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Share India Securities Ltd.

BSE: 540725 Sector: Financials
NSE: SHAREINDIA ISIN Code: INE932X01018
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OPEN 824.80
PREVIOUS CLOSE 817.60
VOLUME 930
52-Week high 930.80
52-Week low 107.05
P/E 24.38
Mkt Cap.(Rs cr) 2,612
Buy Price 817.70
Buy Qty 1.00
Sell Price 820.35
Sell Qty 1.00
OPEN 824.80
CLOSE 817.60
VOLUME 930
52-Week high 930.80
52-Week low 107.05
P/E 24.38
Mkt Cap.(Rs cr) 2,612
Buy Price 817.70
Buy Qty 1.00
Sell Price 820.35
Sell Qty 1.00

Share India Securities Ltd. (SHAREINDIA) - Auditors Report

Company auditors report

To

The members of

Share India Securities Limited

Report on the audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of SHARE INDIASECURITIES LIMITED ("the company") which comprise the Balance Sheet as at March31 2020 and the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Cash Flows for the year ended and notes to the Standalone financialStatements including a summary of significant accounting policies and other explanatoryinformation.

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 Act 2013 (the "Act") in the manner so required and give a true and fair viewin conformity with the Indian Accounting Standards prescribed under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended ("IndAS") and other accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2020 and its profit 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 the Institute of CharteredAccountants of India (ICAI) together with the ethical requirements that are relevant toour audit of the standalone financial statements under the provisions of the Act and theRules made there under and we have fulilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence obtained by us is sufficient and appropriate to provide a basis for ouraudit opinion or the standalone financial statements.

Key Audit Matters

Key audit matters ("KAM") are those matters that in our professionaljudgment were of most significance in our audit of the Standalone Ind ASfinancialstatements for the financial year ended March 31 2020. These matters were addressed inthe context of our audit of the Standalone Ind ASfinancial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.For each matter below our description of how our audit addressed the matter is providedin that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fuilled the responsibilities described in theAuditor's responsibilities for the audit of the Standalone Ind AS financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the Standalone Ind AS financial statements. The results ofaudit procedures performed by us and by other auditors of components not audited by us asreported by them in their audit reports furnished to us by the management including thoseprocedures performed to address the matters below provide the basis for our audit opinionon the accompanying Standalone Ind AS financial statements.

Key audit matters How our audit addressed the key audit matter
(a) Transition to Ind AS accounting framework (as described in note 47 of the Ind AS financial statements)
Refer note 2.1 for significant accounting policies and note 47 for reconciliation. As disclosed in note 2.1 to the financial statements the Company has adopted the Indian Accounting Standards notified under section 133 of the Companies Act 2013 read together with the Companies (Indian Accounting Standards) Our procedures in respect of the first time adoption of Ind AS framework included but were not limited to the following:
Design / controls
Rules 2015 (as amended) (‘Ind AS'); 1st April 2018 being the transition date and prepared the first set of financial statements under Ind AS framework in the current year. For periods up to and including the year ended March 31 2019 the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013 read together with paragraph 7 of the Companies (Accounts) Rules 2014 (‘previous GAAP'). Assessed the design implementation and operating effectiveness of key internal controls over management's evaluation of transition date choices and exemptions availed in line with the principles under Ind AS 101.
Substantive tests
This change in the financial reporting framework required an end-to-end evaluation of the potential impact on each component of the financial statement which involved significant efforts. This process also required the management to apply significant judgments to identify and elect appropriate accounting policies suitable for various transactions and balances relating to the operations of the Company including electing of available options for transition of balances as at the transition date from the previous GAAP to the new GAAP. Further the first time preparation of the Ind AS financial Evaluated the implementation of exemptions availed by the Company in accordance with the requirements of Ind AS 101 First Time Adoption of Indian Accounting Standards (Ind AS 101). Evaluated the accounting policies adopted by the Company on transition to Ind AS and assessed its appropriateness and the requirements of relevant accounting standards under the Ind AS framework. Assessed areas of significantestimates and management judgment in line with principles under Ind AS. Evaluated the appropriateness and adequacy of disclosures in financial statements.
(b) Litigation pertaining to direct tax matters
As disclosed in note 28 of the standalone Ind AS financials statements the Company has pending litigations on account of direct tax matters amounting to Rs. 8030825. Our audit procedures included the following: Obtained and read the list of direct tax assessment/ litigations for movements from previous periods;
The Management applies significant judgment in estimating the likelihood of the future outcome in each case based on its own past assessments judicial precedents and opinions of experts/legal counsels when considering whether and how much to provide or in determining the required disclosure for the potential exposure. Read the orders passed during the year; For appeals filed during the year read and assessed correspondence/grounds of appeal filed by the Company;
Due to inherent complexity and magnitude of potential exposures we regard this as key audit matter. Assessed opinions obtained by the management from independent tax experts/counsels; We have also involved our direct tax experts to evaluate management's assessment of possible outcome of disputes and;
Considered the disclosures in note 28 made in relation to these direct tax matter for compliance with disclosure requirements.
(c) IT systems and controls
Financial accounting and reporting processes especially in the financial services sector are fundamentally reliant on IT systems and IT controls to process significant transaction volumes hence we identified IT systems and controls over financial reporting as a key audit matter for the Company. We tested the design and operating effectiveness of the Company's IT access controls over the information systems that are important to financial reporting and various interfaces consiguration and other identified application controls.
Automated accounting procedures and IT environment controls which include IT governance general IT controls over program development and changes access to programs and data and IT operations are required to be designed and to operate effectively to ensure reliable financial reporting. We tested IT general controls (logical access changes management and aspects of IT operational controls). This included testing requests for access to systems were reviewed and authorized.
We tested the Company's periodic review of access rights. We also tested requests of changes to systems for approval and authorization. operating effectiveness ofconcerntain automated controls that were considered as key internal controls over financial reporting.
(d) Business combination - Acquisition of Total Securities Limited
The Company acquired 100% of the shares of Total Securities Limited (TSL) through Scheme of Amalgamation vide the NCLT order dated November 21 2019 and accounted for this acquisition as a business combination as per Ind AS 103 with effect from November 21 2019 by recognizing identifiable assets and liabilities (including contingent liabilities) acquired at fair value (refer note 48 to the standalone Ind AS financial statements). The procedures performed by the auditors as reported by them included the following: Reading the documents pertaining to the acquisition to understand the key terms and conditions of the acquisition;
The measurement of the identifiable assets and liabilities acquired at fair value is inherently judgmental. Assessing the competence capabilities and objectivity of the experts engaged by the Total Securities Limited and gaining an understanding of the work of the experts by reviewing the valuation reports;
In deriving the fair values of Assets and Liabilities we rely on the qualification and competence of the registered valuers being members of recognised professional bodies and found the methodology used to be in line with generally accepted market practices and the key assumptions used were within the range of market data. Reviewed and challenged the reasonableness of key assumptions purchase price allocation adjustments and the identification and valuation of acquired intangible assets based on our knowledge of the Company and the industry and;
Given the complexity and judgement involved in fair value measurements and magnitude of the acquisition made by the Share India Securities Limited this is a key audit matter. Accordingly opening balance sheet as at April 1 2018 comparative financial information for the year ended March 31 2019 and the accompanying standalone financial statements for the year ended March 31 2020 have been adjusted to account for the aforesaid merger.
(e) Revenue Recognition
Company has multiple income generating operations but majority of which have their origin from the Share Trading activities at Stock Exchange and Brokerage. Major revenue generating activities were Brokerage and the company's own Pro trading activities. Hence our prime focus was over the Brokerage Income and Pro trading activities since the management is involved themselves in such operations.
Accordingly in our audit process we focused over the internal control set up by the management and had to check the policies set up by the management for charging the commission from the clients.
To test whether the commission rates used to calculate commission revenue were consistent with the underlying agreements & evaluating the effect on the financial statements of recognizing commission revenue on trade date rather than on a settlement date basis.
Once the brokerage percentage is set then until the management decides to alter the percentage after negotiating with the client brokerage will be charged uniformly through automated processes placed through the software. Therefore we checked the automated procedure in the software and similarly tested the system generated reports.
Share India Securities Ltd likewise other stock broker companies provide the facilities of margin to the client depending upon the value of securities the client provides to the company.
Therefore to test the risk that the company undertakes while providing margin facility to the clients we tested the value of securities of the clients and focused on The VAR amount prescribed by the Exchange. To test how Share India Securities Limited generate and record revenue transaction throughout the transaction lifecycle and to ensure completeness of transactions.

Information other than the Standalone Financial Statements and Auditors Report Thereon

The Company's Board of Directors is responsible for other information. The otherInformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Chairman's Statement andShareholder's Information but does not include the standalone financial statements andour auditor's report thereon. The Board's Report including Annexures to Board's ReportChairman's Statement and Shareholder's Information is expected to be made available to usafter the date of this auditor's report.

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 course of our audit or otherwise appears to be materially misstated.

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 of the Company in accordance with the Ind AS andother accounting principles accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statement that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so. Those Board of Directors are also responsible foroverseeing the Company's financial reporting 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 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 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 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 Companyhas adequate internal financial controls system in place and the operating effectivenessof such controls.

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

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material unconcerntaintyexists 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 unconcerntaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the standalone financial statements or if such disclosures are inadequateto modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the 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.

Other Matters

The comparative financial information of the Company for the year ended March 31 2020included in these standalone financial statements have been prepared after adjustingpreviously issued standalone financial statements prepared in accordance with theCompanies (Accounting Standards) Rules 2006 to comply with Ind AS. These adjustments havebeen audited by us.

The transition date opening balance sheet as at 1st April 2018 included in thesestandalone financial statements have been prepared after adjusting previously issued thestandalone financial statements prepared in accordance with the Companies (AccountingStandards) Rules 2006 to comply with Ind AS. Our opinion on the standalone financialstatements is not modified in respect of the above matters on the comparative financialinformation.

Report on Other Legal and Regulatory Requirements

1. 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.

2. As required by The Companies (Auditors Report) order 2016 the order issued byCentral government of India in terms of sub section (11) of section 143 of the Act wegive in the "Annexure-A" a statement the matters specified in paragraph3 and 4 of the said Order.

3. As required by Section 143(3) of the Act based on our audit we report to theextent applicable 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 Standalone Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Cash Flows dealt with by this Report are inagreement 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 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 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 B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

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 28 to the standalone financial statements hasdisclosed the impact of pending litigations on its financial position as at March 312020; ii. The company does not have any long-term contracts but has made requisiteprovision for derivative contracts under the applicable law or accounting Standards forany foreseeable losses if any;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

FOR M/s SVP AND ASSOCIATES
CHARTERED ACCOUNTANTS
FRN: 003838N
CA. SUDARSHAN KUMAR
(PARTNER) M. No. 089797
UDIN: 20089797AAAACI4097
Place: New Delhi
Date: July 17 2020

Annexure-A to the Independent Auditor's Report

of Even Date on the Standalone Financial Statements of SHARE INDIA SECURITIES LIMITED

A statement as required on the matter specified in the paragraph 3 & 4 of TheCompanies (Auditors Report) Order 2016 the order issued by Central government of India interms of sub section (11) of section 143 of the Act

(i) (a) The company has maintained proper records showing full particulars Includingquantitative details & situation of its fixed assets.

(b) All the assets have been physically verified by the management during the yearwhich in our opinion is reasonable having regard to the size of the company & thenature of its assets. No discrepancy was noticed on such verification

(c) According to the information and explanations given to us the records examined byus and based on the examination of the conveyance deeds/registered sale deed provided tous we report that the title deeds comprising all the immovable properties of land andbuildings are held in the name of the company as at the balance sheet date.

(ii) The Securities held as stock in trade in dematerialized form have been verifiedbythe management with the statement of holdings provided by Central depository ServicesLimited (CDSL) at reasonable intervals during the year. The Company also has stock ofcommodity which have been physically verified by the management during the year. In ouropinion the frequency of verification is reasonable. No discrepancies were noticed inrespect of securities verified as compared to book records.

(iii) According to the information & explanation given to us & based on auditprocedures conducted by us the Company has granted loans to three parties covered in theregister maintained under section 189 of the Companies Act 2013 (‘the Act').

a) In our opinion the rate of interest and other terms and conditions on which theloans had been granted to these parties are not prima facie prejudicial to the interestof the Company.

b) In our opinion schedule of repayment of principal has been stipulated andrepayments and receipts are regular as per stipulations.

c) There are no overdue amounts for more than 90 days in respect of the loan granted toparty listed in the register maintained under section 189 of the Act.

(iv) According to the information & explanation given to us and based on the auditprocedure conducted by us we are of the opinion that company has complied with theprovisions of Section 185 and 186 if the companies Act 2013 in respect of loaninvestments guarantees & securities.

(v) The company has not accepted any deposit from public during the year within themeanings of sections 73 to 76 of the Act or any other relevant provision of the CompaniesAct 2013 and rules made there under.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records u/s 148 of the Act in respect ofservices carried out by the company.

(vii) (a) The company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund Employees State Insurance Income Tax Sales-TaxGoods and Service Tax duty of customs Duty of Excise Value Added Tax Cess & anyother statutory dues applicable to it & there are no undisputed dues outstanding as onMarch 31 2020 for a period of more than six months from the date they became payable.

(b) According to the information & explanations given to us and based on the auditprocedure conducted by us we are of the opinion that there were no dues of Income TaxSales Tax or Goods and Service Tax or Duty of customs or Duty of excise or Value Added Taxthat have not been deposited on account of any dispute except of following.

Nature of Statute Nature of Dues Amount (in `) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 6848210/- AY 2009-10 Assessing Of concern
Income Tax Act 1961 Income Tax 914245/- AY 2008-09 Assessing Of concern
Income Tax Act 1961 Income Tax 268370/- AY 2015-16 Assessing Of concern

(viii) In our opinion & according to the information & explanation given to usand based on the audit procedure conducted by us the company has not defaulted in therepayment of Loans or Borrowings from banks or Financial Institution. The company has nottaken any loan from Government nor issued any debenture.

(ix) In our opinion & according to the information & explanation given to usthe company has utilized the term loan for the purpose for which it has been obtained andthe company has not made any public offer during the year.

(x) To the best of our knowledge and according to the information & explanationsgiven to us no fraud by the company or no fraud on the company by its of concern oremployees 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 Act.

(xii) The company is not a Nidhi Company; as such the clause is not applicable.

(xiii) In our opinion and according to the information & explanation given to usthe company is in compliance with section 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) The company has not made any preferential allotment/ private placement of sharesor partly Convertible debenture during the year under review.

(xv) According to the information and explanation given to us and based on the auditprocedure conducted by us we are of the opinion that the company has not entered into anyNon-cash transaction with directors or persons connected with him.

(xvi) As the information & explanation given to us and in our opinion the companyis not required to be registered u/s 45 IA of the Reserve Bank of India Act 1934.

FOR M/s SVP AND ASSOCIATES
CHARTERED ACCOUNTANTS
FRN: 003838N
CA. SUDARSHAN KUMAR
(PARTNER)
M. No. 089797
UDIN: 20089797AAAACI4097
Place: New Delhi
Date: July 17 2020

Annexure-B to the Independent Auditor's Report of Even Date on the Standalone FinancialStatements of SHARE INDIA SECURITIES LIMITED

Report on the Internal Financial Controls under clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("The Act")

To

The Members of

SHARE INDIA SECURITIES LIMITED

We have audited the internal financial controls over financial reporting of SHAREINDIA SECURITIES LIMITED as of March 31 2020 in conjunction with our audit ofthe Standalone financial 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 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.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement 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 of records that in reasonable detail accurately andfairly reject the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 the Company has in all material aspects an adequate internalfinancial controls system over financial reporting and such financial controls overfinancial reporting were operating effectively as at March 31 2020 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

FOR M/s SVP AND ASSOCIATES
CHARTERED ACCOUNTANTS
FRN: 003838N
CA. SUDARSHAN KUMAR
(PARTNER)
M. No. 089797
UDIN: 20089797AAAACI4097
Place: New Delhi
Date: July 17 2020

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