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Tata Power Company Ltd.

BSE: 500400 Sector: Infrastructure
NSE: TATAPOWER ISIN Code: INE245A01021
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NSE 14:39 | 17 Feb 52.00 -1.80
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OPEN 54.00
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VOLUME 227518
52-Week high 76.90
52-Week low 50.40
P/E 23.74
Mkt Cap.(Rs cr) 14,065
Buy Price 51.95
Buy Qty 5015.00
Sell Price 52.05
Sell Qty 6946.00
OPEN 54.00
CLOSE 53.75
VOLUME 227518
52-Week high 76.90
52-Week low 50.40
P/E 23.74
Mkt Cap.(Rs cr) 14,065
Buy Price 51.95
Buy Qty 5015.00
Sell Price 52.05
Sell Qty 6946.00

Tata Power Company Ltd. (TATAPOWER) - Auditors Report

Company auditors report

To the Members of

The Tata Power Company Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of The TataPower Company Limited ("the Company") which comprise the Balance sheet as atMarch 312019 the Statement of Profit and Loss including Other Comprehensive Income theCash Flow Statement and the Statement of Changes in Equity for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand 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 312019its 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 312019. 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 each matter below ourdescription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the standalone Ind AS financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the standalone Ind AS financial statements. The results of ouraudit procedures including the procedures performed to address the matters below providethe basis for our audit opinion on the accompanying standalone Ind AS financialstatements.

Key audit matters How our audit addressed the key audit matter
Accrual of Regulatory Deferrals (as described in Note 20 of the financial statements)
In the power distribution business of the Company the tariff is determined by the regulator on cost plus return on equity basis wherein the cost is subject to prudential norms. The Company invoices its customers on the basis of pre-approved tariff which is based on budget and is subject to true ups to be adjusted in the future tariff. • Our audit procedures included considering the Company's accounting policies with respect to accrual of regulatory deferrals and assessing compliance with Ind AS 114 "Regulatory Deferral Accounts"
• We performed test of controls over accrual of regulatory deferrals through inspection of evidence of performance of these controls.
The Company recognizes revenue on the basis of tariff invoiced to consumers. As the Company is entitled to a fixed return on equity the Company recognizes regulatory deferral for the shortage/excess compared to the entitled return on equity. The Company has recognized regulatory deferrals of Rs.999 crore as at March 312019.
Regulatory deferrals are determined based on tariff regulations and past tariff orders and are subject to verification and approval by the regulators. Further the costs incurred are subject to prudential checks and prescribed norms. Significant judgements are made in determining the regulatory deferrals including interpretation of tariff regulations. Further certain disallowances of claims have been challenged by the Company before higher authorities. • We performed the following tests of details:
• Evaluated the key assumptions used by the Company by comparing it with prior years past precedents and the opinion of management's expert.
• Considered the independence objectivity and competence of management's expert.
Accrual of regulatory deferrals is a key audit matter considering the significance of the amount of regulatory deferrals and the significant judgements involved in the determination of accruals. • For tariff orders received by the Company we have assessed the impact recognized by the Company and for matters challenged by the Company we have also assessed the management's evaluation of the likely outcome of the dispute based on past precedents and/or advice of management's expert.
• We have assessed the disclosures in accordance with the requirements of Ind AS 114 "Regulatory Deferral Accounts".
Recognition of tax credits (as described in Note 35 of the financial statements)
The Company has recognized Minimum Alternate Tax (MAT) credit receivable of Rs.517.51 crore and unrecognized MAT credit receivable of Rs.149.19 crore as at 31st March 2019. The Company also has unrecognized other deferred tax assets of Rs.306.94 crore on provision for diminution in value of investment classified as asset held for sale. • Our audit procedures included considering Company's accounting policies with respect to recognition of tax credits in accordance with Ind AS 12 "Income Taxes"
• We performed test of controls over recognition of tax credits through inspection of evidence of performance of these controls.
The recognition of MAT credit and deferred tax assets (together referred to as "tax credits" hereinafter) is a key audit matter as the recoverability of such tax credits within the allowed time frame involves significant estimate of the financial projections availability of sufficient taxable income in the future and significant judgements in the interpretation of tax regulations and tax positions adopted by the Company. • We performed the following tests of details:
• We involved our tax specialists who evaluated the Company's tax positions by comparing it with prior years and past precedents.
• We discussed the future business plans and financial projections with the Company.
• We assessed the management's long term financial projections and the key assumptions used in the projections by comparing it to the approved business plan and projections used for impairment assessment where applicable.
• We have assessed the disclosures in accordance with the requirements of Ind AS 12 "Income Taxes".
Impairment of Assets (as described in Note 5 and 8 of the financial statements)
At the end of every reporting period the Company assesses whether there is any indication that an asset or cash generating unit (CGU) may be impaired. If any such indication exists the • Our audit procedures included considering the Company's accounting policies with respect to impairment in accordance with Ind AS 36 "Impairment of assets"
Company estimates the recoverable amount of the asset or CGU. The determination of recoverable amount being the higher of fair value less costs to sell and value-in-use involves significant estimates assumptions and judgements of the long term financial projections. • We performed test of controls over impairment process through inspection of evidence of performance of these controls.
• We performed the following tests of details:
During the earlier years the Company has recognized impairment provision with respect to Mundra CGU (including coal mines and related infrastructure) hydro power plant in Georgia and a generating unit in Trombay. • We obtained the management's impairment assessment.
During the year as the indication exists the Company has reassessed its impairment assessment with respect to the specified CGUs. • We evaluated the key assumptions including projected generation coal prices exchange rate energy prices post power purchase agreement period and weighted average cost of capital by comparing them with prior years and external data where available.
Impairment of assets is a key audit matter considering the significance of the carrying value long term estimation and the significant judgements involved in the impairment assessment. • We have obtained and evaluated the sensitivity analysis.
• We assessed the disclosures in accordance with Ind AS 36 "Impairment of assets"

 

Key audit matters How our audit addressed the key audit matter
Related party transactions (as described in Note 19 and 41 of the standalone Ind AS financial statements)
During the year the Company has sold its investments in shares of Tata Communications Limited and Panatone Finvest Limited to Tata Sons Private Limited for a total consideration of Rs.1542.61 crore and Rs.613.49 crore respectively. • Our audit procedures included considering the compliance with the various requirements for entering in to such related party transactions.
Further during the previous year the Board of Directors of the Company had approved sale of its Strategic Engineering Division (SED) to Tata Advanced Systems Limited a wholly owned subsidiary of Tata Sons Private Limited at an enterprise valuation of '2230 crore (including Rs.1190 crore contingent upon achieving certain milestones). The transaction is subject to regulatory and necessary approvals. • We performed test of controls over related party transactions through inspection of evidence of performance of these controls.
• We performed the following tests of details:
• We have read the valuation reports and fairness opinion obtained from independent valuers and assessed the objectivity and competence of the independent valuers.
Determination of transaction price for such related party transactions outside the normal course of business is a key audit matter considering the significance of the transaction value and the significant judgements involved in determining the transaction value. • We have read the approvals obtained from Audit Committee Board of Directors Shareholders and all other regulatory approvals for the transactions.
• We have assessed the disclosures in accordance with Ind AS 24 "Related Party Disclosures".

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 not includethe standalone Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation 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 of thisother information we are required to report that fact. We have nothing to report in thisregard.

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:

• Identify and assess the risks of material misstatement of the standalone Ind ASfinancial 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 Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

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

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

• Evaluate the overall presentation structure and content of the 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 regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements for the financial year ended March 312019 and are therefore the key auditmatters. 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 Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure 1" a statement on the matters specified inparagraphs 3 and 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) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport 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 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate Report in"Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year ended March 312019 hasbeen paid/provided by the Company to its directors is in accordance with the provisions ofsection 197 read with Schedule V to the Act;

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

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements-Refer Note 38 to the standalone IndAS financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts-Refer Note 25 to the standalone Ind AS financial statements;

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 Sudhir Soni

Partner

Membership Number: 41870

UDIN: 19041870AAAAAJ8566

Place : Mumbai

Date : 2nd May 2019.

Annexure 1 to the Independent Auditor's Report referred to in paragraph 1 under theheading 'Report on Other Legal and Regulatory Requirements' of our report of even date onthe standalone Ind AS financial statements of The Tata Power Company Limited

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(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 the titledeeds of immovable properties included in property plant and equipment are held in thename of the Company except for:

a. immovable properties aggregating to Rs.0.88 crore acquired during merger of ChemicalTerminal Trombay Limited in the previous year for which registration of title of deeds isin progress;

b. immovable properties aggregating to Rs. 26.54 crore acquired in earlier years forwhich registration of title of deeds is in progress;

c. immovable properties aggregating to Rs.27.57 crore for which the title deed is indispute and pending resolution as at March 31 2019;

Further registration of title deed is in progress in respect of leasehold landclassified under Asset held for sale aggregating to Rs.215.56 crore (Gross value Rs.225.65crore).

According to the information and explanations given by the management the title deedsof immovable properties included in property plant and equipment are pledged with thebanks and not available with the Company as described in note 23 and 28 of financialsstatements. The same has not been independently confirmed by the bank and hence we areunable to comment on the same.

(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 fourteen 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 to fourteen companies covered in the registermaintained under section 189 of the Companies Act 2013. The schedule of repayment ofprincipal and payment of interest has been stipulated for the loans granted and therepayment/receipts are regular.

(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 guarantees and securities given have been complied withby 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.

We are informed by the management that no order has been passed by the Company LawBoard National Company Law Tribunal Reserve Bank of India or any Court or any otherTribunal.

(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 generation of electricity and armsand ammunitions electricals or electronic machinery and are of the opinion that primafacie the specified accounts and records have been made and maintained. We have nothowever made a detailed examination of the same.

(vii) According to the information and explanations given to us in respect of statutorydues:

(a) Undisputed statutory dues including provident fund employees' state insuranceincome-tax duty of custom goods and service tax cess and other statutory dues havegenerally been regularly deposited with the appropriate authorities though there has beena slight delay 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 service taxsales tax custom duty excise duty value added tax goods and service tax cess andother statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable.

(c) According to the records of the Company the dues of income tax sales tax servicetax custom duty excise duty value added tax and cess on account of any dispute are asfollows:

Name of statute Nature of the Dues Amount (' crores) Period to which the amount relates Forum where the dispute is pending
The Customs Act 1962 Customs 34.43 2011-12 and 2012-13 Tribunal
Duty 3.60 2004-05 to 2005-06 Tribunal
1.37 2004-05 to 2005-06 and 2009-10 Principal Commissioner
Maharashtra Tax on the Entry of Goods into Local Areas Act 2002 Entry tax 709.17 2005-06 and 2008-09 Supreme Court
1000.22 2006-07 2007-08 2010-112011-12 Tribunal
325.79 2009-10 2012-13 and 2013-14 Joint Commissioner Appeal
The Central Excise Act 1944 Excise Duty 0.81 1993-94 to 1995-96 Tribunal
The Water (Prevention & Control of Pollution) Cess Act 1977 Cess 1.13 2009-10 Chairman Maharashtra Pollution Control Board (MPCB)
The Finance Act 1994 Service Tax 375.29 July 2012 to June 2017 High Court
5.86 2011-12 to 2014-15 Tribunal
0.25 2007-08 Joint Commissioner appeal

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowing to afinancial institution bank or government or dues to debenture holders.

(ix) In our opinion and according to the information and explanations given by themanagement the Company has utilized the monies raised by way of debt instruments in thenature of debentures and term loans for the purposes for which they were raised. Accordingto the information and explanations given by the management the Company has not raisedany money by way of initial public offer or further public offer.

(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 explanations given by the management themanagerial remuneration has been paid/provided in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.

(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) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the notes tothe financial statements as required by the applicable accounting 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 Companies Act 2013.

(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 Sudhir Soni

Partner

Membership Number: 41870

UDIN: 19041870AAAAAJ8566

Place : Mumbai

Date : 2nd May 2019.

Annexure 2 to the Independent Auditor's Report of even date on the Standalone Ind ASFinancial Statements of the Tata Power Company Limited Report on the Internal FinancialControls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013("the Act")

We have audited the internal financial controls over financial reporting of The TataPower Company Limited ("the Company") as of March 31 2019 in conjunction withour audit of the standalone Ind AS financial statements of the Company for the year endedon 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct 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's internal financialcontrols over financial reporting with reference to these standalone financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note and theStandards on Auditing as specified under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls and both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting with reference to these standalone financial statements was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to thesestandalone financial statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal 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 including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls over financialreporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to theseFinancial Statements

A company's internal financial control over financial reporting with reference to thesestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these standalone financial statements 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 the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting WithReference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financialreporting 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 Ind AS financial statements to future periods are subject to the riskthat the internal financial control over financial reporting with reference to thesestandalone financial statements may become inadequate because of changes in conditions orthat the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects adequate internal financialcontrols over financial reporting with reference to these standalone financial statementsand such internal financial controls over financial reporting with reference to thesestandalone financial statements were operating effectively as at March 31 2019 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Sudhir Soni

Partner

Membership Number: 41870

UDIN: 19041870AAAAAJ8566

Place : Mumbai

Date : 2nd May 2019.