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Pritish Nandy Communications Ltd.

BSE: 532387 Sector: Media
NSE: PNC ISIN Code: INE392B01011
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VOLUME 3756
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OPEN 42.00
CLOSE 40.35
VOLUME 3756
52-Week high 61.00
52-Week low 11.31
P/E
Mkt Cap.(Rs cr) 58
Buy Price 39.30
Buy Qty 150.00
Sell Price 39.80
Sell Qty 100.00

Pritish Nandy Communications Ltd. (PNC) - Auditors Report

Company auditors report

PRITISH NANDY COMMUNICATIONS LTD THE 27TH ANNUAL REPORT AND ACCOUNTS 2020

DENT AUDITOR'S REPORT

To

The Members

PRITISH NANDY COMMUNICATIONS LIMITED Report on the Audit of Standalone FinancialStatements OPINION

We have audited the accompanying standalone financial statements of PRITISH NANDYCOMMUNICATIONS LIMITED ("the Company") which comprise the Balance sheet as atMarch 31 2020 and the Statement of Profitand Loss (including Other ComprehensiveIncome) Statement of Changes in Equity and Statement of Cash Flows for the year thenended and notes to the financial statements including a summary of significant(hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state affairsof the Company as at March 31 2020 and its profit(includingother comprehensive income) changes in equity and its cash flows forthe year ended onthat date.

BASIS FOR OPINION

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

EMPHASIS OF MATTER

We draw attention to Note 36 (a) on the standalone financial statements which relatesto investment in wholly owned subsidiary company "PNC Wellness Ltd.". Theinvestment in this subsidiary stands at Rs 58.20 lakh whereas the net worth of thesubsidiary is Rs 32.79 lakh as at March 31 2020. Considering that the Company has madeprovision for diminution in value of investment in this subsidiary of 1/5th of its bookvalue and considers the balance retained book value as fully realizable no furtherprovision is made for the diminution in book value of investment which is considered astemporary.

We further draw attention to Note 36 (b) on the standalone financial statements whichrelates to investment in subsidiary company "PNC Digital Ltd.". The investmentin this subsidiary stands at Rs 70.20 lakh whereas the net worth of the subsidiary is Rs7.42 lakh as at March 31 2020. The Company has agreed to provide its films to thissubsidiary company to explore revenue opportunities on the digital platform and exploit itto its commercial advantage. In view of the fact that this subsidiary has unfetteredaccess to the film content of the Holding Company and requires no additional substantivecapital deployment to generate revenue no provision for diminution in value ofinvestment which is considered temporary has been made in the accounts. We further drawattention to Note 38 (a) on the standalone financial statements which describe the factsrelated to the legal proceedings initiated by the Company for the recovery of an advanceof Rs 150 lakh. The management considers the same as good and fully recoverable. The legalopinion obtained by the Company supports this. We have relied on the opinion andconsequently the Company has not made provision of any amount there against.

We further draw attention to Note 38 (b) on the standalone financial statements whichdescribes that the Company has received an award of Rs 352 lakh in its favour in thearbitration case filed against White Feather Films. White Feather Films has gone in appealagainst the above said award and has been directed to deposit an amount of Rs 300 lakh bythe Bombay High Court. Proceedings are ongoing and in view of the same outstanding of Rs317.53 lakh is considered as fully recoverable and consequently the Company has not madeprovision of any amount there against.

We further draw attention to Note 39 on the standalone financial statements whichdescribes the facts related to the arbitration proceedings initiated by the Companyagainst Prasar Bharati on account of wrongful encashment of bank guarantee of Rs 750.50lakh. The Company has obtained legal opinion from Justice A M Ahmadi former Chief Justiceof Supreme Court of India which supports the Company's stand that the amount is fullyrecoverable and hence no provision is made there against.

We further draw attention to Note 46 to the standalone financial statements whichdescribes the impact of COVID-19 pandemic on the operations of the Company.

Our opinion is not modified in respect of the above 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. Wehave determined the matters described below to be the key audit matters to be communicatedin our report. a. Valuation of Inventory (as described in Note 9 and 2.5 of the standalonefinancial statements) Description of Key Audit Matter: Inventory includes cinematiccontent and television content. Cinematic content includes incomplete cinematic contentabandoned cinematic content and completed cinematic content. Television content includesunexploited television content unfinished television content production property andexploited television content.

Considering the distinctiveness of each type of inventory the industry in which theCompany is operating and the peculiarity involved makes valuation a complex exercise.Additionally the allocation of cost is done on the basis of genre nature of thecinematic content involving significant judgments and estimates by the management. Thevalue of the Company's Inventories as at March 31 statements or our 2020 amounts to Rs5698.40 lakhs which is a significant component of we have considered it to be a keyaudit matter.

Description of Auditor's response:

We have gained adequate understanding of the nature of Inventories and applied theprescriptions given in Ind AS 2 in their context.

We analyzed the valuation approaches adopted by management for each class ofInventories for their appropriateness. We also audited the methodology used by the Companyand verified reasonableness of costs allocated and estimates applied by the Companyincluding useful life of the content implications of technological changes and otherfactors mention in Note 40 to the standalone financial statements. Further we havereviewed the valuation carried out on the basis of the accounting policy includingrealizations made in the past and expectation of future potential to earn there from.Finally the appropriateness and adequacy of the presentation and disclosure of Inventoryin the financial accountingpolicies andother explanatory information statements wasaudited. b. Amortisation of Inventory (as described in Note 2.5 and Note 40 of thestandalone financial statements) Description of Key Audit Matter: Inventory of Company areintangible in nature. Determination of useful life of Intangible assets involvessignificant estimates by the management the Company product life cycles technicaltechnological or other types of obsolescence and various other factors mentioned in Note40 to the standalone financial statements. Cost of inventory is divided into componentssuch as Music Rights Rights other than music such as theatrical rights satellite othersand residual rights. Each of these components of costs are amortised by the managementover their respective estimated useful lives as described in Note 2.5 and Note 40 to thestandalone financial statements.

Considering the significant estimates involved considered it to be a Key audit matter.

Description of Auditor's response:

Audit procedure included detailed review of rationale documented by the management forascertaining useful life of intangible assets basis of allocation of costs into differentcategories basis of its amortization as per manner provided in Note 2.5 and Note 40 tothe standalone financial statements. In addition we also verified the industry practicepast trends examined the transactions to ascertain that amortization is in accordancewith accounting policy. c. Revenue Recognition (as described in Note 2.8 and Note 25 ofthe standalone financial statements) Description of Key Audit Matter: Revenue (asdisclosed in Note 25) from each stream of income is contracted uniquely based on number offactors. Costs incurred from conceptualisation onwards are typical to the industry and theCompany considering the uncertainty and measurability of eventual success of a project.There are often timing differences between when revenue/ cost invoiced/ incurred to whenrevenue/ cost is actually earned/ charged. The resultant bifurcation between accruals anddeferrals are brought to account at each reporting date.

The accounting policies for revenue recognition are set out in Note 2.8 to thestandalone financial statements. This is considered to be a key audit matter due tosignificance of revenue in the Statement of Profit and Loss and the complexity involved inthe revenue cycle for determination of existence accuracy and timing of revenuerecognition.

Description of Auditor's response:

Audit procedure relating to existence accuracy and timing of revenue recognitionincluded reading the of contracts examination of transactionstermsandconditionsofcontractsrelating to different cut off procedures to check thatrevenue is accrued in the correct accounting period review of controls and analyticalprocedures coveringrevenuedirectcostsandmarginsfordifferentrevenue streams were auditedamongst other things. d. Advance for Content (as described in Note 8 of thestandalone financial statements) Description of Key Audit Matter:

Company carries out number of long term in-house content development projects for whichit incurs costs for title registration advances to writers preshoot expenses advancefor finalizing cast professional fees etc. These amounts have different ageing dependingon the progress of each project. These costs are classifiedas "Advance forContent" amounting to Rs 1895.36 lakh as at March 31 2020 which is a significantcomponent of the Balance audit matter.

Description of Auditor's response:

Audit procedure included understanding from the technical team about its realizablevalue its future viability and management contention to continue with the projectincluding considerations for write off/ impairment based on future plans of the Company.We verify the existence of title in the name of the Company the agreements and obtainingconfirmation for material amounts. Finally the appropriateness and adequacy of thepresentation and disclosure of Advance for Content in the financial statements wasaudited.

OTHER INFORMATION

The Company's Board of Directors is responsible for the preparation of the otherinformation. The Other information comprises the information included in the Chairman'sStatement Management Discussion and Analysis Board's Report including Annexures toBoard's Report and Corporate Governance but does not include the standalone financialstatements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the obtained during the course of our audit or otherwiseappears standalonefinancial Balance Sheet. Therefore to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE 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 financialstatements that give a true and fair view of the financial positionfinancial of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the accounting Standards specified under Section 133 of the Act. 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; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

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

Those Board of Directors are also responsible for overseeing the Company's financialreporting process. AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL

STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial dueto 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 internal control.

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) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

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

Evaluate the overall presentation structure financialstatements and content of thestandalone including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the .standalonefinancial We consider quantitativemateriality and qualitative in (i) planning the scope of our audit work and in evaluatingthe results of our work; and (ii) to evaluate the effect of any identified misstatementsin the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit 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 withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unlesslaw or regulation 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 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit. b. In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books. c. The Balance Sheet the Statement of Profit and Loss(including Other Comprehensive Income) Statement of Changes in Equity and the Cash FlowStatement dealt with by this Report are in agreement with the books of account. statementscomply with d. Inouropiniontheaforesaid standalone financial the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. e. On the basis of the written representations received from the directors ason March 31 2020 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2020 from being appointed as a director in terms of Section164 (2) of the Act. statements whether f. With respect to the adequacy of the internalfinancial controls over financial reporting of the Company and the operating effectivenessof such controls refer to our separate Report in "Annexure B". g. With respectto the other matters to be included in the Auditor's Report in accordance with therequirements of Section 197(16) of the Act as amended: In our opinion and to the best ofour information and according to the explanations given to us the remuneration paid bythe Company to its directors during the year is in accordance with the provisions ofsection

197 of the Act. During the year term of. Mr Pallab Bhattacharya and Ms Rangita PritishNandy have expired on February 17 2020 and February 18 2020 respectively and theappointment thereafter will be subject to the approval of Shareholders in the ensuingAnnual

General Meeting. h. With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 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 financialstatements Refer Note 38 and 39 to the standalone financial initsstandalonefinancialstatements; ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses. iii. There has been nodelay in transferring amounts required to be transferred to the Investor Education andProtection Fund by the Company.

For B.D Jokhakar & Co.
Chartered Accountants
Firm Registration No: 104345W
Pramod Prabhudesai
including any significant deficiencies in internal control that Partner
Membership No.032992
8 Ambalal Doshi Marg Fort Mumbai 400001
Mumbai June 30 2020 UDIN: 20032992AAAABU6533

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" section of Independent Auditors' Report on standalone financialstatements of even date) i. a. The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets; b. According tothe information and explanations given to us fixed assets have been verified by themanagement during the year and in our opinion the frequency of verification is reasonablehaving regard to the size of the Company and the nature of its assets. We are informedthat no material discrepancies were noticed on such verification c. According to theinformation and explanations given to us and on the basis of our examination of therecords of the Company there are no immovable properties held by the Company. Thereforesub clause (c) of the paragraph 3(i) of the Order is not applicable to the Company. ii. Asexplained to us by the management the production / making of content requires varioustypes qualities and quantities of content related consumables and inputs in differentdenominations. Due to the multiplicity and complexity of items it is not practicable tomaintain quantitative record/ continuous stock register as the process of making contentis not amenable to it. All the purchases of content related consumables are treated asconsumed. In view of this the Company does not maintain stock register except the recordof the finished content unamortised content unfinished content and also does not carryout physical verification of stock. However Managemnent physically verifies the finishedcontent in the hand at the end of the year. iii. As informed to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theCompanies Act 2013. iv. According to the information and explanations given to us theCompany has not given any loans made investments provided guarantees and securitiesduring the year as contemplated under Section 185 and 186 of the Act. v. In our opinionand according to the information and explanations given to us the Company has notaccepted deposits from the public during the year. Therefore paragraph 3(v) of the Orderis not applicable. vi. According to information and explanations given to us themaintenance of cost records under Section 148 (1) of the Act is not prescribed under theCompanies (Cost Records and Audit) Rules 2014. vii. a. According to information andexplanations given to us and on the basis of our examination of the records of theCompany amounts deducted / accrued in the books of account in respect of undisputedstatutory dues including provident fund employees' state insurance income-tax goods andservices tax and other material statutory dues as applicable to it have been regularlydeposited during the year by the Company with the appropriate authorities. As explained tous there were no undisputed statutory dues as mentioned above in arrears as at March 312020 for a period of more than six months from the date they became payable. b. Accordingto the information and explanations given to us the dues in respect of income tax(including TDS) sales tax service tax goods and service tax duty of customs duty ofexcise and value added tax that have not been deposited with the appropriate authoritieson account of dispute and the forum where the disputes are pending as on March 31 2020are as given below:

Name of the statute Nature of the dues Amount in lakhs* Period to which it relates Forum where dispute is pending
MVAT Act 2002 Tax Interest and Penalty 2.85 FY 2006- 2007 Deputy Commissioner of Sales Tax Appeal Mumbai
MVAT Act 2002 Interest 37.88 FY 2007- 2008 Deputy Commissioner of Sales Tax Appeals II Mumbai

*Interim Stay has been granted in these matters till disposal of respective firstappeals. viii. According to the information and explanations given to us the Company hasnot defaulted in repayment of dues to financial institutions. The Company did not have anyoutstanding debentures dues to banks and Governments. ix. According to the informationand explanations given to us the Company has not defaulted in repayment of dues tofinancial institutions. The Company did not have any outstanding debentures dues to banksand Governments. x. The Company did not raise any money by way of initial public offer orfurther public offer (including debt instruments) during the year. In our opinion andaccording to the explanations given to us on an overall basis the term loans wereapplied for the purposes for which those were raised. xi. To the best of our knowledge andbelief and according to the information and explanations given to us no material fraud onor by the Company has been noticed or reported during the course of our audit. xii.According to the information and explanations given to us and based on our examination ofthe records of the Company the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act. During the year term of. Mr Pallab Bhattacharya and Ms RangitaPritish Nandy have expired on February 17 2020 and February 18 2020 respectively and theappointment thereafter will be subject to the approval of Shareholders in the ensuingAnnual General Meeting. xiii. In our opinion and according to the information andexplanations given to us the Company is not a nidhi company. Therefore paragraph 3(xii)of the Order is not applicable. xiv. In our opinion and according to the information andexplanations given to us and based on our examination of the records of the Company alltransactions with the related parties are in compliance with Sections 177 and 188 of theAct where applicable and the details have been disclosed in Note 34 on the standalonefinancial statements as required by the applicable accounting standards. xv. According tothe information and explanations given to us and based on our examination of the recordsof the Company no preferential allotment or private placement of shares or fully orpartly convertible debentures has been made by the Company during the year under review.Therefore paragraph 3(xiv) of the Order is not applicable. xvi. According to theinformation and explanations given to us and based on our examination of the records ofthe Company the Company has not entered into any non-cash transactions with directors orpersons connected with him as specified under Section 192 of the Act. Therefore paragraph3(xv) of the Order is not applicable. xvii. The Company is not required to be registeredunder Section 45-IA of the Reserve Bank of India Act 1934 and therefore the provisions ofparagraph 3(xvi) of the Order is not applicable.

For BD Jokhakar & Co.
Chartered Accountants
Firm Registration No: 104345W
Pramod Prabhudesai
Partner
Membership No.032992
8 Ambalal Doshi Marg Fort Mumbai 400001
Mumbai June 30 2020 UDIN: 20032992AAAABU6533

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under "Report on Other Legal and RegulatoryRequirements" section of Independent Auditors' Report on standalone financialstatements of even date) Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act") We haveaudited the internal financial financialreporting of Pritish Nandy Communicationscontrolsover Limited ("the Company") as of March 31 2020 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

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 Reporting issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to 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 Act.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively 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 financial controls over financial reporting included obtaining anunderstanding of internal over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on the auditors judgement including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or We believe that the auditevidence we have obtained is sufficient and appropriate audit opinion on the Company sinternal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING A Company's internalfinancial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation ofstandalone for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting includes thosepolicies and procedures that: 1. pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect transactions and dispositions of the assets of theCompany;

2. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and

3. provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or on the standalone financial statements.dispositionoftheCompany'sassets that could have a material effect INHERENT LIMITATIONS OFINTERNAL FINANCIAL CONTROLS OVER FINANCIAL

REPORTING

Because of the inherent limitations of internal financial controls over financialreporting possibility 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 to futureperiods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

OPINION and both

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financialreporting and such internal financial controlsover financial reporting were operating effectively at March 31 2020 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 BD Jokhakar & Co.
controls Chartered Accountants
Firm Registration No: 104345W
. Pramod Prabhudesai
provide a basis for our Partner
Membership No.032992
8 Ambalal Doshi Marg Fort Mumbai 400001
Mumbai June 30 2020 UDIN: 20032992AAAABU6533

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