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Tata Consumer Products Ltd.

BSE: 500800 Sector: Agri and agri inputs
NSE: TATACONSUM ISIN Code: INE192A01025
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OPEN 800.40
PREVIOUS CLOSE 803.40
VOLUME 29104
52-Week high 862.50
52-Week low 650.75
P/E 86.46
Mkt Cap.(Rs cr) 72,991
Buy Price 791.55
Buy Qty 23.00
Sell Price 792.05
Sell Qty 37.00
OPEN 800.40
CLOSE 803.40
VOLUME 29104
52-Week high 862.50
52-Week low 650.75
P/E 86.46
Mkt Cap.(Rs cr) 72,991
Buy Price 791.55
Buy Qty 23.00
Sell Price 792.05
Sell Qty 37.00

Tata Consumer Products Ltd. (TATACONSUM) - Auditors Report

Company auditors report

To the Members of Tata Consumer Products Limited Report on the Audit ofthe Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements ofTata Consumer Products Limited (the "Company") which comprise the Balance Sheetas at March 31 2022 and the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and the Statement of Cash Flows for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (the "Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022and its profit total comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act("SA"s). Our responsibilities under those Standards are further described in theAuditor?s Responsibility for the Audit of the Standalone Financial Statements sectionof our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India ("ICAI") together withthe ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI?s Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.

Key Audit Matters

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

. Key Audit Matter Auditor's Response
1 Impairment of investments in an associate Besides obtaining an understanding of Management?s processes and controls with regard to testing the investments for impairment our procedures included the following:
During the current financial year an associate has incurred significant losses as it has not been able to recover increase in input costs through increased prices. This has triggered an impairment assessment of carrying value of investments of ^288 crore (equity shares '82 crore and preference shares '206 crore) in the associate in standalone financial statements of the Company. The Company also engaged a valuation expert to evaluate the recoverable value of the entity through sale of its assets. a) We understood the methodology applied by Management in performing its impairment test for the investments at fair value and cost and walked through the controls over the process.
b) We challenged the assumptions made by Management for the input data used by Management through discussions comparisons to industry peers and other available independent external data sources. We also performed sensitivity analysis on the key assumptions

Information Other than the Financial Statements and Auditor's ReportThereon

• The Company?s Board of Directors is responsible for theother information. The other information comprises the information included in the Reportof the Board of Directors including Annexures thereto Management Discussion and AnalysisReport and Business Responsibility Report but does not include the consolidated financialstatements standalone financial statements and our auditor?s report thereon.

• Our opinion on the standalone financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.

• In connection with our audit of the standalone financialstatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the standalone financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

• If based on the work we have performed we conclude that thereis a material misstatement of this other information we are required to report that fact.We have nothing to report in this regard.

Management's Responsibility 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 changes in equity and cash flows of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing theCompany?s financial reporting process.

Auditor's Responsibility for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor?s report that ncludes 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 ifndividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

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

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

• Conclude on the appropriateness of management?s use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company?s ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor?sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor?s report. However future events orconditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit wereport to the extent applicable that:

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

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

c. The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Changes in Equity and the Statement of Cash Flowdealt with by this Report are in agreement with the relevant books of account.

d. In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors are disqualified as on March 31 2022 from being appointed as a director interms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls overfinancial reporting 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 internalfinancial controls over financial reporting.

g. With respect to the other matters to be included in theAuditor?s Report in accordance with the requirements of section 197(16) of the Actas amended

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in theAuditor?s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements.

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long termcontracts including derivative contracts.

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

iv. a. The Management has represented that to the best of it?sknowledge and belief no funds (which are material either individually or in theaggregate) 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 shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

b. The Management has represented that to the best of it?sknowledge and belief no funds (which are material either individually or in theaggregate) 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 directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries.

c. Based on the audit procedures that has been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement.

v. The amount of dividend is in accordance with Section 123 of the Act.

a. The dividend proposed in the previous year and declared and paid bythe Company during the year is in accordance with Section 123 of the Act.

b. The Board of Directors of the Company has proposed a dividend forthe year which is subject to the approval of the members at the ensuing Annual GeneralMeeting.

2. As required by the Companies (Auditor?s Report) Order 2020(the "Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

(Referred to in paragraph 1(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

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

We have audited the internal financial controls over financialreporting of Tata Consumer Products Limited (the "Company") as of March 31 2022in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company?s management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting 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 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?sinternal financial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the Instituteof Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A company?s internal financial controls over financial reportingis a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company?s internalfinancial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company?s assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

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

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively

as at March 31 2022 based on the criteria for internal financialcontrols over financial reporting established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements? section of our report of even date)

In terms of the information and explanations sought by us and given bythe Company and the books of account and records examined by us in the normal course ofaudit and to the best of our knowledge and belief we state that:

(i) (a) A. The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant and Equipmentand capital work-in-progress.

B. The Company has maintained proper records showing full particularsof intangible assets.

(b) The Company has a program of verification of property plant andequipment and capital work- in-progress to cover all the items in a phased manner over aperiod of three years which in our opinion is reasonable having regard to the size ofthe Company and the nature of its assets. Pursuant to the program certain property plantand equipment were due for verification during the year and were physically verified bythe Management during the year. According to the information and explanations given to usno material discrepancies were noticed on such verification.

(c) Based on the examination of the registered sale deed / transferdeed / conveyance deed provided to us we report that the title deeds of all theimmovable properties (other than immovable properties where the Company is the lessee andthe lease agreements are duly executed in favour of the Company) disclosed in thefinancial statements included in property plant and equipment and capitalwork-in-progress are held in the name of the Company as at the balance sheet date.

(d) The Company has not revalued any of its property plant andequipment (including Right of Use assets) and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pendingagainst the Company as at March 31 2022 for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (as amended in 2016) and rules made

(ii) (a) The inventories were physically verified during the year bythe Management at reasonable intervals. In our opinion the coverage and procedure of suchverification by the Management is appropriate having regard to the size of the Company andthe nature of its operations. No discrepancies of 10% or more in the aggregate for eachclass of inventories were noticed on such physical verification of inventories whencompared with books of account.

(b) According to the information and explanations given to us theCompany has been sanctioned working capital limits in excess of Rs. 5 crores inaggregate from banks or financial institutions on the basis of security of currentassets. In our opinion and according to the information and explanations given to us thequarterly returns or statements comprising stock statements filed by the Company with suchbanks or financial institutions are in agreement with the unaudited books of account ofthe Company of the respective quarters.

(iii) The Company has made investments in and granted loans oradvances in the nature of loans secured or unsecured to companies firms limitedliability partnerships or any other parties during the year in respect of which:

a) The Company has provided loans during the year and details of whichare given below:

Rs. in Crores

Loans
A. Aggregate amount granted / provided during the year: Subsidiaries 49.00
Others - Inter Corporate Deposits ("ICD") 1234.75
B. Balance outstanding as at balance sheet date in respect of above cases:
Subsidiaries 14.75
Associates 16.50
Others 541.00

The Company has not provided any guarantee or security to companiesfirms limited liability partnerships or other parties.

b) The investments made and the terms and conditions of the grant ofall the above- mentioned loans and advances in the nature of loans during the year arein our opinion prima facie not prejudicial to the Company?s interest.

c) In respect of loans granted or advances in the nature of loansprovided by the Company the schedule of repayment of principal and payment of interesthas been stipulated and the repayments of principal amounts and receipts of interest areregular as per stipulation.

d) According to information and explanations given to us and based onthe audit procedures performed in respect of loans granted and advances in the nature ofloans provided by the Company there is no overdue amount remaining outstanding as at thebalance sheet date.

e) No loan or advance in the nature of loan granted by the Companywhich has fallen due during the year has been renewed or extended or fresh loans grantedto settle the overdues of existing loans given to the same parties.

f) According to information and explanations given to us and based onthe audit procedures performed the Company has not granted any loans or advances in thenature of loans either repayable on demand or without specifying any terms or period ofrepayment during the year. Hence reporting under clause 3 (iii)(f) is not applicable.

(iv) The Company has complied with the provisions of Sections 185 and186 of the Companies Act 2013 in respect of loans granted investments made andguarantees and securities provided as applicable.

(v) The Company has not accepted any deposit or amounts which aredeemed to be deposits. Hence reporting under clause 3 (v) of the Order is not applicable.

(vi) The maintenance of cost records has been specified by the CentralGovernment under section 148(1) of the Companies Act 2013. We have broadly reviewed thecost records maintained by the Company pursuant to the Companies (Cost Records and Audit)Rules 2014 as amended prescribed by the Central Government under sub-section (1) ofSection 148 of the Companies Act 2013 and are of the opinion that prima facie theprescribed cost records have been made and maintained. We have however not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete.

(vii) In respect of statutory dues:

(a) Undisputed statutory dues including Goods and Service taxProvident Fund Employees? State Insurance Income-tax Sales Tax Service Tax dutyof Custom duty of Excise Value Added Tax cess and other material statutory duesapplicable to the Company have been regularly deposited by it with the appropriateauthorities in all cases during the year.

There were no undisputed amounts payable in respect of Goods andService tax Provident Fund Employees? State Insurance Income-tax Sales TaxService Tax duty of Custom duty of Excise Value Added Tax cess and other materialstatutory dues in arrears as at March 31 2022 for a period of more than six months fromthe date they became payable.

(b) Details of statutory dues referred to in sub-clause (a) above whichhave not been deposited as on March 31 2022 on account of disputes are given below:

Income Tax Act 1961 Income Tax Commissioner of Income Tax (Appeals) Kochi 2004-05 2007-08 and 2008-09 2.10
Income Tax Act 1961 Income Tax Income Tax Appellate Tribunal New Delhi 2009-10 0.01
Central Sales Tax Act 1956 Sales Tax Additional Commissioner (Appeals) - Kolkata 2017-18 0.07
Tamil Nadu General Sales Tax Act 1959 Sales Tax Madras High Court 1998-99 to 2006-07 0.57
Central Sales Tax Act 1956 Sales Tax Deputy Commissioner Indore Madhya Pradesh 2011-12 & 2013-14 1.32
Central Sales Tax Act 1956 Sales Tax Deputy Commissioner Appeals Coimbatore 2012-13 0.05
West Bengal Value Added Tax Act 2003 West Bengal Value Added Tax Additional Commissioner (Appeals) - Kolkata 2017-18 1.14
West Bengal Value Added Tax Act 2003 West Bengal Value Added Tax The West Bengal Commercial Taxes Appellate and Revisional Board Kolkata 2007-08 and 2008-09 1.36
Goa Value Added Tax Act 2005 Goa Value Added Tax Commissioner of Commercial Tax Goa 2006-07 0.01
Madhya Pradesh Entry Tax Act 1976 Entry Tax The Supreme Court of India 2011-12 0.82
Madhya Pradesh Entry Tax Act 1976 Entry Tax The High Court of Madhya Pradesh 2010-11 2.06
Finance Act 1994 Service Tax Commissioner Appeals Bangalore Apr 2015 to Jun 2017 0.04
Finance Act 1994 Service Tax Custom Excise and Service Tax Appellate Tribunal Kolkata 2005-06 1.46
Bihar VAT Act 2003 Bihar Value Added Tax Commissioner Appeals Patna 2016-17 0.03

(viii) There were no transactions relating to previously unrecordedincome that were surrendered or disclosed as income in the tax assessments under theIncome Tax Act 1961 (43 of 1961) during the year.

(ix) a) The Company has not taken any loans or other borrowings fromany lender. Hence reporting under clause 3 (ix)(a) of the Order is not applicable to theCompany.

b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.

c) The Company has not taken any loan during the year and there are nounutilised term loans at the beginning of the year and hence reporting under clause 3(ix)(c) of the Order is not applicable.

d) On an overall examination of the financial statements of theCompany funds raised on short-term basis have prima facie not been used during the yearfor long-term purposes by the Company.

e) We report that the Company has neither taken any funds from anyentity or person during the year nor it had any unutilised funds as at the beginning ofthe year of the funds raised through issue of shares or borrowings in the previous yearand hence reporting under clause 3 (ix)(e) of the Order is not applicable.

f) The Company has not raised any loans during the year and hencereporting under clause 3 (ix)

(f) of the Order is not applicable.

(x) a) The Company has not issued any of its securities (including debtinstruments) during the year and hence reporting under clause 3 (x)(a) of the Order is notapplicable.

b) During the year the Company has not made any preferential allotmentor private placement of shares or convertible debentures (fully or partly or optionally)and hence reporting under clause 3 (x)(b) of the Order is not applicable to the Company.

(xi) a) No fraud by the Company and no material fraud on the Companyhas been noticed or reported during the year.

b) No report under sub-section (12) of section 143 of the Companies Acthas been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government during the year and upto the date of this report.

c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year (and upto the date of this report) and provided tous while determining the nature timing and extent of our audit procedures.

(xii) The Company is not a Nidhi Company and hence reporting underclause 3 (xii) of the Order is not applicable.

(xiii) In our opinion the Company is in compliance with Section 177and 188 of the Companies Act where applicable for all transactions with the relatedparties and the details of related party transactions have been disclosed in the financialstatements etc. as required by the applicable accounting standards.

(xiv) a) In our opinion the Company has an adequate internal auditsystem commensurate with the size and the nature of its business.

b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.

(xv) In our opinion during the year the Company has not entered intoany non-cash transactions with its directors or persons connected with him and henceprovisions of section 192 of the Companies Act 2013 are not applicable to the Company.

(xvi) a) The Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause 3 (xvi)(a)(b) and (c) of the Order is not applicable.

b) There are 5 Core Investment Companies ("CIC"s) in theGroup (as defined in Core Investment Companies (Reserve Bank) Directions 2016) that areregistered with the Reserve Bank of India ("RBI") and 1 CIC which is notrequired to be registered with the RBI.

(xvii) The Company has not incurred cash losses during the financialyear covered by our audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of theCompany during the year.

(xix) On the basis of the financial ratios ageing and expected datesof realization of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us

to believe that any material uncertainty exists as on the date of theaudit report indicating that Company is not capable of meeting its liabilities existing atthe date of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) The Company has fully spent the required amount

towards Corporate Social Responsibility ("CSR") and there areno unspent CSR amount for the year requiring a transfer to a Fund specified in ScheduleVII to the Act or special account in compliance with the provision of sub-section (6) ofsection 135 of the said Act. Accordingly reporting under clause 3 (xx) of the Order isnot applicable for the year.

(xxi) According to the information and explanations given to us andbased on the reports issued by the auditors of the subsidiaries associates and jointventures included in the consolidated financial statements of the Company to whichreporting on matters specified in paragraph 3 and 4 of the Order is applicable providedto us by the Management of the Company and based on the identification of matters ofqualifications or adverse remarks in their Companies (Auditor?s Report) Order 2020reports by the respective component auditors and provided to us we report that theauditors of such companies have not reported any qualifications or adverse remarks intheir CARO reports.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Sanjiv V Pilgaonkar
Partner
(Membership No.039826)
UDIN: 22039826AIJDLB2352
Place: Mumbai
Date: May 4 2022

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