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Satin Creditcare Network Ltd.

BSE: 539404 Sector: Financials
NSE: SATIN ISIN Code: INE836B01017
BSE 00:00 | 29 May 50.50 0.15
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48.60

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52.20

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48.60

NSE 00:00 | 29 May 50.05 -0.05
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49.50

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52.40

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48.90

OPEN 48.60
PREVIOUS CLOSE 50.35
VOLUME 4686
52-Week high 351.95
52-Week low 46.00
P/E 1.32
Mkt Cap.(Rs cr) 263
Buy Price 48.85
Buy Qty 65.00
Sell Price 52.15
Sell Qty 200.00
OPEN 48.60
CLOSE 50.35
VOLUME 4686
52-Week high 351.95
52-Week low 46.00
P/E 1.32
Mkt Cap.(Rs cr) 263
Buy Price 48.85
Buy Qty 65.00
Sell Price 52.15
Sell Qty 200.00

Satin Creditcare Network Ltd. (SATIN) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

SATIN CREDITCARE NETWORK LIMITED

Report on the Audit of the Standalone Financial Statements.

OPiNiON

1. We have audited the accompanying standalone financial statements of Satin CreditcareNetwork Limited (‘the Company') which comprise the Balance Sheet as at March 312019 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

2. 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 Indiaincluding Indian Accounting Standards ('Ind AS') specified under section 133 of the Actof the state of affairs (financial position) of the Company as at March 31 2019 and itsprofit (financial performance including other comprehensive income) its cash flows andthe changes in equity for the year ended on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ('ICAI') together withthe ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion.

KEY AUDIT MATTERS

4. 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.

5. We have determined the matters described below to be the key audit matters to becommunicated in our report.

Key audit matter How our audit addressed the key audit matter
Carrying Value of investment in subsidiary
[Refer Note 3(l) for the accounting policy and Note 9 for the related disclosures]
The Company has investments in equity shares of its subsidiaries amounting to र1 5760.24 Lakhs. The key audit procedures we performed in relation to this matters were as follows:
Such investments in subsidiaries are accounted for at cost in accordance with Ind AS 27 Separate Financial Statements. The management makes an assessment of fair value of the investment(s) when impairment indicators exists by comparing the fair value and carrying value of such investment(s). (a) Obtained an understanding of management's processes and controls for determining the fair value of the investment. The understanding was obtained by performance of walkthrough which included inspection of documents produced by the Company and discussion with those involved in the process of valuation.
As at March 31 2019 an impairment indicator existed for one the investments made in the equity shares of a subsidiary namely Taraashna Services Limited. The equity shares of the subsidiary are not listed on a stock exchange.
Therefore value of the investment is determined based on discounted cash flows method. (b) Tested the key controls over calculation of fair value of investments for operating effectiveness.
The use of discounted cash flow valuation method requires exercise of judgement in selection of significant assumptions including growth rates used the future expected free cash flows and the weighted average cost of capital. (c) Challenged the judgements exercised by the management in selection of significant assumptions such as growth rates future expected free cash flows and the weighted average cost of capital based on our knowledge of the business and industry. We also proved the arithmetical accuracy of the calculations carried out by the management.
The inputs used in valuation may have a material effect on the value determined and consequently may have a material effect on the carrying value of investments at the reporting date. Accordingly assessment of impairment losses to be recognised if any on the carrying value of investment made in the subsidiary has been considered as be a key audit matter for current year audit. (d) Involved an auditor's expert to assess the appropriateness of the valuation methodology used for calculation of the fair value.
(e) Performed sensitivity analysis on management's calculated fair value by changing the significant assumptions used in the fair valuation.
(f) Assessed the appropriateness and adequacy of the related disclosures in the standalone financial statements in accordance with the applicable accounting standards.
(g) Obtained written representations from management and those charged with governance whether they believe significant assumptions used valuation of the investments in the subsidiaries are reasonable.

Expected Credit Losses on loans

[Refer Note 3(j) for the accounting policy and Note 43 for the related disclosures]

As at March 312019 the Company has financial assets (loans) amounting to र446008.58 Lakhs including loans which are carried at fair value through other comprehensive income amounting to र370973.92 Lakhs. As per Ind AS 109- Financial Instruments the Company is required to recognise allowance for expected credit losses on financial assets. Our audit procedures in relation to expected credit losses were focused on obtaining sufficient appropriate audit evidence as to whether the expected credit losses recognised in the standalone financial statements were reasonable and the related disclosures in the standalone financial statements made by the management were adequate. These procedures included but not limited to the following:
Since this was the first year for the preparation and presentation of the standalone financial statements under Ind-AS framework the management had to estimate the provision for expected credit losses for the loans outstanding as at April 1 2017 (the opening balance sheet date) as at March 31 2018 (the comparative balance sheet date). (a) obtaining an understanding of the model adopted by the Company for calculation of expected credit losses including how management calculated the expected credit losses and the appropriateness data on which the calculation is based;
Expected credit loss cannot be measured precisely but can only be estimated through use of statistics. The calculation of expected credit losses is complex and requires exercise of judgement around both the timing of recognition of impairment provisions and estimation of the amount of provisions required in relation to loss events. (b) testing the operating effectiveness of the key controls over calculation of the expected credit losses;
(c) testing the accuracy of inputs through substantive procedures and assessing the reasonableness of the assumptions used;
The management has recognised a provision reversal of र9689.45 Lakhs in the Statement of Profit and Loss for the year ended March 31 2019. (d) developing a point estimate by making reference to the expected credit losses recognised by entities that carry comparable financial assets;
Considering the significance of the above matter to the standalone financial statements and since the matter required our significant attention to test the calculation of expected credit losses we have identified this as a key audit matter for current year audit. (e) testing the arithmetical calculation of the expected credit losses;
(f) verifying the adequacy of the related disclosures; and
(g) obtaining written representations from management and those charged with governance whether they believe significant assumptions used in calculation of expected credit losses are reasonable.

Adoption of indian Accounting Standards Framework

[Refer Note 3 for the accounting policy and Note 56 for the related disclosures]

The standalone financial statements for the year ended March 31 2019 are the first financial statements prepared in accordance with Indian Accounting Standards ('Ind AS') as notified by the Ministry of Corporate Affairs ('MCA') under Section 133 of the Act. Our key audit procedures in respect of the first time adoption of Ind-AS framework included but were not limited to the following:
The Company has applied Ind AS 101 First-time Adoption of Indian Accounting Standards. Note 56 in the standalone financial statements sets forth the reconciliation of balances from previous GAAP to the new Ind AS framework as at the transition date and the impact of restatement on the financial position of the comparative year due to such transition. Refer to Note 3 for significant accounting policies selected by the Company on transition to the Ind-AS. (a) obtaining an understanding of management's processes and controls to identify the potential impact areas in the financial statements due to the adoption of Ind AS;
(b) reviewing the implementation of exemptions availed and options chosen by the Company in accordance with the Ind AS 101;
This change in the financial reporting framework required an end-to-end evaluation of the potential impact on each item included in the standalone financial statements including presentation thereof additional notes and disclosures. This evaluation required significant audit efforts. (c) assessing the appropriateness of the adjustments made to the opening balance sheet as at April 1 2017;
(d) assessing the appropriateness of the adjustments recorded in the standalone financial statements as of and for the year-ended March 31 2018 which were prepared in the previous GAAP;
Considering the significance of the matter in the current year to the standalone financial statements and the audit efforts required this matter has been identified as a key audit matter for the current year audit. (e) evaluating the appropriateness of accounting policies selected by the Company on transition to Ind AS on the basis of our understanding of the Company the nature and size of its operations and the requirements of the relevant accounting standards under the Ind AS framework;
(f) evaluating the adequacy and appropriateness of the standalone financial statements disclosures arising on adoption of the Ind AS to determine if these are in compliance with the requirements of the Ind AS; and
(g) obtaining written representations from management and those charged with governance on whether the financial statements comply with the Ind AS in all respects.

Information other than the Standalone Financial Statements and Auditor's Report thereon

6. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe standalone financial statements 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 standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

7. 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 state of affairs (financial position) profit orloss (financial performance including other comprehensive income) changes in equity andcash flows of the Company in accordance with the accounting principles generally acceptedin India including the Ind AS specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; 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 standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

8. 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.

9. 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

10. 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 Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing we exerciseprofessional judgment and maintain professional scepticism throughout the audit. We also:

(a) 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.

(b) Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act 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.

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

(d) 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 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.

(e) 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.

12. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

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

OTHER MATTERS

15. The comparative financial information for the transition date opening balance sheetas at April 1 2017 prepared in accordance with Ind AS included in these standalonefinancial statements is based on the previously issued statutory financial statements forthe year ended March 31 2017 prepared in accordance with Accounting Standards prescribedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 (asamended). The standalone financial statements for the year ended March 31 2017 wereaudited by the predecessor auditor whose audit report dated May 26 201 7 expressed anunmodified opinion on those standalone financial statements. The standalone financialstatements for the year ended March 31 2017 have been adjusted for the differences in theaccounting principles adopted by the Company on transition to Ind AS. We have auditedthese adjustments made by the management. Our opinion is not modified in respect of thismatter.

16. Further the Company had prepared a separate set of standalone financial statementsfor the year ended March 31 2018 in accordance with Accounting Standards prescribed underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 (asamended) on which we issued our audit report dated May 30 2018. These standalonefinancial statements have been adjusted for the differences in the accounting principlesadopted by the Company on transition to Ind AS. We have audited these adjustments made bythe management. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act we report that the Company has paidremuneration to its directors during the year in accordance with the provisions of andlimits laid down under section 197 read with Schedule V to the Act.

18. As required by the Companies (Auditor's Report) Order 2016 (‘the Order')issued by the Central Government of India in terms of Section 143(11) of the Act we givein the Annexure A a statement on the matters specified in paragraphs 3 and 4 of theOrder.

19. Further to our comments in Annexure A as required by Section 143(3) of the Act wereport that:

(a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 standalone financial statements dealt with by this report are in agreement withthe books of account;

(d) in our opinion the aforesaid standalone financial statements comply with the IndAS specified under Section 133 of the Act;

(e) on the basis of the written representations received from the directors and takenon record by the Board of Directors none of the directors is disqualified as on March 312019 from being appointed as a director in terms of Section 164(2) of the Act;

(f) we have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as on March 31 2019 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated May 8 2019 as per Annexure B expressed unmodified opinion; and

(g) 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 as detailed in Note 51 to the standalone financial statements hasdisclosed the impact of pending litigations on its financial position as at March 312019;

(ii) t he Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses as at March 31 2019;

(iii) there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31 2019; and

(iv) the disclosure requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from November 8 2016 to December 30 201 6.Therefore these disclosures are not relevant to these standalone financial statements.Hence reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N50001 3

Lalit Kumar

Partner

Membership No.: 095256

Place: Noida

Date: May 8 2019

ANNEXURE A

Annexure A to the independent Auditor's Report of even date to the members of SatinCreditcare Network Limited on the standalone financial statements for the year ended 31March 2019

Based on the audit procedures performed for the purpose of reporting a true and fairview on the standalone financial statements of the Company and taking into considerationthe information and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

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

b) The Company has a regular program of physical verification of its fixed assets underwhich fixed assets are verified in a phased manner over a period of three years which inour opinion is reasonable having regard to the size of the Company and the nature of itsassets. In accordance with this program certain fixed assets were verified during theyear and no material discrepancies were noticed on such verification.

c) The title deeds of all the immovable properties (which are included under the head‘Property plant and equipment') are held in the name of the Company except for thefollowing properties which were transferred as a result of amalgamation of companies asstated in note 13 to the standalone financial statements wherein the tittle deeds are inthe name of the erstwhile company:

Nature of property Total number of cases Whether leasehold/freehold Gross block as on March 312019 (र in Lakhs) Net block on March 312019 (र in Lakhs) Remarks
Building 1 Freehold 292.00 164.65 The said property is in name of Satin Intellicomm Limited an erstwhile company merged with the Company

ii) The Company does not have any inventory. Accordingly the provisions of clause3(ii) of the Order are not applicable.

iii) The Company has granted secured and unsecured loans to companies covered in theregister maintained under Section 189 of the Act; and with respect to the same:

a) in our opinion the terms and conditions of grant of such loans are not prima facieprejudicial to the Company's interest.

b) the schedule of repayment of principal and payment of interest has been stipulatedand the repayment/receipts of the principal amount and the interest are regular;

c) there is no overdue amount in respect of loans granted to such companies.

iv) In our opinion the Company has complied with the provisions of Section 186 inrespect of investments and loans. Further in our opinion the Company has not enteredinto any transaction covered under Section 185 and Section 186 of the Act in respect ofguarantees and security.

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

vi) The Central Government has not specified maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company's services. Accordinglythe provisions of clause 3(vi) of the Order are not applicable.

vii) a) Undisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax duty of customs duty of excise value added tax cessand other material statutory dues as applicable have generally been regularly depositedto the appropriate authorities though there has been a slight delay in a few cases.Further no undisputed amounts payable in respect thereof were outstanding at the year-endfor a period of more than six months from the date they became payable.

b) The dues outstanding in respect of income-tax on account of dispute are as follows:Statement of Disputed Dues

Name of the statute Nature of dues Amount (र in Lakhs) Amount paid under protest (र in Lakhs) period to which the amount relates Forum where dispute is pending
Income-tax Act 1961 Income-tax 118.12 Nil Assessment year 2017-18 Additional Commissioner Income-tax

viii) The Company has not defaulted in repayment of loans or borrowings to any bank orfinancial institution or debenture holders during the year. The Company did not have anyoutstanding loans or borrowings payable to government during the year.

ix) During the year financial year ended March 31 2019 the Company did not raisemoneys by way of initial public offer or further public offer (including debtinstruments). In our opinion the term loans were applied for the purposes for which theloans were obtained.

x) No fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the period covered by our audit except for few instances ofmisappropriation of cash collected from customers and other forms of embezzlement of cashby the employees involving amounts aggregating र290.44 Lakhs. The Company has terminatedthe services of such employees and also initiated legal action against such employees. TheCompany has recovered र32.45 Lakhs from some employees.

xi) Managerial remuneration has been paid and provided by the Company in accordancewith the requisite approvals mandated by the provisions of Section 197 of the Act readwith Schedule V to the Act.

xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the standalone financial statements etc. as required by the applicable IndAS.

xiv) During the year the Company has not issued any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

xv) In our opinion the Company has not entered into any non-cash transactions with thedirectors or persons connected with them covered under Section 192 of the Act.

xvi) The Company is required to be registered under Section 45-IA of the Reserve Bankof India Act 1934 and such registration has been obtained by the Company.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001 076N/N500013

Lalit Kumar

Partner

Membership No.: 095256

Place: Noida

Date: May 8 2019

ANNEXURE B

Annexure B to the independent Auditor's Report of even date to the members of SatinCreditcare Network Limited on the standalone financial statements for the year ended 31March 2019

Independent Auditor's Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (‘the Act')

1. In conjunction with our audit of the standalone financial statements of SatinCreditcare Network Limited (‘the Company') as at and for the year ended 31 March2019 we have audited the internal financial controls over financial reporting ('IFCoFR')of the Company as at that date.

Management's Responsibility for Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (‘the Guidance Note') issued by the Institute of Chartered Accountants ofIndia ('ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of the Company's business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of IFCoFR and the Guidance Note issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate IFCoFR wereestablished and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the standalone financial statementswhether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of standalone financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's IFCoFR include those policies and procedures that (1) pertain tothe maintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and Directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the standalonefinancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that the IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such controls were operating effectivelyas at 31 March 2019 based on internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001 076N/N500013

Lalit Kumar

Partner

Membership No.: 095256

Place: Noida

Date: May 8 2019.