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Shoppers Stop Ltd.

BSE: 532638 Sector: Industrials
NSE: SHOPERSTOP ISIN Code: INE498B01024
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OPEN 355.00
PREVIOUS CLOSE 337.05
VOLUME 4633
52-Week high 408.70
52-Week low 172.25
P/E
Mkt Cap.(Rs cr) 3,653
Buy Price 0.00
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Sell Price 0.00
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OPEN 355.00
CLOSE 337.05
VOLUME 4633
52-Week high 408.70
52-Week low 172.25
P/E
Mkt Cap.(Rs cr) 3,653
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shoppers Stop Ltd. (SHOPERSTOP) - Auditors Report

Company auditors report

To the Members of

Shoppers Stop Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements ofShoppers Stop Limited ("the Company") which comprise the Balance sheet as at 31March 2021 the Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and notes to the standalone financial statements including a summaryof significant accounting policies and other explanatory information.

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 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31March 2021 its loss including other comprehensive income its cash flows and the changesin equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the‘Auditor's Responsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics' issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Emphasis of Matters

1. Litigation

We draw attention to Note 30 to the standalone Ind AS financialstatements which describes the uncertainty related to the outcome of the appeal filedbefore the Supreme Court regarding non provision of retrospective levy of service tax forthe period from 1 June 2007 to 31 March 2010 on renting of immovable properties given forcommercial use aggregating to ` 16.60 Crores.

2. COVID

We draw attention to Note 41 to the standalone IND AS financialstatements which describes management's assessment of the impact of the COVID-19pandemic on the operations of the Company.

Our opinion is not modified in respect of the above matters.

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 for thefinancial year ended 31 March 2021. These matters were addressed in the context of ouraudit of the standalone financial statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters. For each matter belowour description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the standalone financialstatements section of our report including in relation to these matters. Accordingly ouraudit included the performance of procedures designed to respond to our assessment of therisks of material misstatement of the standalone financial statements. The results of ouraudit procedures including the procedures performed to address the matters below providethe basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters How our audit addressed the key audit matter
(a) Allowance for Inventory obsolescence and shrinkage (as described in Note 2.4 of the standalone Ind AS financial statements)
As at 31 March 2021 the carrying amount of inventories amounted to ` 847.19 Crores after considering allowance for Inventory obsolescence and shrinkage of ` 34.62 Crores. These inventories are held at the stores and distribution Centers of the Company. Our procedures over allowance for Inventory obsolescence and shrinkage included the following:
• We obtained an understanding evaluated the design and tested the operating effectiveness of controls that the Company has in relation to allowance for inventory obsolescence and shrinkage;
Allowance for Inventory obsolescence and shrinkage was an audit focus area since inventory cycle counts were carried out during the year at periodic intervals and further significant judgement is involved in identifying the amount of provision for shrinkages. In addition the Company also makes specific provisions for obsolescence as per its policy. • We performed testing on the Company's controls over the inventory cycle count process. In testing these controls we observed the inventory cycle count process at selected store and distribution centers on a sample basis inspected the results of the inventory cycle count and confirmed variances were accounted for and approved by management;
• We tested the accuracy of the aging report of inventories. On a sample basis we agreed the purchase date recorded in the inventory ageing report to the supplier invoice obtained inventory provision calculation from the Company and re-performed the calculation of the inventory provision as per the policy of the Company;
• We assessed the Company's disclosures concerning this in Note 2A on significant accounting estimates and judgements and Note 9 Inventories to the financial statements.
Revenue recognition – Point award (Loyalty) schemes (as described in the Accounting Policies in Note 2.3 to the Financial Statements)
The Company's revenue recognition policy requires the management to make assumptions about expected redemption of Point award (Loyalty) schemes to the total issued points based on historical trends in determining the reported revenue for the period. Our audit procedures in respect of the Provision for liability on account of Point award (Loyalty) schemes accrued to customers included the following:
• We obtained an understanding evaluated the design and tested the operating effectiveness of controls that the Company has in relation to provision for Point award (Loyalty) schemes accrued to the customers;
• For the key assumptions used in the Point award (Loyalty) schemes provisions we reviewed the historic rates of redemption and compared these to the managements ‘estimate;
We focused on this area for the estimate involved in determining the provisioning and the amounts involved are material. (` 33.35 Crores as at 31 March 2021).
• We assessed the methodology applied by comparing the outstanding points from the system generated reports and recomputed the liability as per historic rates and management estimate of redemption;
• We also assessed the Company's disclosures concerning this in Note 2A on significant accounting estimates and judgements and Note 20 Retail sale of Merchandise to the financial statements.
Impairment Evaluation of Investment and inter corporate Deposit in Crossword Bookstores Limited (as described in Note 2.6.1 of the standalone Ind AS financial statements)
The Company has gross investment amounting to ` 35.06 crores and inter-corporate deposit (ICD) amounting to ` 33.66 Crores as at 31 March 2021 in its subsidiary Crossword Bookstores Limited. This subsidiary has had continued losses which provides an indicator for impairment in the investment. Our audit procedures in respect of impairment evaluation of Investment and ICD in Crossword Bookstores Limited included the following:
• We obtained an understanding evaluated the design and tested the operating effectiveness of controls over the assessment of investment to determine whether any impairment was required;
Management has used external specialists to support the recoverable amounts of its Investment based on value-in-use computation after taking into consideration potential impact of COVID-19 basis which the Company has taken impairment of ` 15.06 Crores (PY ` 20 Crores) on its investment in subsidiary and ` 7.34 Crores (PY ` Nil) on its ICD to subsidiary Crossword Bookstores Limited. • We assess the appropriateness of the Company's valuation methodology applied in determining the recoverable amount. In making this assessment we evaluate the objectivity and independence of Company's specialists involved in the process;
• We involved valuation expert to assist in evaluating the assumptions around the key drivers of the cash flow forecasts including discount rates expected growth rates and terminal growth rates used;
• We evaluated the sensitivity in the valuation resulting from changes to key assumptions applied and compared the assumptions to corroborating information historic performance local economic developments and industry outlook.
We focused this area because of the judgmental factors involved which led to impairment of the investment.
• We obtained and read the audited financial statements of the Subsidiary Crossword to determine the net worth cash flows and other financial indicators
• We also assessed the Company's disclosures concerning this in Note 2A on significant accounting estimates and judgements Note 4 of investments and Note 5 of loans to the financial statements.
IND AS 116 – Leases (Accounting for rent concession arrangements) (as described in Note 2.10 of the Standalone IND AS Financial Statements)
As at 31 March 2021 the Company has ` 1209.60 Crores of Right of use (RoU) assets and ` 1911.57 Crores of Lease liabilities recognised under Ind AS 116 pertaining to the premises leased by the Company. Our audit procedures included the following:
• Assessed the Company's accounting policy with respect to recognition of leases and for assessing compliance with Ind AS 116 including accounting for rent concession arrangements.
During the year considering the impact of COVID-19 pandemic on its business. the Company negotiated rent concessions with its lessors for its retail outlets across malls high street stores and other leased premises. • Obtained an understanding evaluated the design and tested the operating effectiveness of controls that the Company has in relation to accounting of rent concession arrangements under Ind AS 116.
• Tested on a sample basis the rent concessions accounted by the Company to agreed rent concession arrangements/ underlying documents calculations and assessed the terms of the same against the requirements of the practical expedient under Ind AS 116.
The Ministry of Corporate Affairs vide notification dated 24 July 2020 issued an amendment to Ind AS 116 - Leases by inserting a practical expedient w.r.t. "Covid-19-Related Rent Concessions" effective from the period beginning on or after 01 April 2020.
• Assessed the Company's disclosures made in accordance with the requirements of Ind AS 116 in this matter.
Pursuant to the above amendment the Company has applied the practical expedient with effect from 01 April 2020. Accordingly the Company accounted unconditional rent concessions of ` 174.09 Crores during the year in "Other income" in the Standalone Statement of Profit and Loss.
Accounting of rent concessions pursuant to amendment to Ind AS 116 is considered as a key audit matter considering the number of lease arrangements the assessment of whether individual rent concession arrangements meet the criteria of the practical expedient under Ind AS 116 and the amounts involved.

Information Other than the Financial Statements and Auditor'sReport Thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the corporate governance report anddirector's report but does not include the standalone financial statements and ourauditor's report thereon which we obtained prior to the date of this auditor'sreport.

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 whethersuch other 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.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; andthe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

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.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

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 the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Companyhas adequate internal financial controls with reference to financial statements in placeand the operating effectiveness of such 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 concernbasis 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 financial statements or if such disclosures are inadequate tomodify 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 theCompany to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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 for the financial year ended 31 March 2021 and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

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 1" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that: (a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge 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 the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on 31March 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 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 with reference tothese standalone financial statements and the operating effectiveness of such controlsrefer to our separate Report in "Annexure 2" to this report;

(g) In our opinion and to the best of our information and according to theexplanations given to us the contractual remuneration paid to the Managing Director forthe year ended 31 March 2021 is in excess of the limits applicable under section 197 ofthe Act read with Schedule V thereto by ` 1.03 Crores. The Company is in process ofobtaining approval from shareholders for such excess remuneration paid.

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

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements – Refer Note 29 to the standalonefinancial statements;

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

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Vijay Maniar
Partner
Membership Number: 36738
UDIN: 21036738AAAADR3901
Mumbai: May 21 2021

Annexure 1

Referred to in paragraph 1 under the heading "Report on OtherLegal and Regulatory Requirements" of our report of even date.

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment.

(b) All fixed assets have not been physically verified by the management during theyear but there is a regular programme of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given by the management there are noimmovable properties included in property plant and equipment of the Company andaccordingly the requirements under paragraph 3(i)(c) of the Order are not applicable tothe Company.

(ii) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification.

(iii) (a) The Company has granted loans to three companies covered in the registermaintained under Section 189 of the Companies Act 2013. In our opinion and according tothe information and explanations given to us the terms and conditions of the grant ofsuch loans are not prejudicial to the Company's interest.

(b) The Company has granted loans that are re- payable on demand to three companiescovered in the register maintained under Section 189 of the Companies Act 2013. We areinformed that the Company has not demanded repayment of any such loan during the year andthus there has been no default on the part of parties to whom the money has been lent.The payment of interest has been regular for two companies.

Loan given in an earlier year to one of the Company has been fully provided for and nointerest has been received. Further loan given to another company has been partiallyimpaired.

(c) There are no amounts of loans granted to companies firms or other parties listedin the register maintained under Section 189 of the Companies Act 2013 which are overduefor more than ninety days.

(iv) In our opinion and according to the information and explanations given to usprovisions of Section 185 and 186 of the Companies Act 2013 in respect of loans todirectors including entities in which they are interested and in respect of loans andadvances given investments made and guarantees and securities given have been compliedwith by the Company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under clause 148(1) of the Act for theproducts/services of the Company.

(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax goods and service tax cess and other statutory dues have generallybeen regularly deposited with the appropriate authorities though there has been a slightdelay in a few cases.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax goodsand service tax cess and other statutory dues were outstanding at the year end for aperiod of more than six months from the date they became payable.

(c) According to the records of the Company the dues of income-tax sales-tax servicetax duty of custom value added tax goods and service tax and cess on account of anydispute are as follows:

Name of the statute Nature of the dues Amount* (` in crores) Period to which the amount relates Forum where the dispute is pending
The Income Tax Act 1961 TDS 212.08 2011-12 2012-13 2013-14 2014-15 2016-17 2017-18 2018-19 Commissioner of Income Tax (Appeals)
The Income Tax Act 1961 Disallowance u/s 14A and other matters 16.12 2012-13 2015-16 2016-17 2017-18 2018-19 Commissioner of Income Tax (Appeals)
The Income Tax Act 1961 Short Credit of TDS 0.07 2012-13 Commissioner of Income Tax
The Customs Act 1962 Duty of Customs 0.43 2007-08 to 2011-12 Appellate Authority – Tribunal Level
Goods and Service Tax 2017 GST 0.34 July 17-March 18 GST Appellate Authority
Maharashtra VAT VAT 4.75 2015-16 and 2016-17 Deputy Commissioner

 

*Net Amounts paid

(viii) Based on our audit procedures performed for the purpose of reporting the trueand fair view of financial statements and according to information and explanations givenby the Management we are of the opinion that the Company has not defaulted in repaymentof dues to a financial institution bank or debenture holders. The Company has not takenany loans or borrowings from the Government.

(ix) In our opinion and according to the information and explanations given by themanagement and audit procedures performed by us the Company has utilised the moniesraised by way of public offer in the nature of Rights Issue and term loans for the purposefor which they were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no material fraud onthe Company by the officers and employees of the Company has been noticed or reportedduring the year.

(xi) According to the information and explanation given by the management and auditprocedures performed by us we report that remuneration of the Managing Director for theyear ended 31 March 2021 is in excess of the limits applicable under section 197 of theAct read with Schedule V thereto by ` 1.03 Crores. We are informed by the managementthat it proposes to obtain approval of the shareholders in a general meeting by way of aspecial resolution.

(xii) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and according to the information andexplanations given by the management transactions with the related parties are incompliance with section 177 and 188 of Act where applicable and the details have beendisclosed in the Notes to the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe Company and not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of Act.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Vijay Maniar
Partner
Membership Number: 36738
UDIN: 21036738AAAADR3901
Mumbai: May 21 2021

Annexure 2

To the Independent Auditor's Report of Even Date on the StandaloneFinancial Statements of Shoppers Stop Limited

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Shoppers Stop Limited ("the Company") as of 31 March 2021 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 issued by the Institute of Chartered Accountants of India. 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 the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting with reference to these standalonefinancial statements based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing as specified under section143(10) of the Act to the extent 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 with reference to these standalone financial statementswas established and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls over financial reporting with reference tothese standalone

financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these standalonefinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue 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 internal financial controlsover financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting WithReference to these Financial Statements

A company's internal financial control over financial reportingwith reference to these standalone financial statements is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financialreporting with reference to these standalone financial statements includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordancewithauthorisationsofmanagementanddirectors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting With Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone financial statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to these standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has maintained in all material respectsadequate internal financial controls over financial reporting with reference to thesestandalone financial statements and such internal financial controls over financialreporting with reference to these standalone financial statements were operatingeffectively as at 31 March 2021 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Vijay Maniar
Partner
Membership Number: 36738
UDIN: 21036738AAAADR3901
Mumbai: May 21 2021

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