ON AUDIT OF ANNUAL FINANCIAL STATEMENTS
The Members of
Prakash Steelage Limited
We have audited the accompanying lnd AS financial statements of Prakash SteelageLimited ("the Company") which comprise the Balance Sheet as at 31stMarch2021 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in the basis forqualified opinion and emphasis of matters section below the aforesaid Ind AS financialstatements give the information required by the Companies Act 2013 ("the Act")in the manner so required and give a true and fair view in conformity with the Indianaccounting standards prescribed under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2021and its profit total comprehensive gain its cash flows and the changes in equity fortheyear ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013 as amended ("the Act"). Ourresponsibilities under those Standards are further described in the "Auditor'sResponsibility for the Audit of the Ind AS financial statements" section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Actand the Rules made there underand we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAl's Code of Ethics. We believe that theaudit evidence obtained by us is sufficient and appropriate to provide a basis forourqualified opinion on the Ind AS financial statements.
Basis for Qualified Opinion
a) The account of the company with its consortium banks has turned Non-Performing Asseton various dates. In view of uncertainty the company has not provided interest includingpenal interest and other dues for the year ended March 312021 on borrowings to theextent the same have remained unpaid. The impact of the same on its consequent effect onthe Liabilitiies and Reserve & Surplus is not ascertainable. However the lenders havesanctioned one time settlement forthe overall amount of INR 90 Crores against whichCompany has already paid INR 50.61 Crores to the lenders. This matter was also qualifiedin our report on the Ind AS finanacial statements forthe year ended March 312020.
(b) The Company has accumulated losses resulting in erosion of Net Worth and hasincurred net cash losses in the previous Financial Years. These conditions cast seriousdoubt about the company's ability to continue as a going concern. However the Ind ASfinancial Statement of the Company has been prepared on agoing concern basis. This matterwas also qualified in our report on the Ind AS financial statements for the year endedMarch 312020.
Material Uncertainty related to Going Concern
We draw attention to Note 34 to the financial statement which indicates that duringthe year ended 31stMarch 2021 the Company's current liabilities exceeded itscurrent assets by INR 226.62 Crores. These events or conditions along with other mattersas set forth in Note 32 indicate that a material uncertainty exists that may castsignificant doubt on the Company's ability to continue as a going concern. However theInd AS financial statements of the Company have been prepared on a going concern basisforthe reasons stated in the said note.
Emphasis of Matter
We draw attention to:
a) Note no. 33 of Ind AS Financial Statement stating that the sanction of One TimeSettlement (OTS) offers by all the consortium banks for Rs. 90 crores the Company hasalready paid the first tranche of Rs. 50.62 crores leaving the balance of Rs. 39.38crores. Further as on March 31 2021; the total bank borrowings of above lenders isappearing at INR 217.85 crores against the said outstanding the bank had approved OTSamount of INR 90.00 crores. As per management assessment the differential portion ofborrowing i.e. INR 127.85 crores will be accounted as income (remission of bank liability)in the financial year in which the Company will make full and final payment towards thesanctioned OTS amount along with the fulfilment of other conditions mentioned therein andreceipt of No-dues certificate from the these lenders.
b) We draw attention to Note 37 of the accompanying Ind AS financial statement asregards to management's evaluation of uncertainties relating to COVID-19 and itsconsequential effect on the carrying value of the assets as at31stMarch 2021and the operations of the Company.
c) Note no. 8(i) of the Ind AS financial statement stating that Company has written offthe outstanding receivable balance amounting to INR 46.65 Crores against which theprovision for bad and doubtful debts was already made through profit and loss accountduring the year ended March 2017. Considering the long outstanding receivable anddecision of the Board of Directors. Company is written off such receivable.
d) Note no. 35 of Ind AS Financial Statement stating that some of the balances of TradeReceivables Deposits Loans & Advances Advances received from customers Liabilityfor expenses and Trade Payable are subject to confirmation from the respective parties andconsequential reconciliation/adjustment arising there from if any. The managementhowever do not expect any material variation.
e) Note no. 40 of the Ind AS financial statement stating that during the year; Companyhas recalculated the deferred tax liability on the basis of balance sheet approach andaccordingly reversed the excess tax liability in the accompanying Ind AS financialstatements foryear ended March 2021.
f) Company had made payments on behalf of vendors to certain other parties for whichbalance confirmation and tri parties agreement was not made available to us forour review.
Our Conclusion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Inaddition to the matter described in the Basis for Qualified Opinion section emphasis ofmatter and Material Uncertainty Related to Going Concern section of our report we havedetermined the matters described below to be the key audit matters to be communicated inour report.
|Sr. No. Key Audit Matter ||Auditor's Response |
|1 Sale of Shares Exceptional item represents the profits earned on sale of investment in Tubacex Prakash India Private Limited amounting to INR 473694942. ||Company has sold its investment in Tubacex Prakash India Private Limited of 3247000 shares of face value of INR 10 each amounting to INR 32470000 at INR 506154142. The Company has received the total consideration against these shares from Tubacex S.A. Spain as per the terms of Share purchase agreement dated 30th March 2021. |
| ||Accordingly the Company had disclosed an amount of INR 473694942 as exceptional income in the audited financial statement for the year ended 31st March 2021. |
| ||We have been provided with the valuation report for the sale of these shares issued by independent third party share purchase agreement board resolution and bank receipt details. |
| ||We have noted that this independent professional who has conducted the valuation of share is appointed by theconsortium lender of the Company. |
| ||Further there was an additional report provided by the management where another independent professional has evaluated the value of these share by applying discounted cash flow method. |
|2 One Time Settlement approved by the consortium lenders and part payment of OTS instalment. ||As per the sanction of One Time Settlement (OTS) offer by all the consortium banks for Rs. 90 crores the Company has already paid the first tranche of Rs. 50.62 crores leaving the balance of Rs. 39.38 crores. Further as on March 31 2021 the total bank borrowings of above lenders are appearing at INR 217.85 crores against the said outstanding the bank had approved OTS amount of INR 90.00 crores. As per management assessment the differential portion of borrowing i.e. INR 127.85 crores will be accouted as income (remission of bank liability) in the financial year in which the Company will make full and final payment towards the sanctioned OTS amount along with the fulfilment of other conditions mentioned therein and receipt of No-dues certificate from these lenders. |
| ||We have been provided with the OTS sanction letter approved by the all the consortium lenders of the Company individually. In addition to the same the Company has also provided us a letter from bank of Baroda where the proportionate distribution amongst all the consortium lenders has been documented. |
| ||We had also sought independent balance confirmation from all the consortium banks. |
| ||Based on the review of all the other documents we have noted that there is a specific mention in the OTS sanction that the Company has to fulfil the entire payment obligation and the other conditions mentioned therein to successfully close the OTS sanction. |
| ||Also we have noted that the banks had adjusted the proceeds of first tranche of OTS against their outstanding amounts. |
|3 Write off of Trade Receivalbes of INR 46.65 Crores. ||We have involved our internal experts to review tha nature of amount recoverable and found that company has initiated legal action to recover the debts against the long outstanding doubtful debts of INR 46.65 Crores. The Company foresees remote chance of recovery of the said debts and accordingly based on the conservative approach the board of directors of the Company has taken the decision to written off these doubtful debts. |
| ||Further the provision of doubtful debts against these receivables has already been made during year ended March 2017 and hence there is no profit and loss impact of these write off in the current financial year. |
Information Other than the 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 Director'sreport and annexure to the same but does not include the standalone financial statementsand our auditor's report thereon. The Director's report and its annexures are expected tobe made available to us after the date of this auditor's report date.
Our opinion on the financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements ourresponsibility is to read the other information "identified above when it becomesavailable" and in doing so consider whether the other information is materiallyinconsistent with the financial statements or our knowledge obtained during the course ofour audit or otherwise appears to be materially misstated.
When we read the Director's report and its annexures if we conclude that thereis a material misstatement therein we are required to communicate the matter to thosecharged with governance as required under SA 720 'The Auditor's responsibilities Relatingto Other Information'
Management's Responsibility forthe 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 financial statements that givea true and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity 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; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibility for the Audit or the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Statement as awhole are free from material misstatement whether due to fraud or error and to issue anauditor's report that includes our opinion. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthe Statement.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
a) Identify and assess the risks of materials misstatement of the Statement whetherdue to fraud or error design and perform audit procedures responsive to those risks andobtain audit evidence that is sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgery intentionalomissions misrepresentations or the override of international control.
b) Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143 (3)(i) ofthe Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the Board of Directors.
d) Conclude on the appropriateness of the Board of Directors' use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial results or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.
e) Evaluate the overall presentation structure and content of the Statement includingthe disclosures and whether the Statements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Financial Statement thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the Financial Statements may be influenced.
We consider quantitative materiality and qualitative factors in
(i) Planning the scope of our audit workand in evaluating the results of our works; and
(ii) To evaluate the effect of any identified misstatements in the financialstatements.
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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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) We have obtained all the information and explanations which to the best of ourknowledge and belief were necessary forthe purpose of our audit.
b) Except for the possible effects of the matters described in the Basis for QualifiedOpinion and Emphasis of matter section above in our opinion proper books of account asrequired by law have been kept by the Company so far as it appears from our examination ofthose books.
c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.
d) Except for the possible effects of the matters described in the Basis for QualifiedOpinion and Emphasis of matter section above in our opinion the aforesaid financialstatements comply with the Ind AS specified under Section 133 of the Act.
e) The matters described in the Basis for Qualified Opinion and Emphasis of mattersection above and Material uncertainty related to Going Concern section above in ouropinion may have an adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the directors as on 31stMarch 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in termsof Section 164 (2) of the Act.
g) The qualification relating to the maintenance of accounts and other mattersconnected therewith are as stated in the Basis for Qualified Opinion section above.
h) 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 A". Our report expresses unmodified opinion on theoperating effectiveness of the Company's internal financial controls over financialreporting forthe reasons stated therein.
i) 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 opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.
j) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
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"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
Annexure A to the Independent Auditors' Report
Referred to in paragraph 1(h) under the heading 'Report on other Legal and RegulatoryRequirements' of the Independent Auditors' Report of even date to the members of PrakashSteelage Limited on the financial statements for the year ended 31st March2021:
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 PrakashSteelage Limited ("the Company") as of 31st March 2021 inconjunction with our audit of the Ind AS financial statements of the Company for the yearended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to respective company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired underthe Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the"Guidance Note") issued by theInstitute of Chartered Accountants of India and the Standards on Auditing prescribed underSection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
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 financial 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 Company's internal financial controls systemoverfinancial reporting.
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 overfinancialreporting 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 orthatthe degree of compliance with the policies or procedures may deteriorate.
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 31st March 2021 based on thecriteria for internal financial control over financial reporting established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India".
Annexure B to the Independent Auditors' Report
Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'ofthe Independent Auditors' Report of even date to the members of Prakash Steelage Limitedon the financial statements for the year ended 31st March 2021
i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) According to the information and the explanation given to us the fixed assets ofthe Company have been physically verified by the Management during the year and nomaterial discrepancies have been noticed on such verification. In our opinion thefrequency of verification is reasonable.
(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed/transfer 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.
ii. According to the information and explanations given to us and the records examinedby us the inventories were physically verified during the year by the management at theyear end. No material discrepancies have been noticed on such verification.
iii. The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013. Therefore the provision of Clause 3(iii) (iii)(a) (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given byManagement the company has complied with the provisions of Section 186 of Companies Act2013 in respect of making investments. Further company has not grant any loans andadvances or given any guarantee or provided any security covered under section 185 ofCompanies Act2013 hence the section 185 is not applicable to the company.
v. The Company has not accepted any deposits during the year and does not have anyunclaimed deposits within the meaning of section 73 to 76 of the Act and Rules framedthere under to extent notified.
vi. We have not been made available cost audit report till the date of signing ofIndependent Auditor's Report for the year ended March 2021 and therefore we are unableto comment that whether the company has maintained the relevant cost records prescribedunder sub-section 1 of Section 148 of the Act.
vii. According to the information and explanations given to us and as shown by ourexamination of the books of accounts:
(a) The Company has generally been regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income-tax good and service taxCess and other material statutory dues applicable to it to the appropriate authorities.According to Information and explanations given to us no undisputed amounts payable inrespect of the above were in arrears as at March 2021 for a period of more than sixmonths from the date on when they become payable.
(b) According to the information and explanations given to us and the records of theCompany examined by us the dues in respect of sales tax income tax duty of customsservice tax GST entry tax value added tax central sales tax duty of excise whichhave not been deposited with the appropriate authority on account of any dispute are asunder:
|Name of. the Statute ||Nature of the Dues ||Financial Year to which amount pertains ||Amount (Rs.) ||Forum where dispute is pending |
|1 Bombay Sales Tax Act ||Sales Tax ||1994-95 ||79202/- ||Dy. Comm. Sales Tax (Appeal) IV Mumbai |
|2 Bombay Sales Tax Act ||Sales Tax ||1995-96 ||59317/- ||Dy. Comm. Sales Tax (Appeal) IV Mumbai |
|3 Central Sales Tax Act 1958 ||Central Sales Tax ||1995-96 ||285360/- ||Dy. Comm. Sales Tax (Appeal) IV Mumbai |
|4 Central Excise Act 1944 ||Excise Duty Rebate ||2010-11 ||551080/- ||Joint Secretary Ministry of Finance |
|5 Central Excise Act 1944 ||Cenvat Credit & Penalty ||2016-17 ||3893059/- ||Customs Excise & Service Tax Appellate Tribunal Ahmedabad |
viii. According to the records of the company examined by us and the information andexplanation given to us the company has defaulted in repayment of loans or borrowing tovarious banks during the previous years. The impact of the same on the loss for thecurrent year and its consequent effect on the Liabilities and Reserve & surplus is notascertainable. The period and amount of defaults are as under:
|Name of Lenders ||Amount Outstanind (in INR Lakhs) ||Date of NPA ||Period of default from the date of NPA (Days) |
|1 Bank of Baroda ||3167.70 ||18-12-2016 ||1564 |
|2 Bank of India ||5228.25 ||30-06-2016 ||1735 |
|3 Union Bank of India ||2616.65 ||31-01-2017 ||1521 |
|4 Vijaya Bank ||5710.99 ||29-05-2016 ||1767 |
|Total ||16723.59 || || |
ix. The company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause (ix) ofthe Order is not applicable.
x. During the course of our examination of the books and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanation given to us we have neither come across anyinstances of material fraud by the company or on the company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by themanagement.
xi. According to the information and explanation given to us and based on ourexamination of the records of the company the Company has paid/ provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsections 197 read with Schedule V to the Act.
xii. The company is not a Nidhi Company and hence reporting under clause (xii) of theorder is not applicable.
xiii. In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and Section 188 of the Companies Act 2013where applicable for all the transactions with the related parties and the details of therelated party transactions have been disclosed in the financial statements as required bythe applicable accounting standards.
xiv. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.
xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into non-cash transactions with its directorsor persons connected with them.
xvi. The company is not required to be registered under section 45-IAof the ReserveBank of India Act 1939. Accordingly the provisions of Clause 3(xiv) of the Order are notapplicable to the Company.