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Torrent Power Ltd.

BSE: 532779 Sector: Infrastructure
NSE: TORNTPOWER ISIN Code: INE813H01021
BSE 00:00 | 28 Oct 307.15 -7.50
(-2.38%)
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315.65

HIGH

319.10

LOW

306.30

NSE 00:00 | 28 Oct 307.50 -7.30
(-2.32%)
OPEN

314.00

HIGH

319.40

LOW

306.50

OPEN 315.65
PREVIOUS CLOSE 314.65
VOLUME 22721
52-Week high 368.75
52-Week low 239.65
P/E 6.54
Mkt Cap.(Rs cr) 14,762
Buy Price 306.00
Buy Qty 2.00
Sell Price 309.35
Sell Qty 100.00
OPEN 315.65
CLOSE 314.65
VOLUME 22721
52-Week high 368.75
52-Week low 239.65
P/E 6.54
Mkt Cap.(Rs cr) 14,762
Buy Price 306.00
Buy Qty 2.00
Sell Price 309.35
Sell Qty 100.00

Torrent Power Ltd. (TORNTPOWER) - Auditors Report

Company auditors report

TO THE MEMBERS OF TORRENT POWER LIMITED

Report on the audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Torrent PowerLimited ("the Company") which comprise the balance sheet as at March 31 2020and 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 thestandalone financial statements including a summary of significant accounting policiesand other explanatory 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 2020 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 standalone financial statements underthe provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for 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 standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
i) Impairment assessment for power plant located at dahej (Refer to note 41(1) of the standalone financial statements) :
The carrying amount of Property Plant & Equipment ("PPE") includes an amount of Rs 3079.62 Crore pertaining to 1200 MW DGEN Mega Power Project located at Dahej India ("DGEN"). DGEN started its commercial operations from November 2014 ("COD") and has operated only intermittently after COD including during current financial year. Our procedures in relation to management's impairment assessment of DGEN included the following:
• Assessed and tested the design and operating effectiveness of the Company's controls over impairment assessment.
As a result of above and given the current economic environment management has carried out an impairment assessment of DGEN with the help of an external valuer in accordance with Ind AS 36 ‘Impairment of Assets' and has measured the recoverable amount at the higher of fair value less costs to sell and value in use. • Perused the report issued by the external valuer engaged by the management.
• Evaluated independence competence capability and objectivity of the external valuer.
• Evaluated the reasonableness of cash flow projections used by the Company and the key assumptions used.
In case of DGEN the recoverable amount is based on ‘value in use' which requires estimating the discounted cash flow projections over the estimated useful life of the DGEN. Such assessment involved several key assumptions including expected demand future price of fuel exchange rate expected tariff rates discount rate and current electricity market scenario considered by management based on past trends and current and likely future state of the industry. • With the involvement of auditors experts assessed the reasonableness of the assumptions considered in the discounted cash flow projections for determining value in use.
• Discussed with senior management personnel the justification for the key assumptions underlying the cashflow projections and performed sensitivity analysis on the same.
Based on such assessment the Company has provided for an impairment loss of 1000.00 Crore which Rs has been disclosed as an ‘Exceptional item' in the standalone financial statements. • Checked the arithmetic accuracy of the computations included in the discounted cash flow projections.
We considered this to be a key audit matter as the carrying value of DGEN at March 31 2020 is significant to the Company's balance sheet and there is significant judgement and uncertainty involved in the discounted cash flow (DCF) model used by the management to assess the carrying value of DGEN. • Reviewed the adequacy of disclosure in the standalone financial statements with regard to the impairment loss accounted by the Company.
Based on the above procedures performed we considered management's assessment of impairment to the carrying amount of DGEN to be reasonable.
Key audit matter How our audit addressed the key audit matter
ii) assessment of recoverability of deferred tax assets on unutilised tax credits (Refer to note 42 to the standalone financial statements)
The Company has recognised deferred tax assets on the unutilised tax credits representing Minimum Alternate Tax (MAT) paid on the accounting profit in the current year and in earlier years in which the Company did not have normal taxable profit. The assets have been recognised on the basis of Company's assessment of availability of future taxable profits to offset the accumulated MAT credits. Our audit procedures included the following:
• Evaluated and tested the design and operating effectiveness of the Company's controls over recognition and assessment of recoverability of deferred tax assets on accumulated MAT credits.
• Reviewed the Company's accounting policy in respect of recognizing deferred tax assets on unutilised MAT credits.
The future taxable profit projections involve several key assumptions including expected demand future prices of fuel expected tariff rates of electricity exchange rate and current electricity market scenario covering the period over which MAT Credit can be claimed as per the Income-tax Act 1961. In preparing the profit projections management has considered past trends applicable tariff regulations/ agreements and current and likely future state of the industry. • Assessed the reasonableness of the assumptions underlying profit projections made by management by reviewing the past trends available tariff orders and relevant economic and industry indicators.
• Evaluated whether the tax credit entitlements are legally available to the Company for the forecast recoupment period considering the provisions of Income-tax Act 1961.
We considered this a key audit matter as the amount of deferred tax assets is material to the financial statements and significant management judgement is required in assessing the recoverability of MAT credit based on significant assumptions underlying the forecast of future taxable profits. Further recoverability of deferred tax assets depends on the achievement of Company's future business plans. • Checked the mathematical accuracy of the underlying calculations of the profit projections.
• Performed sensitivity analyses on the projected taxable profits by varying key assumptions within reasonably foreseeable range.
• Reviewed the adequacy of disclosures made in the financial statements with regards to deferred taxes.
Based on the above procedures performed by us we considered the management's assessment of recoverability of deferred tax assets in respect of accumulated MAT credits to be reasonable.

Emphasis of matter

5. We draw attention to Note 57 to the standalone financial statements which explainsthe uncertainties and the management's assessment of the financial impact due to thelockdown and other restrictions related to the COVID-19 pandemic situation for which adefinitive assessment of the impact in the subsequent period is highly dependent uponcircumstances as they evolve. Our opinion is not modified in respect of this matter.

Other Information

6. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the board's report (includingshareholders information) management discussion and analysis business responsibilityreport report on corporate governance but does not include the standalone financialstatements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of management and those charged with governance for the StandaloneFinancial Statements

7. 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 standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

8. In preparing the standalone 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 foroverseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the Standalone Financial Statements

9. Our objectives are to obtain reasonable assurance about whether the standalonefinancial 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 financial statements.

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

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

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

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

11. 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.

12. 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.

13. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the standalone financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other legal and regulatory requirements

14. 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.

15. 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 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 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 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 as at March 31 2020 onits financial position in its standalone financial statements – Refer Note 31 and 44;

ii. The Company has long-term contracts as at March 31 2020 for which there were nomaterial foreseeable losses. The Company did not have any derivative contracts as at March31 2020;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312020;

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 31 2020.

16. 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 chartered accountants llp
Firm Registration Number: 012754N / N500016
pradip Kanakia
Partner
Place: Bengaluru Membership Number: 039985
Date: May 18 2020 UDIN: 20039985AAAABX7791

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 15(f) of the Independent Auditors' Report of even date to themembers of Torrent Power Limited on the standalone financial statements for the year endedMarch 31 2020

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 Torrent Power Limited ("the Company") as of March 31 2020 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.

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 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.

Referred to in paragraph 15(f) of the Independent Auditors' Report of even date to themembers of Torrent Power Limited on the standalone financial statements for the year endedMarch 31 2020

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 controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures 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 2020 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. Also refer paragraph 5 of ourmain audit report.

For price Waterhouse chartered accountants llp
Firm Registration Number: 012754N / N500016
pradip Kanakia
Partner
Place: Bengaluru Membership Number: 039985
Date: May 18 2020 UDIN: 20039985AAAABX7791

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 14 of the Independent Auditors' Report of even date to themembers of Torrent Power Limited on the standalone financial statements as of and for theyear ended March 31 2020

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

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification. As regards underground distribution systems we have been informedthat the same are not physically verifiable.

(c) The title deeds of immovable properties as disclosed in Note 4 on Property Plantand Equipment and Note 5 on Right of use assets to the standalone financial statementsare held in the name of the Company or in the names of the companies which got amalgamatedinto the Company through various schemes approved by the courts in earlier years.

ii. The physical verification of inventory [excluding stocks with third parties] hasbeen 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.

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 prima facie theprescribed accounts and records have been made and maintained. We have not however madea detailed examination of the records with a view to determine whether they are accurateor complete.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues in respect of employees' state insurance duty of customs valueadded tax and cess and is generally regular in depositing the undisputed statutory duesin respect of provident fund income tax goods and services tax and other materialstatutory dues as applicable with the appropriate authorities. Also refer note 44 to thestandalone financial statements regarding management's assessment on the matter relatingto provident fund.

Further for the period March 1 2020 to March 31 2020 the Company has paid Goods andService Tax and filed GSTR 1 and GSTR3B after the due date but within the timelinesallowed by Central Board of Indirect Taxes and Customs under the Notification Number32/2020 33/2020 and 34/2020 - Central Tax dated April 3 2020 on fulfilment of conditionsspecified therein.

(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 services tax whichhave not been deposited on account of any dispute. The particulars of dues of income taxsales tax duty of customs duty of excise and value added tax as at March 31 2020 whichhave not been deposited on account of a dispute are as follows:

name of Statute nature of dues amount involved amount unpaid period to which the amount relates Forum where the dispute is pending
(Rs in Crore) ` ( in crore) (Financial Year)
Customs Act 1962 Custom duty 37.00 18.50 2012-13 Central Excise and Service Tax Appellate Tribunal
Central Excise Act 1944 Excise duty 0.17 0.17 1989-90 Central Excise and Service Tax Appellate Tribunal
Kerala General Sales Tax Act 1963 Sales Tax on Works Contracts 0.20 0.20 2001-02 Sales Tax Appellate Tribunal Calicut
Andhra Pradesh General Sales Tax Act 1957 Sales Tax on Works Contracts 0.29 0.29 1993-94 & 1994-95 Andhra Pradesh High Court Hyderabad
Tamil Nadu General Sales Tax on 0.47 0.47 1989-90 & Asst. Commissioner of
Sales Tax Act 1959 Works Contracts 1990-91 Commercial Tax Tuticorin
Gujarat Value Added Tax Act 2003 Value Added Tax 0.21 0.17 2013-14 & 2014-15 Joint Commissioner of Commercial Tax (Appeal)
0.17 0.14 2011-12 GVAT Tribunal
4.26 1.63 2009-10 & 2010-11 GVAT Tribunal
1.73 0.51 2008-09 GVAT Tribunal
1.00 0.27 2007-08 GVAT Tribunal
Gujarat Sales Tax Act 1969 Sales tax 4.29 4.29 2002-03 & 2003-04 Joint Commissioner of Commercial Tax (Appeal)
Central Sales Tax Act 1956 Central Sales Tax 3.15 2.51 2008-09 2009-10 2010-11 2011-12 & 2012-13 GVAT Tribunal
0.49 0.39 2014-15 Joint Commissioner of Commercial Tax (Appeal)
ncome tax Act I ncome Tax I 0.69 0.50 2015-16 CIT Appeals
1961

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 financial institution or bank or Government or dues to debenture holders as at thebalance sheet date.

Further in view of the extension of time granted vide a circular of Reserve Bank ofIndia (RBI) RBI/2019-20/186 dated March 27 2020 for the payment of interest andprincipal for term loans falling due between March 1 2020 and May 31 2020 the Companyhas availed the moratorium for payment of the aforesaid dues on term loans outstanding toBank of Baroda State Bank of India and Punjab National Bank.

ix. In our opinion and according to the information and explanations given to us themoneys raised by way of term loans have been applied for the purposes for which they wereobtained. The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments).

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. Also refer paragraph 16 of our main audit report.

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 chartered accountants llp
Firm Registration Number: 012754N / N500016
pradip Kanakia
Partner
Place: Bengaluru Membership Number: 039985
Date: May 18 2020 UDIN: 20039985AAAABX7791

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