You are here » Home » Companies » Company Overview » Satyam Silk Mills Ltd

Satyam Silk Mills Ltd.

BSE: 503893 Sector: Financials
NSE: N.A. ISIN Code: INE07MC01015
BSE 05:30 | 01 Jan Satyam Silk Mills Ltd
NSE 05:30 | 01 Jan Satyam Silk Mills Ltd

Satyam Silk Mills Ltd. (SATYAMSILKMILL) - Auditors Report

Company auditors report

To the members of Satyam silk mills Limited Report on the audit of thefinancial statements

Opinion

We have audited the accompanying standalone financial statements ofSatyam silk mills Limited ("the Company") which comprise the Balance Sheet asat March 31 2020 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and the Statement of Cash Flows for the yearended on that date and a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as "the standalone financialstatements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2020the profit and total comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act(SAs). Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone financial statements.

Key audit matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Sr. Key Audit Matter

No.

1 Accuracy of recognition measurement presentation and disclosures ofrevenues and other related balances in view of adoption of Ind AS 115 "Revenue fromContracts with Customers" (new revenue accounting standard)

The application of the new revenue accounting standard involves certainkey judgements relating to identification of distinct performance obligationsdetermination of transaction price of the identified performance obligations theappropriateness of the basis used to measure revenue recognized over a period.Additionally new revenue accounting standard contains disclosures which involvescollation of information in respect of disaggregated revenue and periods over which theremaining performance obligations will be satisfied subsequent to the balance sheet date.

Refer to Notes to the Standalone Financial Statements

Auditor's Response

Principal Audit Procedures We assessed the Company's process toidentify the impact of adoption of the new revenue accounting standard.Our audit approachconsisted testing of the design and operating effectiveness of the internal controls andsubstantive testing as follows :

Evaluated the design of internal controls relating to implementation ofthe new revenue accounting standard.

Selected a sample of continuing and new contracts and tested theoperating effectiveness of the internal control relating to identification of thedistinct performance obligations and determination of transaction price. We carried out acombination of procedures involving enquiry and observation re-performance and inspectionof evidence in respect of operation of these controls.

Tested the relevant information technology systems' access and changemanagement controls relating to contracts and related information used in recording anddisclosing revenue in accordance with the new revenue accounting standard.

Selected a sample of continuing and new contracts and performed thefollowing procedures

- Read analysed and identified the distinct performance obligations inthese contracts. -Compared these performance obligations with that identified and recordedby the Company.

-Considered the terms of the contracts to determine the transactionprice including any variable consideration to verify the transaction price used to computerevenue and to test the basis of estimation of the variable consideration.

-Samples in respect of revenue recorded for time and material contractswere tested using a combination of approved time sheets including customer acceptancessubsequent invoicing and historical trend of collections and disputes.

-Sample of revenues disaggregated by type and service offerings wastested with the performance obligations specified in the underlying contracts.

-In respect of samples relating to fixed-price contracts progresstowards satisfaction of performance obligation used to compute recorded revenue wasverified with actual and estimated efforts from the time recording and budgeting systems.We also tested the access and change management controls relating to these systems.

-Sample of revenues disaggregated by type and service offerings wastested with the performance obligations specified in the underlying contracts.

-Performed analytical procedures for reasonableness of revenuesdisclosed by type and service offerings.

-We reviewed the collation of information and the logic of the reportgenerated from the budgeting system used to prepare the disclosure relating to the periodsover which the remaining performance obligations will be satisfied subsequent to thebalance sheet date.

2 Key Audit Matter

Accuracy of revenues and onerous obligations in respect of fixed-pricecontracts involves critical estimates

Estimated effort is a critical estimate to determine revenues andliability for onerous obligations. This estimate has a high inherent uncertainty as itrequires consideration of progress of the contract efforts incurred till date and effortsrequired to complete the remaining contract performance obligations.

Refer Notes to the Standalone Financial Statements.

Auditor's Response

Principal Audit Procedures

Our audit approach was a combination of test of internal controls andsubstantive procedures which included the following :

Evaluated the design of internal controls relating to recording ofefforts incurred and estimation of efforts required to complete the performanceobligations.

Tested the access and application controls pertaining to timerecording allocation and budgeting systems which prevents unauthorised changes torecording of efforts incurred. Selected a sample of contracts and through inspection ofevidence of performance of these controls tested the operating effectiveness of theinternal controls relating to efforts incurred and estimated.

Selected a sample of contracts and performed a retrospective review ofefforts incurred with estimated efforts to identify significant variations and verifywhether those variations have been considered in estimating the remaining efforts tocomplete the contract.

Reviewed a sample of contracts with unbilled revenues to identifypossible delays in achieving milestones which require change in estimated efforts tocomplete the remaining performance obligations.

Performed analytical procedures and test of details for reasonablenessof incurred and estimated efforts.

3. Key Audit Matter

Evaluation of uncertain tax positions

The Company has material uncertain tax positions including mattersunder dispute which involves significant judgment to determine the possible outcome ofthese disputes.

Refer Notes to the Standalone Financial Statements

Auditor's Response

Principal Audit Procedures

Obtained details of completed tax assessments and demands for the yearended March 31 2020 from management. We involved our internal experts to challenge themanagement's underlying assumptions in estimating the tax provision and the possibleoutcome of the disputes. Our internal experts also considered legal precedence and otherrulings in evaluating management's position on these uncertain tax positions.Additionally we considered the effect of new information in respect of uncertain taxpositions as at April 1 2018 to evaluate whether any change was required to management'sposition on these uncertainties.

4 Key Audit Matter

Recoverability of Indirect tax receivables

As at March 31 2020 non-current assets in respect of withholding taxand others includes

Cenvat recoverable amounting to Rs. cross which are pendingadjudication.

Refer Note to the Standalone Financial Statements.

Auditor's Response

Principal Audit Procedures

We have involved our interna! experts to review the nature of theamounts recoverable the sustainability and the likelihood of recoverability upon finalresolution.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for the preparation ofthe other information. The other information comprises the information included in theManagement Discussion and Analysis Board's Report including Annexures to Board's ReportBusiness Responsibility Report Corporate Governance and Shareholder's Information butdoes not include the standalone financial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statementsour responsibility 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 there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

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

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

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is

higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrols.

• Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

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

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of Section 143 of the Act we give in the Annexure a statement on the mattersspecified in paragraph 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 and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

(c) The balance sheet the statement of profit and loss(including totalcomprehensive income) and the cash flow statement dealt with by this Report are inagreement with the books of account;

(d) In our opinion the aforesaid Standalone Ind ASFinancial Statementscomply with the Accounting Standards specified under section 133 of the Act read withrelevant rules issued thereunder.

(e) On the basis of the written representations received from thedirectors as on 31 March 2018 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2018 from being appointed as a director in termsof Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in Annexure.

(g) 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 No impact of pending litigations on its financialposition in its Standalone lnd ASFinancial Statementsas referred to in Note no. 20 to thefinancial statements.

(ii) . The Company does not have long term contracts includingderivative contracts for which there were any material foreseeable losses.

For Joy Dalia & Company

Chartered Accountants Firm Reg. N0.104460W

Mumbai

Dated 21 July 2020

Annexure to the Independent Auditors' Report

With reference to the Annexure referred to in paragraph 1 in"Report on Other Legal and Regulatory Requirements" of the Independent Auditors'Report to the members of the Company on the financial statements for the year ended 31March 2020 we report that:

la) Thecompany has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

lb) As explained to us ail the assets have been physically verified bythe management during the year together with is a regular programe of verification whichin our opinion is reasonable having regard to the size of the company and the nature ofits assets. No material discrepancies were noticed on such verification.

lc) The title deeds of immoveable properties are held in the name ofthe company.

2. The Company is a service company primarily rendering leas ofimmovable properties. Accordingly it does not hold any physical inventories.

3. The Company has not granted any loans secured or unsecured tocompanies firms or other parties covered in the register maintained under Section 189 ofthe Act.

4. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provision u/s section 185 and 186 of theCompanies Act 2013 in respect of loans and investments made and guarantees andsecurities provided by it.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed the maintenance of costrecords under section 148(1) of the Act for any of the services rendered by the Company.

7 (a) According to the information and explanations given to us and onthe basis of our examination of the records of the Company amounts deducted / accrued inthe books of account in respect of undisputed statutory dues including Provident fund.Income tax Wealth tax Goods & value added tax and any other material statutory dueshave generally been regularly deposited during the year by the Company with theappropriate authorities. As explained to us the Company did not have any dues on accountof Employees' State Insurance Custom Duty and Excise duty. According to the informationand explanations given to us no undisputed amounts payable in respect of Provident FundIncome tax Wealth tax Goods & value added tax and other material statutory dueswere in arrears as at 31 March 2020 for a period of more than six months from the datethey became payable.

b) According to the information and explanations given to us there areno dues of Wealth tax Customs duty and Cess which have not been deposited with theappropriate authorities on account of any dispute.

8. The Company does not have funds from any financial institutionbank Government or dues to debenture holders.

9. The company has not raised moneys by way of initial public offer orfurther public offer (including debt instrument) and term loans

10 Based upon the audit procedures performed and according to theinformation and explanations given to us no fraud by the company or any fraud on thecompany by its officers or employees has been noticed or reported during the course of ouraudit that causes the financial statements to be materially misstated.

11) No Managerial remuneration has been paid or provided.

12) The company is not a Nidhi Company hence this clause is notapplicable.

13) Based upon the audit procedures performed and according to theinformation and explanations given to us no related transactions were reported.

14) The company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.

15) The company has not entered into any non-cash transactions withdirectors or persons connected with him.

16) The company is not required to be registered under section 45-IA ofthe Reserve Bank of India Act 1934.

ANNEXURE "A" TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 5(ii)(f) of our Report of even date to theMembers of Satyam silk mills Limited for the year ended 31st March 2020.

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 controls over financial reporting of Satyam silk millsLimitedas of 31st March 2018 in conjunction with our audit of the Standalone lnd ASfinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note")issued by the Institute of CharteredAccountants of India. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany'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 Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting and the Standards on Auditing issued by ICAI and deemed to be prescribed undersection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (l)Pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) Provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements In accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in ail material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2018 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India

For Joy Dalia & Company

Chartered Accountants Firm Reg. N0.104460W

joykrishna hasmukhlal Dalia

J.H. Dalia

PROPRIETOR Membership No.: 43863 Mumbai

Dated 21 July 2020

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2020

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

M/s. SATYAM SILK MILLS LIMITED

82 Maker Chambers III

Nariman Point

Mumbai-400 021.

I have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by M/s. SATYAM SILKMILLS LIMITED (hereinafter called "the Company") - CIN : L17110MH2004PTC030725.Secretarial Audit was conducted In a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books papers minutes formsand returns filed and other records maintained by the Company provided to meelectronically due the lockdown imposed by the Government to contain the spread of Coronavirus and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit I hereby report thatin my opinion the Company has during the period covering the financial year ended on 31stMarch 2020 (hereinafter referred to as "audit period") complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

l have examined the books papers minute books forms and returnsfiled and other records maintained by the Company for the financial year ended on 31stMarch 2020 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;the applicable provisions of the Companies Act 1956 and the rules made thereunder; - theCompany has appointed the key managerial personnel i.e. Whole-time Director ChiefFinancial Officer and Company Secretary during the year 2019-20.

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and therules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-iawsframed thereunder; The Company has since admitted its equity shares both on NSDL and CDSLvide ISIN INE07MC01015 on 04/05/2019. The Company's equity shares are partlydemateriatised.

(iv) Foreign Exchange Management Act 1999 and the rules andregulations made

thereunder to the extent of Foreign Direct Investment Overseas Directinvestment and

External Commercial Borrowings; - Not applicable to the Company sinceit has no

Foreign Direct Investment Overseas Direct investment and ExternalCommercial

Borrowings.

(v) The following Regulations and Guidelines prescribed under theSecurities and Exchange

Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisitionof Shares and Takeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009; -- Not applicable to the Company during theaudit period.

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and

Employee Stock Purchase Scheme) Guidelines 1999; - Not applicable tothe

Company since it has no Employee Stock Option Scheme / Employee StockPurchase Scheme.

(e) The Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations 2008; - Not applicable to the Company since it has notissued any debt securities.

(f) The Securities and Exchange Board of India (Registrars to an issueand Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing withclient;

(g) The Securities and Exchange Board of India (Delisting of EquityShares) Regulations 2009; - Not applicable to the Company during the audit period

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations

1998; -- Not applicable to the Company since it has not bought back any

securities during the audit period.

(i) The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2Q1S. BSE has imposed a fine of Rs.90000 plus GST @18% for non-compliance with of Regulation 6(1) of SEBI (LODR) Regulations 2015 with therequirement to appoint a qualified Company Secretary as the Compliance Officer till thequarter ended March 31 2019 which the Company has paid on May 30 2019. The Company hasappointed the key managerial personnel i.e. Whole-time Director Chief Financial Officerand Company Secretary during the year 2019-20.

I have also examined compliance with the applicable clauses of thefollowing:

(i) Secretarial Standards issued by The Institute of CompanySecretaries of India.

(ii) The Listing Agreements entered into by the Company with BSELimited (BSE).

During the audit period the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc. as mentioned above.

I further report that on an examination on a test check basis therelevant records and documents and having regard to the compliance management systemprevailing in the Company the Company has complied with the following laws applicablespecifically to the Company:

• Electricity Act 2003

• Maharashtra Rent Control Act 1999

I further report that

The Board of Directors of the Company is duly constituted withNon-Executive Directors and Independent Directors. The changes in the composition of theBoard of Directors that took place during the period under review were carried out incompliance with the provisions of the Act. The Company has no executive directors.

Adequate notice is given to all directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent at least seven days in advanceand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in theCompany commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.