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T.V. Today Network Ltd.

BSE: 532515 Sector: Media
NSE: TVTODAY ISIN Code: INE038F01029
BSE 00:00 | 16 Aug 277.65 -0.80
(-0.29%)
OPEN

285.25

HIGH

285.25

LOW

276.50

NSE 00:00 | 16 Aug 277.25 -2.40
(-0.86%)
OPEN

280.20

HIGH

281.90

LOW

276.40

OPEN 285.25
PREVIOUS CLOSE 278.45
VOLUME 2164
52-Week high 460.00
52-Week low 236.00
P/E 9.23
Mkt Cap.(Rs cr) 1,656
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 285.25
CLOSE 278.45
VOLUME 2164
52-Week high 460.00
52-Week low 236.00
P/E 9.23
Mkt Cap.(Rs cr) 1,656
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

T.V. Today Network Ltd. (TVTODAY) - Auditors Report

Company auditors report

TO THE MEMBERS OF T.V. TODAY NETWORK LIMITED

REPORT ON THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

OPINION_

We have audited the accompanying standalone Ind AS financial statements of T.V. TodayNetwork Limited ("the Company") which comprise the Balance sheet as at March31 2022 the Statement of Profit and Loss including the statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 as amended ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022its profit including other comprehensive income its cash flows and the changes in equityfor the year ended on that date.

BASIS FOR OPINION _

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the ‘Auditor'sResponsibilities for the Audit of the standalone Ind AS Financial Statements' section ofour report. We are independent of the Company in accordance with the ‘Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone Ind AS financial statements.

KEY AUDIT MATTERS _

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements for the financialyear ended March 31 2022. These matters were addressed in the context of our audit of thestandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For matter below our descriptionof how our audit addressed the matter is provided in that context. We have determined thematter described below to be the key audit matter to be communicated in our report. Wehave fulfilled the responsibilities described in the Auditor's responsibilities for theaudit of the standalone Ind AS financial statements section of our report including inrelation to this matter. Accordingly our audit included the performance of proceduresdesigned to respond to our assessment of the risks of material misstatement of thestandalone Ind AS financial statements.

The results of our audit procedures including the procedures performed to address thematter below provide the basis for our audit opinion on the accompanying standalone IndAS financial statements.

Key audit matter How our audit addressed the key audit matter
Valuation of Radio business (refer note 2 and note 5 of the standalone Ind AS financial statements)
The Company operates 3 radio stations in Delhi Mumbai and Kolkata. The Company has paid Rs71.37 crore pursuant to Grant of Permission Agreement ("the Agreement") dated May 23 2017 signed between Our audit procedures to assess management's evaluation w.r.t. valuation of Radio business included the following:
Ministry of Information & Broadcasting ("MIB") Government of India and the Company for operating FM Radio Broadcasting Service. This was capitalized as License fee under Intangible assets and amortized over the license period. Gained understanding of the methodologies used by the external _ valuer and by management to estimate value of Radio business
Evaluated _ the external valuer's competence capabilities and objectivity
As a process the management of the Company performs impairment testing of Radio business on annual basis. The management concluded that the valuation of Radio business is higher than carrying value of License fee therefore no impairment provision is required. Checked on a sample basis the accuracy and appropriateness of _ the input data provided by management to the external valuer such as historical performance
This conclusion is dependent upon significant management judgements and estimations including in respect of: Considered _ the appropriateness of the value estimated by the external valuer based on our knowledge of the business and industry
estimated _ future cash flows Terminal values and discount rates applied to future cash flows and Assessed the key assumptions and input data used by management _ to estimate values in use based on our knowledge of the business and industry
valuation of Radio business provided by an external valuer; _ and therefore is subject to an inherent risk of error. Considered the potential impact of reasonably possible downside _ changes in these key assumptions
We have identified valuation of Radio business as a key audit matter in view of the significant judgements and estimates involved. Involved _ a specialist in testing the valuation of business and compared the results to management's results

OTHER INFORMATION _

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does notinclude the standalone Ind AS financial statements and our auditor's reportthereon. Our opinion on the standalone Ind AS 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 Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether suchother 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 ofthis other information we are required to report that fact. We have nothing toreport in this regard.

RESPONSIBILITIES OF MANAGEMENT FOR THE _ STANDALONE IND AS 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 Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone Ind AS 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 for overseeing the Company's financialreporting process.

AUDITOR'S RESPONSIBILITIES FOR THE_ AUDIT OF THE STANDALONE IND AS

FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial 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 canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also: l__ Identify andassess the risks of material misstatement of the standalone Ind AS financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control. l__ Obtainan understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) ofthe Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

l__ Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management. l__ Conclude onthe appropriateness of management's use of the going concern basis of accounting andbased on the audit evidence obtained whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company's ability to continueas a going concern. If we conclude that a material uncertainty exists we are required todraw attention in our auditor's report to the related disclosures in the financialstatements or if such disclosures are inadequate to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date of our auditor's report. Howeverfuture events or conditions may cause the Company to cease to continue as a going concern.l__ Evaluate the overall presentation structure and content of the standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation. We communicate with those charged with governance regardingamong other matters the planned scope and timing of the audit and significant auditfindings including any significant deficiencies in internal control that we identifyduring our audit.

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

From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the standalone Ind ASfinancial statements for the financial year ended March 31 2022 and are thereforethe key audit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY _ REQUIREMENTS

1. As required by the Companies (Auditor's Order 2020 ("the Order") issuedby the Central Government of India in terms of sub-section (11) of section 143 of the Actwe give in the "Annexure I" a statement on the matters specified in paragraphs 3and 4 of the Order.

2. As required by Section 143(3) of the Act 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) TheBalanceSheettheStatementofProfitandLoss including the Statement of OtherComprehensive Income the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 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 with reference tothese standalone Ind AS financial statements and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure II" to this report;

(g) In our opinion the managerial remuneration for the year ended March 31 2022 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act; and

(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 Ind AS financial statements – Refer Note 34 to thestandalone Ind AS financial statements;

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

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

iv. a) The management has represented that to the best of its knowledge and belief nofunds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries")or provide any guarantee security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person(s) or entity(ies) includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures that were considered reasonable and appropriate inthe circumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the samedeclared for the previous year is in accordance with section 123 of the Act to the extentit applies to payment of dividend.

As stated in note 48 to the standalone financial statements the Board ofDirectors of the Company have proposed final dividend for the year which is subject to theapproval of the members at the ensuing Annual General Meeting. The amount ofdividend declared is in accordance with section 123 of the Act to the extent it applies todeclaration of dividend.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Yogesh Midha
Partner
Membership Number: 094941
UDIN: 22094941AIVCOI1475
Place of Signature: New Delhi
Date: May 12 2022

ANNEXURE I REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL ANDREGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

Re: T.V. Today Network Limited (‘the Company')

In terms of the information and explanations sought by us and given by the company andthe books of account and records examined by us in the normal course of audit and to thebest of our knowledge and belief we state that: (i) (a) The Company has maintained properrecords showing full particulars including quantitative details and situation of fixedassets.

(b) Property Plant and Equipment have been physically verified by the managementduring the year in accordance with the regular programme of verifying them in phasedmanner which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets.

No material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties (other than properties where the Company isthe lessee and the lease agreements are duly executed in favor of the lessee) disclosed innote 3 to the financial statements included in property plant and equipment are held inthe name of the Company. Certain title deeds of the immovable properties in the nature ofinvestment properties as indicated below which were acquired pursuant to a Scheme ofAmalgamation approved by National Company Law Tribunal's (NCLT) Order dated July 22 2019are not individually held in the name of the Company however the deed of merger has beenregistered by the Company on August 07 2019.

Description of Property Gross carrying value Held in name of Whether promoter director or their relative or employee Period held – indicate range where appropriate Reason for not being held in the name of Company
Building – completed Rs2.56 crore Mail Today Newspapers Private Limited N/A Since January 1 2017 Refer note below
Building – under construction Rs5.61 crore Mail Today Newspapers Private Limited N/A Since January 1 2017 Refer note below

Note:

These Investment Properties were acquired through amalgamation of the ‘newspaperbusiness of Mail Today Newspapers Private Limited' and ‘India Today Online PrivateLimited' with the Company. The management is in the process of transferring / registeringthe title deeds of these investment properties in the name of the Company.

(d) The Company has not revalued its Property Plant and Equipment (including Right ofuse assets) or intangible assets during the year ended March 31 2022.

(e) There are no proceedings initiated or are pending against the Company for holdingany benami property under the Prohibition of Benami Property Transactions Act 1988 andrules made thereunder.

(ii)(a) The Company's business does not require maintenance of inventories andaccordingly the requirement to report on clause 3(ii)(a) of the Order is not applicableto the Company.

(b) As disclosed in note 42 to the financial statements the Company has beensanctioned working capital limits in excess of Rs. five crores in aggregate from banksand/or financial institutions during the year on the basis of security of current assetsof the Company. Based on the records examined by us in the normal course of audit of thefinancial statements the quarterly returns/statements filed by the Company with suchbanks and financial institutions are in agreement with the books of accounts of theCompany.

iii) (a) Dur ing the year the Company has to employees of the Company as follows:

(Rs in crore)
Particulars Amount
Aggregate amount granted/ provided during the year 0.19
Balance outstanding as at balance sheet date in respect of above cases 0.54

(b) During the year the terms and conditions of the grant of all loans to employees ofthe Company are not prejudicial to the Company's interest. The Company has not madeinvestments provided guarantees provided security and granted advances in the nature ofloans to companies firms Limited Liability Partnerships or any other parties.Accordingly the requirement to report on clause 3(iii)(b) of the Order is not applicableto the Company to that extent.

(c) The Company has granted loans during the year to employees where the schedule ofrepayment of principal and payment of interest has been stipulated and the repayment orreceipts are regular. The Company has not granted loans to companies firms LimitedLiability Partnerships or any other parties. Accordingly the requirement to report onclause 3(iii)(c) of the Order is not applicable to the Company to that extent.

(d) There are no amounts of loans and advances in the nature of loans granted tocompanies firms limited liability partnerships or any other parties which are overduefor more than ninety days.

(e) There were no loans or advance in the nature of loan granted to companies firmsLimited Liability Partnerships or any other parties which was fallen due during the yearthat have been renewed or extended or fresh loans granted to settle the overdues ofexisting loans given to the same parties.

(f) The Company has not granted any loans or advances in the nature of loans eitherrepayable on demand or without specifying any terms or period of repayment to companiesfirms Limited Liability Partnerships or any other parties. Accordingly loans therequirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) There are no loans investments guarantees and security in respect of whichprovisions of sections 185 and 186 of the Companies Act 2013 are applicable andaccordingly the requirement to report on clause 3(iv) of the Order is not applicable tothe Company.

(v) The Company has neither accepted any deposits from the public nor accepted anyamounts which are deemed to be deposits within the meaning of sections 73 to 76 of theCompanies Act and the rules made thereunder to the extent applicable. Accordingly therequirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central government for the maintenance of cost records undersection 148(1) of the Companies Act 2013 related to its services and are of the opinionthat prima facie the specified accounts and records have been made and maintained. Wehave not however made a detailed examination of the same.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including goods and services tax provident fund employees' stateinsurance income-tax duty of customs cess and other statutory dues applicable to it.According to the information and explanations given to us and based on audit proceduresperformed by us no undisputed amounts payable in respect of these statutory dues wereoutstanding at the year end for a period of more than six months from the date theybecame payable.

(b) There are no dues of goods and services tax provident fund employees' stateinsurance income tax customs duty cess goods and service tax and other statutory dueswhich have not been deposited on account of any dispute.

(viii) The Company has not surrendered or disclosed any transaction previouslyunrecorded in the books of account in the tax assessments under the

Income Tax Act 1961 as income during the year. Accordingly the requirement to reporton clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company did not have any outstanding loans or borrowings or interestthereon due to any lender during the year. Accordingly the requirement to report onclause ix(a) of the Order is not applicable to the Company.

(b) The Company has not been declared willful defaulter by any bank or financialinstitution or government or any government authority.

(c) The Company did not have any term loans outstanding during the year hence therequirement to report on clause (ix)(c) of the Order is not applicable to the Company.

(d) The Company did not raise any funds during the year hence the requirement toreport on clause (ix)(d) of the Order is not applicable to the Company.

(e) On an overall examination of the financial statements of the Company the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries.

(f) The Company has not raised loans during the year on the pledge of securities heldin its subsidiaries. Hence the requirement to report on clause (ix)(f) of the Order isnot applicable to the Company.

(x) (a) The Company has not made any preferential allotment or private placement ofshares /fully or partially or optionally convertible debentures during the year underaudit and hence the requirement to report on clause 3(x)(b) of the Order is notapplicable to the Company.

(xi) (a) No fraud by the Company or no fraud on the Company has been noticed orreported during the year.

(b) During the year no report under sub-section (12) of section 143 of the CompaniesAct 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT –4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with theCentral Government.

(c) As represented to us by the management there are no whistle blower complaintsreceived by the Company during the year.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act2013. Therefore the requirement to report on clause 3(xii) of the Order is not applicableto the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size andnature of its business.

(b) The internal audit reports of the Company issued till the date of the audit reportfor the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors orpersons connected with its directors and hence requirement to report on clause 3(xv) ofthe Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause(xvi) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the current financial year and inthe immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year andaccordingly requirement to report on Clause 3(xviii) of the Order is not applicable to theCompany.

(xix) On the basis of the financial ratios disclosed in note 43 to the financialstatements ageing and expected dates of realization of financial assets and payment offinancial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due.

(xx) (a) In respect of other than ongoing projects there are no unspent amounts thatare required to be transferred to a fund specified in Schedule VII of the Companies Act(the Act) in compliance with second proviso to sub section 5 of section 135 of the Act.This matter has been disclosed in note 30 (b) to the financial statements.

(b) All amounts that are unspent under section (5) of section 135 of Companies Actpursuant to any ongoing project has been transferred to special account in compliance ofwith provisions of sub section (6) of section 135 of the said Act. This matter has beendisclosed in note 30 (b) to the financial statements.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Yogesh Midha
Partner
Membership Number: 094941
UDIN: 22094941AIVCOI1475
Place of Signature: New Delhi
Date: May 12 2022

ANNEXURE II TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONEFINANCIAL STATEMENTS OF T.V. TODAY NETWORK LIMITED

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 with reference to standalone financialstatements of T.V. Today Network Limited ("the Company") as of March 31 2022 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 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 the Company's policies the safeguardingof its 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.

AUDITOR'S RESPONSIBILITY _

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to these standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") and the Standards onAuditing as specified under section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both issued by the ICAI.

Those Standards and the Guidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls with reference to these standalone financial statements wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to these standalone financial statementsand their operating effectiveness. Our audit of internal financial controls with referenceto standalone financial statements included obtaining an understanding of internalfinancial controls with reference to these standalone financial statements assessing therisk that 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 judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's internal financial controls with reference to thesestandalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS _ WITH REFERENCE TO THESE STANDALONE

FINANCIAL STATEMENTS

A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to standalone financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors 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 material effecton the financial statements.

INHERENT LIMITATIONS OF INTERNAL _ FINANCIAL CONTROLS WITH REFERENCE TO

STANDALONE FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls 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 in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols with reference to standalone financial statements were operating effectively asat March 31 2022 based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Yogesh Midha
Partner
Membership Number: 094941
UDIN: 22094941AIVCOI1475
Place of Signature: New Delhi
Date: May 12 2022

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