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Titagarh Wagons Ltd.

BSE: 532966 Sector: Engineering
NSE: TWL ISIN Code: INE615H01020
BSE 00:00 | 07 Jul 121.70 4.15
(3.53%)
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116.85

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122.45

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114.25

NSE 00:00 | 07 Jul 121.60 3.90
(3.31%)
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117.00

HIGH

122.60

LOW

114.15

OPEN 116.85
PREVIOUS CLOSE 117.55
VOLUME 217529
52-Week high
52-Week low
P/E 18.33
Mkt Cap.(Rs cr) 1,455
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 116.85
CLOSE 117.55
VOLUME 217529
52-Week high
52-Week low
P/E 18.33
Mkt Cap.(Rs cr) 1,455
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Titagarh Wagons Ltd. (TWL) - Auditors Report

Company auditors report

To the Members of Titagarh Wagons Limited

Report on the Audit of Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Titagarh WagonsLimited ("the Company") which comprise the balance sheet as at March 31 2021and the statement of Profit and Loss (including Other Comprehensive Income) statement ofchanges in equity and statement of cash flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2021 and total comprehensive income(comprising of profit and other comprehensive income) changes in equity and its cashflows for the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics 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 opinion.

Key audit matters

4. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
Assessment of carrying value of Investment in subsidiaries
Assessment of carrying value of equity investments in subsidiary and fair value of other investments Our audit procedures included the following:
(Refer to Note 2.8 - "Investments (other than Investments in Subsidiaries and Joint Ventures) and Other Financial Assets" Note 2.9 - "Investments in Subsidiaries and Joint Venture" Refer Note 2.34 - "Critical Estimates and Judgements - Impairment of Investments in Subsidiaries" Note 4 - "Investments (Non-current)" and Note 41 - "Fair Values") • Obtained an understanding from the management assessed and tested the design and operating effectiveness of the Company's key controls over the impairment assessment and fair valuation of material investments.
The Company has equity investments in subsidiaries and other companies. It also has made investments in debenture in a subsidiary. The Company accounts for equity investments in subsidiaries at cost (subject to impairment assessment) and other investments at fair value. • Evaluated the Company's process regarding impairment assessment and fair valuation by involving auditor's valuation experts as applicable to assist in assessing the appropriateness of the valuation model including the independent assessment of the underlying assumptions relating to discount rate terminal value etc.
For investments carried at cost amounting to Rs. 5230.31 lacs where an indication of impairment exists the carrying value of investment is assessed for impairment and where applicable an impairment provision is recognised. • Assessed the carrying value/fair value calculations of all individually material investments where applicable to determine whether the valuations performed by the Company were within an acceptable range determined by us and the auditor's valuation experts.
For investments carried at fair values a fair valuation is done at the year-end as required by Ind AS 109. • Evaluated the cash flow forecasts (with underlying economic growth rate) by comparing them to the approved budgets and our understanding of the internal and external factors.
The accounting for investments is a Key Audit Matter as the determination of recoverable value for impairment assessment/fair valuation involves significant management judgement and estimates such as future expected level of operations and related forecast of cash flows market conditions discount rates terminal growth rate etc. • Checked the mathematical accuracy of the impairment model and agreed the relevant data on sample basis with the latest budgets actual past results and other supporting documents.
• Evaluated the adequacy of the disclosures made in the Standalone Financial Statements.
Based on the above procedures performed we did not identify any significant exceptions in the management's assessment in relation to the carrying value of equity investments in subsidiary and fair value of other investments.
Assessment of impairment of Property Plant and Equipment Our audit procedures included the following:
(Refer to Note 2.2 - "Property Plant and Equipment" Refer Note 2.34 - "Critical Estimates and Judgements - Estimation of Expected Useful Lives of Property Plant and Equipment and Intangible Assets" Note 3.1 - "Property Plant and Equipment") • Understanding evaluating and validating the design and operating effectiveness of controls for identification and assessment of any potential impairment including determining the carrying amount.
Property plant and equipment represents 39.5% of total assets on the balance sheet. If these were to be impaired it would have a significant impact on the reported profit and the balance sheet position of the Company. • Assessed the appropriateness of the methodology used in the impairment model the input data and underlying assumptions used such as future levels of operations discount rate etc. and considered historical performance vis-a-vis budgets. In doing this assessment we have involved auditors' experts as appropriate.
Impairment assessment requires judgements and estimates towards future results of business including key assumptions like discount rate growth rate etc. • Checked the mathematical accuracy of the impairment model.
The carrying value of assets is considered to be a key audit matter as the amount involved is significant and judgements inherent in impairment review. • Performed sensitivity analysis and evaluated whether any reasonably possible changes in assumptions could lead to impairment of Property Plant and Equipment.
• Evaluated the adequacy of the disclosures made in the standalone financial statements.
Based on the above procedures performed we noted that the management's assessment of impairment of property plant and equipment is reasonable.

Other Information

5. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Directors report but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financialstatements

6. 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 financial statementsthat give a true and fair view of the financial position financial performance changesin equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under section133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

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

Auditor's responsibilities for the audit of the financial statements

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

9. As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

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

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

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

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

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

12. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

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

14. 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

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

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 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 tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in Annexure A.

(g) 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 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note 15 and 36 to the financialstatements.

ii. The Company has long-term contracts including derivative contracts as at March 312021 for which there were no material foreseeable losses.

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

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 31 2021.

15. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

For Price Waterhouse & Co

Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Chartered Accountants

Avijit Mukerji

Partner

Membership Number 056155

UDIN: 21056155AAAABA3663

Place: Gurugram

Date: June 8 2021

Annexure A to Independent Auditors' Report

Referred to in paragraph 14(f) of the Independent Auditors' Report of even date to themembers of Titagarh Wagons Limited on the standalone financial statements for the yearended March 31 2021

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financialstatements of Titagarh Wagons Limited ("the Company") as of March 31 2021 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

2. 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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal financial controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial statementswas established and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemwith reference to financial statements.

Refered to in paragraph 14(f) of the Independent Auditors' Report of even date to themember of Titagarh Wagons Limited on the standalone financial statements for the yearended March 31 2021.

Meaning of Internal Financial Controls with reference to financial statements

6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 31 2021 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.

For Price Waterhouse & Co

Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Chartered Accountants

Avijit Mukerji

Partner

Membership Number.: 056155

UDIN: 21056155AAAABA3663

Place: Gurugram

Date: June 8 2021

Annexure B to Independent Auditors' Report

Referred to in paragraph 13 of the Independent Auditors' Report of even date to themembers of Titagarh Wagons Limited on the standalone financial statements as of and forthe year ended March 31 2021

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

(b) The fixed assets of the company have been physically verified by the Managementduring the year and no material discrepancies have been noticed on such verification. Inour opinion the frequency of verification is reasonable. Certain fixed assets of thecompany representing 672 railway wagons aggregating to Rs. 663.85 Lacs (Gross Book Value)and Rs. 626.72 Lacs (Net book Value) are in the possession of Indian Railways and has notbeen physically verified by the management during the year. Accordingly we are unable tocomment on discrepancies if any.

(c) The title deeds of immovable properties as disclosed in Note 3.1 on propertyplant and equipment to the standalone financial statements are held in the name of theCompany except for the following (details of which are set out in Notes 3.1(a) to thestandalone financial statements) :

No. of cases Particulars Gross Block Net Block Remarks
(Rs. in Lacs) (Rs. in Lacs)
2 Freehold Land 14144.61 14144.61 Original copy of title deeds/ not available with the Company.
2 Freehold Land 3550.15 3550.15 Title deeds are not in the name of the Company
1 Buildings 117.04 103.16 Title deeds not in the name of the Company

ii. The physical verification of inventory excluding stocks with third parties havebeen conducted at reasonable intervals by the Management during the year. In respect ofinventory lying with third parties these have substantially been confirmed by them. Thediscrepancies noticed on physical verification of inventory as compared to book recordswere not material and have been properly dealt with in the books of accounts.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and(iii)(c) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of the loans and investments made and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products. We have broadly reviewed the same and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. We have nothowever made a detailed examination of the records with a view to determine whether theyare accurate or complete.

vii.(a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion except for dues in respect of Provident fundthe Company is generally regular in depositing undisputed statutory dues in respect ofincome tax and goods and service tax though there has been a slight delay in a few casesand is regular in depositing undisputed statutory dues including employees stateinsurance duty of customs cess and other material statutory dues as applicable withthe appropriate authorities. Also refer Note 47 to the financial statements regardingmanagement's assessment on certain matters relating to provident fund. Further for theperiod April 1 2020 to April 30 2020 the company has paid Goods and Service Tax andfiled GSTR-3B after the due date but within the timelines allowed by Central Board ofIndirect Taxes and Customs under the Notifications No. 31/2020 dated April 3 2020 onfulfilment of conditions specified therein.

The extent of the arrears of statutory dues outstanding as at March 31 2021 for aperiod of more than six months from the date they became payable are as follows:

Name of the statute Nature of dues Amount (Rs. in Lacs) Period to which the amount relates Due date Date of Payment
Employees' Provident Funds and Miscellaneous Provisions Act 1952 Provident Fund 29.97 2019 - 2021 April 2019 to September 2020 Not yet paid

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of service tax and goods and service tax whichhave not been deposited on account of any dispute. The particulars of dues of income taxsales tax duty of customs and duty of excise duty value added tax as at March 31 2021which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. in lacs) Period to which the amount relates Forum where the dispute is pending
The Custom Act 1962 Custom Duty 1222.71 2004-2005 2006-2007 CESTAT
30.63 1992-93 Additional Commissioner Customs
58.8 1986-1987 1998-1999 2000-2001 Deputy Director of Enforcement
The West Bengal Sales Tax 5.24 2004-2005 West Bengal Taxation Tribunal
Sales Tax Act 1944 8.99 2016-2017 Additional Commissioner of Commercial Tax West Bengal
The West Bengal Value Added Tax Act 2003 Value Added Tax 1499.04 2012-2013 to 20172018 West Bengal Taxation Tribunal
17.43 2010-2011 Additional Commissioner of Commercial Tax West Bengal
The Rajasthan Sales Tax Act Sales Tax 32.74 2012-13 2014-17 Deputy Commissioner Appeal
154.74 2014-15 Joint Commissioner Appeals
5.52 2013-14 Commissioner Appeal
13.28 1998-99 Assessing Authority Special Circle
111.92 2013-14 Rajasthan Tax Board
59.93 2017-18 The Additional Commissioner Appellate Authority
The Orrisa Sales Tax Act Sales Tax 117.60 1999-2001 High Court
Foreign Trade Development and Regulation Act 1992 Terminal Excise Duty 693.20 2008-2010 Directorate General of Foreign Trade
The Central Excise Act 1944 Excise Duty 1117.22 1999-2000 2007 to 2012 Customs Excise and Service Tax Appellate Tribunal
538.08 2011 to 2017 Additional Commissioner of Central Excise and Service Tax
74.56 2009 to 2017 Assistant Commissioner of Central Excise and Service Tax
12140.53 1995-96 to 2013-14 Commissioner of Central Excise and Service Tax
127.83 2007-08 to 2013-14 2015-16 Commissioner of Central Excise (Appeal)
43.08 2014-2016 Commissioner (Appeal)
329.21 2013 to 2015 Joint Commissioner of Central Excise and Service Tax
126.27 1989-1994 Supreme Court
The Income-Tax Act 1961 Income Tax 3013.15 AY 2011-12 AY 201516 AY 2017-18 AY 2018-19 CIT (A)
563.17 AY-2005-06 AY- 201112 to 2013-14 Income Tax Appellate Tribunal

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any bank. The Company does not have any loans or borrowings from any financialinstitution or Government nor has it issued any debentures as at the balance sheet date.

ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the standalone financial statements as required underIndian Accounting Standard (Ind AS) 24 Related Party Disclosures specified under Section133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Price Waterhouse & Co

Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Chartered Accountants

Avijit Mukerji

Partner

Membership Number 056155

UDIN: 21056155AAAABA3663

Place: Gurugram

Date: June 8 2021.

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