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Shirpur Gold Refinery Ltd.

BSE: 512289 Sector: Metals & Mining
NSE: SHIRPUR-G ISIN Code: INE196B01016
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PREVIOUS CLOSE 7.16
VOLUME 1385
52-Week high 18.40
52-Week low 5.20
P/E
Mkt Cap.(Rs cr) 21
Buy Price 7.20
Buy Qty 85.00
Sell Price 7.21
Sell Qty 700.00
OPEN 7.41
CLOSE 7.16
VOLUME 1385
52-Week high 18.40
52-Week low 5.20
P/E
Mkt Cap.(Rs cr) 21
Buy Price 7.20
Buy Qty 85.00
Sell Price 7.21
Sell Qty 700.00

Shirpur Gold Refinery Ltd. (SHIRPUR-G) - Auditors Report

Company auditors report

The Members

SHIRPUR GOLD REFINERY LIMITED

1. Opinion

We have audited the accompanying standalone financial statements of Shirpur GoldRefinery Limited ("the Company") which comprise the Balance sheet as at 31stMarch 2019 the Statement of Profit and Loss (including Other comprehensive income) thestatement of changes in equity and the statement of Cash Flows for the year ended on thatdate and notes to the financial statements including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as "FinancialStatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended(Ind-AS) and other accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2019 its profit and total comprehensive incomechanges in equity and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013 ("the Act"). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the financial statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with the ethical requirements that are relevantto our audit of the financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI's Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe financial statements.

3. Key Audit Matters

Key Audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report:

Key audit matter Impairment of Assets
Criteria for disclosure as key Assessed the design implementation and operating effectiveness of key controls in respect of the Company's process of recognition of tax expense including deferred taxes.
Audit matter
Present status Audit approach
As per Ind-AS 36- Impairment of Assets for investments in subsidiary impairment has to be done when the carrying amount of such investment in the separate financial statement is higher than the carrying amount in the consolidated financial statements of the investee's net assets. We performed the following key audit procedures:
We have reviewed assumptions taken for projecting the future cash flows and the basis of criteria for the underlying preparation of these projections. Based on the representations provided to us by the management no impairment is required for the investments made in the subsidiary as at the end of the financial year. (Refer Note No. 3 of the Standalone Financial Statements).
The Company has long-term investments in a subsidiary aggregating Rs. 337.60 millions as at 31 March 2019. The Company records its long-term investments at cost less any provision for impairment loss. Changes in business environment could have a significant impact on the valuation of these investments. These long-term investments are tested for impairment periodically. If triggers of impairment exist the recoverable amounts of the investment in a subsidiary is adjusted for any impairment loss. The impairment loss is recognised in the statement of profit and loss. Refer note 1 (g) – significant accounting policy for impairment of investments

 

Key audit matter Taxes including provision for current
Criteria for disclosure as key Audit matter Tax and recognition of deferred tax Assessed the design implementation and operating effectiveness of key controls in respect of the Company's process of recognition of tax expense including deferred taxes;
Present status Audit approach
The Company has recorded Rs. 8.35 million of tax expense for the year ended 31 March 2019 and deferred tax upto year end is Rs. 461.31 million. The Company is subject to periodic tax challenges by tax authorities leading to protracted litigations. We performed the following key audit procedures:
As such accounting for taxes involves management judgment in developing estimates of tax exposures and contingencies in order to assess the adequacy of tax provision. Refer note 1(p) – significant accounting policy for income tax. Assessed and challenged the completeness of uncertain tax positions in conjunction with our internal tax specialists by considering changes to business and tax legislation through discussions with management and review of correspondence with authorities where relevant; Assessed and challenged the calculation for the current tax provision and the procedures performed to analyse movements including the rationale for any release increase or continued provision in the year; and
Assessed and challenged management's judgments with respect to probability of outflow arising out of litigation after considering the status of recent tax assessments audits and enquiries recent judicial pronouncements and judgments in similar matters developments in the tax environment and outcome of past litigations.
Key audit matter Amounts recoverable-claims receivables loans & advances given provision for expected credit losses and related balances
Criteria for disclosure as key Audit matter Assessed the credit period by the Company vis--vis customers insurance claims status and loans & advances given and management's assessment of realisability of such dues;
Present status Audit approach
Refer note 1(x) for significant accounting policy and note 48 for credit risk disclosers. Our audit procedures to address this key audit matter included but were not limited to the following:
Trade receivables and other amounts recoverable comprise a significant portion of the current financial assets of the Company. As at 31 March 2019 trade receivables (Refer Note No. 9) aggregate to Rs. 2795.07 millions and other amounts recoverable (Refer Note No. 14) aggregate to  Rs. 262.81 millions. In accordance with 109 the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss for financial assets. The Company has analysed trade receivables advances etc. considering ageing etc. and has come to the conclusion that there is no credit loss hence no estimation is done on the basis of ageing. a. We discussed with the management about the conditions leading to and their assessment of recoverability of dues from the parties and also referred to the available communications if any between them.
b. We referred to the aging of trade and other receivables and discussed the key balances to establish the management's assessment of recoverability of such dues.
c. We analysed the methodology used by the management and considered the credit and payment history of specific parties to determine the trend used for arriving at the expected credit loss if any.
Present status Audit approach
Other amount recoverable of  Rs. 262.81 millions include Advances to suppliers of materials Rs. 993.81 millions  Rs. 24.17 millions for claim lodged with the insurance company (Refer Note No. 52) pending since April 2015 for settlement. On the basis of such workings and negotiations with the insurance company the Company do not foresee any ECL for provisions to be made for doubtful or bad debts. Estimation of provisions and assessment of recoverability of amounts involves significant degree of judgement and evaluation basis for ongoing communications with the respective parties and is therefore considered as a key audit matter. d. We referred to the terms and conditions stipulated in the settlement arrangement with respect to amounts recoverable from vendors.
e. We have assessed the adequacy of disclosures made by the management in the financial statements to reflect the expected credit loss provision advances loan given trade and other receivables related balances (assets) pending reconciliation and confirmations from parties concerned. The probability of recovery of these loans and advances both trade and others and receivables and that there will not be default requires management judgment to ensure discloser of most appropriate values of assets.
Key audit matter Contingent liabilities
Criteria for disclosure as key Audit matter Level of judgment required relating to estimation and presentation of Contingent liabilities;
Present status Audit approach
Refer Note 34 of the standalone financial statements Disputed Direct Taxes Rs. 0.62 Millions. The management is of the opinion that tax cases will be decided in its favor and hence no provision is considered at this stage. Further Corporate Guarantee provided by the Company to its subsidiary and the extension of non-fund based SBLC credit facility as at 31st March 2019 in aggregate is  Rs. 743.59 Millions( consisting of SBLC limit of   Rs. 000 Millions and Corporate Guarantee of Rs. 743.59 Millions). The existence and probability of payments against these claims and the probability that the subsidiary will not default payments to Banks requires management judgment to ensure disclosure of most appropriate values of contingent liabilities. Our audit procedures included among others assessing the appropriateness of the management's judgment in estimating the contingent liabilities.
We have obtained details of pending cases and demands as at 31 March 2019 from the management. We assessed the completeness of the details of these claims through discussion with senior management personnel. We have also reviewed the outcome of the disputed cases pending at various forums. We have also assessed the appropriateness of presentation of the Corporate Guarantee and extension of the SBLC credit facilities which are of contingent nature and hence appears in the standalone financial statements as contingent liabilities

4. Information other than the standalone financial statements and Auditor'sReport thereon

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 financial statements and our auditor's report thereon. Our opinion on the financialstatements does not cover the other information and we do not express any form ofassurance conclusion thereon. In connection with our audit of the financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

5. 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 financial statements that givea true and fair view of the state of affairs (financial position) profit or loss(financial performance including total comprehensive income) changes in equity and cashflows of the Company in accordance with accounting principles generally accepted in Indiaincluding the specified under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of 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 financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

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

6. Auditor's Responsibilities for the Audit of the standalone financialstatements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these 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 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 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 explaining our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

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

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

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

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 financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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.

7. Report on Other Legal and Regulatory Requirements

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

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

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

c) The Balance Sheet the Statement of Profit and Loss including Other comprehensiveincome Statement of changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid financial statements comply with the Indian AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting (IFCoFR) of the Company and the operating effectiveness of such controls referto our separate report in "Annexure A". 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 the requirements of section 197(16) of the Act as amended;

The Company has paid or provided for any managerial remuneration during the year andsuch remuneration so paid is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company does not have any pending litigations which would impact its financialposition except as otherwise stated in Annexure to Independent Auditors' Report and NoteNo. 34 of Notes to financial statements;

ii. The Company did not have any material foreseeable losses on long term contractsincluding derivative contracts;

iii. There has been no amount required to be transferred to the Investor Education andProtection Fund since the same is not applicable to the Company; iv. the disclosurerequirements relating to holdings as well as dealings in specified bank notes wereapplicable for the period from 8 November 2016 to 30 December 2016 which are not relevantto these financial statements. Hence reporting under this clause is not applicable.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

For B S Sharma & Co.

Chartered Accountants

Firm Registration No. : 128249W

CA B S Sharma

Proprietor

Membership No. 031578

Place: Mumbai

Date: 18 May 2019

Annexure "A" to Independent Auditor's Report

(Referred to in para 7(1)(f) of the Independent Auditor's Report of even date to themembers of SHIRPUR GOLD REFINERY LIMITED on the Standalone Financial Statements for theyear ended 31 March 2019)

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

We have audited the internal financial controls over financial reporting of SHIRPURGOLD REFINERY LIMITED ("the Company") as at 31st March 2019 in conjunction withour audit of the Standalone Financial Statements of the Company for the year ended on thatdate.

1. 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 ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

2. Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects. Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internal financial controls system over financialreporting and their operating effectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding of internal financial controlsover financial reporting 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 judgment including theassessment of the risks of material misstatement of the financial statements whether dueto 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.

3. 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 (a) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (b) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (c) 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.

4. 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.

5. Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2019 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 B S Sharma & Co.

Chartered Accountants

Firm Registration No. : 128249W

CA B S Sharma

Proprietor

Membership No. 031578

Place: Mumbai

Date: 18 May 2019

Annexure "B" to Independent Auditors' Report

(Referred to in para 7(2) of the Independent Auditor's Report of even date to themembers of SHIRPUR GOLD REFINERY LIMITED on the Standalone Financial statements for theyear ended 31st March 2019)

i) Fixed Assets:

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 inphased manner designed to cover all the items during the year. In our opinion thisprogram and periodicity is reasonable having regard to the size of the company and thenature of its assets. In accordance with this program fixed assets have been physicallyverified by the Management during the year and as per the information and explanationsgiven records produced we observe that no material discrepancies were noticed on suchverification.

c) In our opinion and according to information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of freeholdimmovable property of land and building are held in the name of the Company.

ii) Inventory:

As per the information and explanations given the inventories have been physicallyverified by the Management at reasonable intervals during the year. In our opinion thefrequency and the procedure of such verification followed by the management is reasonableand adequate in relation to the size of the company and nature of its business. Thediscrepancies noticed on verification between the physical stocks and the book recordswere not material and accordingly dealt with in the books of account.

iii) Loans secured or unsecured granted covered under Section 189 of the Act:

According to the information and explanations given to us the Company has not grantedany secured or unsecured loans to companies firms Limited Liability Partnerships orother parties except to its wholly owned subsidiary covered in the Register maintainedunder Section 189 of the Act.

Accordingly paragraph 3(iii) of the Order is not applicable to the Company.

iv) Loan to directors investment and guarantees under Sections 185 and 186 of theAct:

In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loan and/or guarantees given and investments made as applicable. No security hasbeen provided.

v) Public Deposits:

In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public during the year in terms of theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and the rulesframed there under. Accordingly paragraph 3(v) of the Order is not applicable to theCompany.

vi) Cost Records:

According to information and explanation given to us the Central Government has notprescribed under sub-section (1) of section 148 the Act the maintenance of cost recordsunder the Companies (Cost Records and Audit) Rules 2014 hence paragraph (vi) this clauseis not applicable to the Company.

vii) Payment of statutory dues: a) According to the information and explanationsgiven to us and on the basis of our examination of the records of the Company undisputedstatutory dues including provident fund employees' state insurance income-tax Goods andService Tax (GST) sales-tax service tax duty of customs duty of excise value addedtax cess and material statutory dues have generally been regularly deposited during theyear with the appropriate authorities.

There are no undisputed amounts payable in respect of the aforesaid dues which were inarrears as at 31st March 2019 for a period of more than six months from the date theybecame payable. b) According to information and explanations given to us and the recordsof company examined by us there are no other dues of Income Tax or Sales Tax or ServiceTax or Goods and Service Tax (GST) or duty of Customs or duty of Excise or Value added taxwhich have not been deposited by the Company on account of disputes except for thefollowing

Disputed Liabilities under Income tax Act 1961:

Nature of Statute Amount Period to which the amount relate (Assessment Year) Forum where dispute is pending
(in Million)
Income Tax Act 1961 0.62 2001 – 02 Income Tax Appellate Tribunal Mumbai

viii) Default on dues of the financial institutions banks and government:

In our opinion and according to the information and explanations given to us and basedon the records of the Company the Company has not defaulted during the year in repaymentsof loans or borrowings to financial institutions banks and Government. The Company didnot have any outstanding debentures during the year.

ix) Application of term loans and public offers:

According to the information and explanation given to us the term loans have beenapplied by the Company during the year for the purposes for which they were obtained. TheCompany has not raised any money by way of initial public offer or further public offer(including debt instruments) during the year.

x) Frauds:

During the course of our examination of books of accounts and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud on the Company or by the Company noticed or reported duringthe year nor have been informed of such cases by the management.

xi) Managerial remuneration:

According to the information and explanations given to us and based on our examinationof the records of the Company the Company has paid/provided for managerial remunerationin accordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

xii) Nidhi Companies:

According to the information and explanations given to us the Company is not a NidhiCompany as prescribed under section 406 of the Act. Accordingly paragraph 3(xii) of theorder and the Nidhi Rules 2014 are not applicable.

xiii) Transactions with related parties:

According to the information and explanations given to us and based on our examinationof the records of the Company transactions with the related parties are in compliancewith Sections 177 and 188 of the Act where applicable. The details of such related partytransactions have been disclosed at Note No. 51 to the standalone financial statements asrequired under Accounting Standard (AS) 18 Related Party Disclosures specified underSection 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards)Rules 2015.

xiv) Preferential allotment or private placement of securities:

According to the information and explanations given to us and based on our examinationof the records of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

xv) Non-cash transactions with Directors:

According to the information and explanations given to us and based on our examinationof the records of the Company the Company has not entered into non-cash transactions withdirectors or persons connected with them. Accordingly paragraph 3(xv) of the Order is notapplicable to the Company.

xvi) Registration with Reserve Bank of India:

In our opinion and according to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company..

For B S Sharma & Co.

Chartered Accountants

Firm Registration No. : 128249W

CA B S Sharma

Proprietor

Membership No. 031578

Place: Mumbai

Date: 18 May 2019

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