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Rane (Madras) Ltd.

BSE: 532661 Sector: Auto
NSE: RML ISIN Code: INE050H01012
BSE 00:00 | 27 Feb 227.40 -8.30
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223.80

NSE 00:00 | 27 Feb 225.95 -9.45
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233.05

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OPEN 231.50
PREVIOUS CLOSE 235.70
VOLUME 1926
52-Week high 464.75
52-Week low 200.00
P/E 14.61
Mkt Cap.(Rs cr) 272
Buy Price 223.80
Buy Qty 9.00
Sell Price 227.40
Sell Qty 43.00
OPEN 231.50
CLOSE 235.70
VOLUME 1926
52-Week high 464.75
52-Week low 200.00
P/E 14.61
Mkt Cap.(Rs cr) 272
Buy Price 223.80
Buy Qty 9.00
Sell Price 227.40
Sell Qty 43.00

Rane (Madras) Ltd. (RML) - Auditors Report

Company auditors report

To The Members of Rane (Madras) Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Rane (Madras)Limited ("the Company") which comprise the Balance Sheet as at March 31 2019and the Statement of Profit and Loss (including Other Comprehensive Income) the Statementof Cash Flows 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 the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2019 total comprehensive incomeits cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 7 to the standalone financial statements regarding insuranceclaim receivable of Rs. 10.08 Crores recognized during the previous year ended March 312018 based on management's assessment of the certainty of recoverability of insuranceclaim the settlement of which is subject to survey and admission by the InsuranceCompany.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matter Auditor's Response
1 Assessment of impairment in a wholly owned step down subsidiary: Principal audit procedures performed:
The total financial exposure representing investment and loans (either directly or through intermediate subsidiary) in Rane Precision Die Casting Inc. (RPDC) aggregated to Rs. 96.83 Crores as at March 31 2019. Our audit procedures included amongst others testing the Company's controls surrounding the budgeting process and the carrying value of investment and loans to RPDC.
The Company's wholly owned step down subsidiary in the US RPDC has incurred a net loss of Rs. 36.58 Crores during FY 18-19. The net worth of this subsidiary has fully eroded. These indicators necessitated management to test the investment and loans given to RPDC for impairment. Our audit included assessing the Company's budgeting procedures upon which the forecasts are based and the integrity of the discounted cash flow models which management used to prepare the valuations.
We challenged the robustness of the key assumptions used to determine the recoverable amounts used in the valuation.
Impairment testing uses projections of future cash flows based on the most recent long-term forecasts approved by management including estimated sales volumes and pricing. The long-term forecasts are projected over five years. We engaged our own valuation specialists to assist us in evaluating the assumptions and methodologies used by management in particular those relating to the discount rates risk free rate market risk premium etc. by comparing relevant assumptions to industry and economic forecasts.
Management engaged external valuers who used various assumptions such as the valuation approach probability of projections risk free rate market risk premium etc. and assessed that the recoverable amounts were higher than the carrying value of investment and loans given to RPDC. Assessment of impairment involves significant management judgements and estimations and accordingly we deemed this to be a key audit matter. We also assessed whether the Company's disclosures about the sensitivity of the outcome of the impairment assessment to changes in key assumptions reflect the risks inherent in the valuation of investment.
2 Recoverability of insurance claim: Principal audit procedures performed:
The Company lodged a product liability insurance claim in September 2017 and recognized insurance claim receivable for Rs. 10.08 Crores based on management's assessment of the certainty of recoverability of insurance claim. Management's assessment of certainty of recoverability involved judgments based on merits of the case and past trend supported by independent evaluation by an insurance consultant and a legal opinion. Our audit procedures included testing the Company's controls relating to assessment of certainty of insurance claim recoverable. We examined the terms and conditions of the insurance policy coverage as well as the nature and measurability of the claim amount.
We evaluated the past trend of management's estimates and the assessment of admissibility of the claim by the insurance consultant appointed by the management and a legal opinion received from external legal consultant on the tenability of the claim.
We reviewed the progress of the survey and noted that the queries raised by the surveyor have been satisfactorily responded and the surveyor is in the final stages of submission of his report. Also refer Emphasis of Matter Paragraph above.

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

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the Director's report and its annexures but does not include theconsolidated financial statements standalone financial statements and our auditor'sreport 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 ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

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

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibility 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 financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting 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 financial statements 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 and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent 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 standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in 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 findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our Auditor's Report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report that:

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

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

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

e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended In our 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.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 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 standalone financial statements (refer Note 37 to the standalone financialstatements).

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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.

For Deloitte Haskins & Sells

Chartered Accountants (Firm‘s Registration No.008072S)

Ananthi Amarnath Partner (Membership No. 209252)

Chennai May 23 2019

Annexure "A" To The Independent Auditor's Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

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 Rane(Madras) Limited ("the Company") as of March 31 2019 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat 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 Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

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 ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the 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 systemover financial 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 over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the criteria forinternal financial control over financial reporting 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 Chartered Accountants ofIndia.

For Deloitte Haskins & Sells Chartered Accountants (Firm‘s RegistrationNo.008072S)

Ananthi Amarnath Partner (Membership No. 209252)

Chennai May 23 2019

Annexure "B" To The Independent Auditor's Report

(Referred to in paragraph (2) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) In respect of its fixed assets (Property Plant & Equipment and Intangibleassets): (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of the fixed assets (Property plant & equipmentand Intangible assets).

(b) The fixed assets (Property plant & equipment) were physically verified duringthe year by the Management in accordance with a programme of verification which in ouropinion provides for physical verification of all the fixed assets at reasonableintervals. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) With respect to immovable properties of acquired land and buildings that arefreehold according to the information and explanations given to us and the recordsexamined by us and based on the examination of registered sale deed provided to us wereport that the title deeds of such immovable properties are held in the name of theCompany as at the balance sheet date. Immovable properties of land and buildings whosetitle deeds have been pledged with banks as security for term loans are held in the nameof the Company based on the confirmations directly received by us from the lenders. Inrespect of immovable properties of land and buildings that have been taken on lease anddisclosed as fixed asset (Property plant & equipment) in the financial statementsthe lease agreements are in the name of the Company where the Company is the lessee inthe agreement.

(ii) As explained to us the inventories were physically verified during the year bythe Management at reasonable intervals and no material discrepancies were noticed onphysical verification

(iii) The Company has not granted any loans secured or unsecured to copanies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013.

In our opinion adn according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in repect of the loans making investments and providing guarantees as applicable.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of the loans making investments and providing guarantees as applicable.

(v) According to the information and explanation given to us the Company has notaccepted any deposit during the year also the Company does not have any unclaimeddeposits.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013. We have broadly reviewed the cost recordsmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended prescribed by the Central Government under sub-section (1) of Section 148 ofthe Companies Act 2013 and are of the opinion that prima facie the prescribed costrecords have been made and maintained. We have however not made a detailed examinationof the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Goods and Service TaxCustoms Duty Cess and other material statutory dues applicable to it with the appropriateauthorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Goods and Service Tax Customs Duty Cess and other materialstatutory dues in arrears as at March 31 2019 for a period of more than six months fromthe date they became payable.

(c) Details of dues of Income-tax Sales Tax Service Tax Customs Duty Entry Tax andExcise Duty which have not been deposited as on March 31 2019 on account of disputes aregiven below:

Name of the Statute Nature of Dues Forum where dispute is pending Period to which amount relates Amount involved ( Rs. In crores) Amount unpaid Rs. ( In crores)
Central Excise Act 1944 Excise Duty Commissioner of Central Tax (Appeals) Chennai 2007-08 to 2011-12 0.13 0.10
Central Excise Act 1944 Excise Duty Customs Goods & Service tax Appellate Tribunal Chennai 2009-10 & 2012-13 1.14 0.25
Finance Act 1994 Service Tax Customs Goods & Service tax Appellate Tribunal Chennai 2007-08 to 2011-12 0.72 -
Finance Act 1994 Service Tax Customs Goods & Service tax Appellate Tribunal Chennai 2007-08 to 2011-12 0.20 0.20
Finance Act 1994 Service Tax Assistant Commissioner Nizamabad 2011-12 0.07 0.04
Finance Act 1994 Service Tax Commissioner of Central Tax (Appeals) Chennai 2010-11 to 2015-16 1.01 0.82
Finance Act 1994 Service Tax Commissioner of Central Tax (Appeals) Chennai 2011-2015 0.30 0.26
Finance Act 1994 Service Tax Commissioner of Central Tax (Appeals) Chennai 2011-2015 0.01 0.01
Finance Act 1994 Service Tax Commissioner of Central Tax (Appeals) Mysore 2010-2015 0.13 0.13
Maharashtra Value Added Tax Act 2002 Sales Tax Commissioner (Appeals) 2005-06 2006-07 & 2008-09 1.10 1.08
Karnataka Tax on Entry of Goods Act 1979 Sales Tax Karnataka High Court 2005-06& 2006-07 0.09 -
Karnataka Tax on Entry of Goods Act 1979 Sales Tax Commissioner (Appeals) 2007-08 to 2012-13 0.10 -
Central Sales Tax Act 1956 Sales Tax Deputy Commissioner Mysore 2011-12 2012-13 & 2013-14 0.44 -
Central Sales Tax Act 1956 Sales Tax Commissioner of Sales Tax (Appeals) Pondy 2010-11 0.07 0.03
Central Sales Tax Act 1956 Sales Tax Assistant Commissioner Alandur Tamilnadu 2014-15 2.20 2.20
Central Sales Tax Act 1956 Sales Tax Commissioner of Sales Tax Appeal TN 2011-12 to 2015-16 0.24 0.19
Central Sales Tax Act 1956 Sales Tax Commissioner of Sales Tax (Appeals) PantNagar 2010-11 0.92 0.83
Central Sales Tax Act 1956 Sales Tax Commissioner of Sales Tax (Appeals) PantNagar 2011-12 0.60 0.59
Central Sales Tax Act 1956 Sales Tax Commissioner of Sales Tax (Appeals) Gurgaon 2014-15 0.01 0.01
Telangana Entry of Goods into Local Areas Act 2001 Sales Tax AP & Telangana High Court 2011-12 to 2016-17 1.00 0.75
Telangana VAT Act 2005 Sales Tax Commissioner (Appeals) 2012-13 to 2015-16 0.07 0.07
Telangana VAT Act 2005 Sales Tax Commissioner (Appeals) 2012-13 to 2015-16 - -
Income Tax Act 1961 Income Tax Supreme Court 1997-98 0.31 0.31
Income Tax Act 1961 Income Tax High Court 1996-97 0.07 0.07
Income Tax Act 1961 Income Tax Commissioner of Income Tax(Appeals) 2008-09 7.52 5.52
Income Tax Act 1961 Income Tax Commissioner of Income Tax(Appeals) 2009-10 2.76 -
Income Tax Act 1961 Income Tax Commissioner of Income Tax(Appeals) 2010-11 1.91 1.91
Income Tax Act 1961 Income Tax Deputy Commissioner of Income Tax 2011-12 0.42 0.42
Income Tax Act 1961 Income Tax Commissioner of Income Tax(Appeals) 2012-13 2.39 1.82
Income Tax Act 1961 Income Tax Commissioner of Income Tax(Appeals) 2013-14 0.13 0.13
Income Tax Act 1961 Income Tax Commissioner of Income Tax(Appeals) 2016-17 3.14 3.14

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to banks. TheCompany has not taken any loans or borrowings from financial institutions and government.The Company has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments). According to the information and explanations given tous in respect of term loans the Company has applied the money for the purposes for whichit was raised other than temporary deployment pending application.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company or no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(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 Sections 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations given to us the Company has madepreferential allotment of shares or fully or partly convertible debentures during the yearunder review.

In respect of the above issue we further report that: (a) the requirement of Section42 of the Companies Act 2013 as applicable have been complied with; and (b) the amountsraised have been applied by the Company during the year for the purposes for which thefunds were raised other than temporary deployment pending application.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable.

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

For Deloitte Haskins & Sells Chartered Accountants (Firm‘s RegistrationNo.008072S)

Ananthi Amarnath Partner (Membership No. 209252)

Chennai May 23 2019