treatment of transfer of Defective stock as sales 0.02 2003-04 Appellate Authority
Sales Tax Act Additional demand for stock transfer 9.00 2006-07 to 2010-11 Assistant Commissioner-Chennai
Sales Tax Act Additional demand for sales tax 0.08 2014-15 Deputy Commissioner appeals- Patna
Custom Act Customs duty for imports of tools & dies 0.93 2012-15 CESTAT- Kolkata

*Net of amount paid under protest

(viii) In our opinion and according to the information and explanationsgiven by the management the Company has not defaulted in repayment of loans or borrowingto a financial institution or bank. The Company did not have any outstanding dues inrespect of government or debenture holders during the year.

(ix) According to the information and explanations given by themanagement the Company has not raised any money way of initial public offer / furtherpublic offer / debt instruments and term loans hence reporting under clause (ix) is notapplicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the financial statements and according to theinformation and explanations given by the management we report that no fraud by theCompany or no fraud on the Company by the officers and employees of the Company has beennoticed or reported during the year.

(xi) According to the information and explanations given by themanagement the managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

(xii) In our opinion the Company is not a nidhi company. Thereforethe provisions of clause 3(xii) of the order are not applicable to the Company and hencenot commented upon.

(xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and hence reporting requirements under clause 3(xiv) are notapplicable to the Company and not commented upon.

(xv) According to the information and explanations given by themanagement the Company has not entered into any non-cash transactions with directors orpersons connected with him as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us theprovisions of section 45-IA of the Reserve Bank of India Act 1934 are not applicable tothe Company.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005 per Vishal Sharma

Partner

Membership Number: 096766

Place: New Delhi Date: April 30 2019

Annexure 2 to the Independent Auditor's Report of even date on theIND AS Financial Statements of Orient Electric Limted

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

We have audited the internal financial controls over financialreporting of Orient Electric Limited ("the Company") as of March 31 2019 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls 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. 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 the 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 Company's internalfinancial controls over financial reporting with reference to these financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the "Guidance Note")and the Standards on Auditing as specified under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls and both issuedby the Institute of Chartered Accountants of India. 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 over financialreporting with reference to these financial statements was established and maintained andif such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls over financial reporting with reference tothese financial statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting with reference to these financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlsover financial reporting with reference to these financial statements.

Meaning of Internal Financial Controls Over Financial Reporting withreference to these financial statements

A company's internal financial control over financial reporting withreference to these financial statements process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these financial statements includes those policies and procedures that (1) pertain tothe maintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting with reference to these financial statements

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these financial statements to future periods are subject to the risk that the internalfinancial control over financial reporting with reference to these financial statementsmay become inadequate because of changes in conditions or that the degree of compliancewith the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects adequateinternal financial controls over financial reporting with reference to these financialstatements and such internal financial controls over financial reporting with reference tothese financial statements were operating effectively as at March 31 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005 per Vishal Sharma

Partner

Membership Number: 096766

Place: New Delhi

Date: April 30 2019