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UFO Moviez India Ltd.

BSE: 539141 Sector: Media
NSE: UFO ISIN Code: INE527H01019
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VOLUME 39338
52-Week high 105.90
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Mkt Cap.(Rs cr) 260
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OPEN 92.00
CLOSE 91.60
VOLUME 39338
52-Week high 105.90
52-Week low 64.80
P/E
Mkt Cap.(Rs cr) 260
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

UFO Moviez India Ltd. (UFO) - Auditors Report

Company auditors report

To the Members of UFO Moviez India Limited

Report on the audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of UFO Moviez India Limited("the Company") which comprise the standalone balance sheet as at March 312020 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information. In ouropinion and to the best of our information and according to the explanations given to usthe aforesaid standalone financial statements give the information required by theCompanies Act 2013 ("Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2020 and of its profit and othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with theStandardsonAuditing(SAs)specifiedunderSection 143(10) of the Act. Our responsibilities under those SAs are further described inthe Auditors' Responsibilities for the Audit of the Standalone 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 accordancewith these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion on thestandalone 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 financial statements of the current period.These matters were addressed statements as a whole and in forming our opinion thereonand we do not provide a separate opinion on these matters.

The key audit matter How the matter was addressed in our audit
Impact of COVID-19 on Going concern assessment Our procedures included:
Refer Note 45 to the financial statements The Company is in the business of digital cinema distribution network across India. With outbreak of COVID-19 pandemic ? Obtained management's assessment of use of going concern assumption in preparation of the financial statements
in India a nationwide lockdown was announced since mid of March 2020. The operations of the Company are severely impacted due to economic uncertainty and disruption created by closure of cinema halls and this necessitates the evaluation of the Company's ability to continue as a going concern and meeting its obligations to the stakeholders creditors employees and lenders. ? Discussed with the management and those charged with Governance regarding the plan for resumption of operations and the Company's ability to meet it's of obligations in the interim period. Assessed sufficiency the Company's resources/funds to meet its costs in the foreseeable future.
? Evaluated the external inputs and assumptions within the going concern model by comparing them to the assumptions used elsewhere in the preparation of the financial statements.
? Assessed the appropriateness and reasonableness of the cash flow forecasts for the foreseeable future approved by the Board of Directors taking into account the adverse effects that could arise from the outbreak of COVID-19 pandemic. We challenged the appropriateness by performing sensitivity analysis on key assumptions used by management in the cash flow forecasts
? Evaluated the mitigation measures taken by the Company's management and those in charge with Governance. In particular we evaluated measures of cost rationalization managing the Company's liquidity position and maintaining the facilities for resumption after the lockdown is lifted
? We also considered the adequacy of the required disclosure in the financial statements on the going concern assumption
Revenue Recognition Advertisement Revenue In relation to recognition of revenue from advertisements we
(Refer Notes 21 and 2(g) to the standalone financialstatements) have:
We identified advertisement revenue as a KAM considering
Advertisement revenue has an inherent risk due to fraud and error for arrangements entered into with various types of customers and advertisement agencies. Considered the appropriateness of management's revenue recognition policy in accordance with the requirements of Ind AS 115;
The Company uses its automated front-end system for scheduling tracking and invoicing advertisement revenues. The advertisement revenue is recognised based on automated playback logs retrieval and playout rates in the system. Further processing of advertisement content and scheduling of advertisements are linked to the financial module. Thus recognition of Company's advertisement revenue is largely dependent on the front end system and may be susceptible to management override of controls. Assessed the reasonableness of the timing and amount of revenue recognized during the year;
Assessed the design implementation and operating effectiveness of management's key internal controls over revenue recognition;

Involving our internal IT specialists assessed the design implementation and operating effectiveness of management's key internal IT controls over the the scheduling billing and accounting system; tested the financial information contained within the advertisement module and billing systems which included system generated reports recording of revenue and accrual of revenue at period end; Detailed testing of sample selected statistically for sales transactions from origination through to the general ledger to ensure that revenue recognised was complete and was recorded in the appropriate period and at the correct value;

On selected samples statistically we o confirmed our understanding of the process by which revenue is determined by the relevant billing system
o verified underlying records such as sales contracts release orders invoices logs for advertisements displayed
o analyzed release orders over / under/ unutilized and obtained rationale from management for the same
o verified the underlying documents to confirm the existence of the customers evaluated the margin analysis on overall advertisement revenue.
Impairment of investment in and loans to subsidiaries Our audit procedures included amongst others the following:
(Refer Notes 4 and 5 to the standalone financial statements) Evaluating the Company's process for identifying indicators of impairment of its investment in subsidiaries and /or recoverability of loans by assessing management's review of the financial performance of each subsidiary;
The Company has investments in subsidiaries and has also given loans to them - the carrying amount of investment in subsidiaries is Rs.11610 lakhs and has advanced loans amounting to Rs. 569 lakhs. Management has performed an impairment assessment based on the future business plans of the entity with underlying assumptions using the discounted free cash flow model.
• assessed the recoverable amount based on the valuation carried out by the Company using discounted cash flow model. This included assessment of historical accuracy of management's assumptions and forecasts and review of documentation supporting key judgements;
We identified this as a KAM considering: may the significant not be recoverable. reconciled input data to approved budgets and tested mathematical accuracy; performed sensitivity analysis around the key assumptions to ascertain the extent to which adverse changes both individually or in aggregate could impact the analysis;
the annual impairment testing involves significant judgment in evaluating appropriateness of model used and underlying assumptions such as growth rate terminal value discount rate and others. Discussed management's strategic and operational plans for the foreseeable future.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financialstatements and our auditors'report thereon.

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

In connection with our audit of the standalone financialstatements 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.

Management's and Board of Directors' Responsibility for the Standalone FinancialStatements

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. 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 designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the standalone financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

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 auditors' 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.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:? Identify andassess the risks of material misstatement of the standalone financial statements whetherdue to fraud or error design and perform audit procedures responsive to those risks andobtain audit evidence that is sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgery intentionalomissions 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 standalone financial statements inplace and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the standalone financial statementsmade by the Management and Board of Directors.

Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast continue as agoing concern. If we conclude that a material uncertainty exists we significant arerequired to draw attention in our auditors' report to the related disclosures in thestandalone financialstatements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' 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 standalonefinancialstatements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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 alsoprovide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence and to communicate with them allrelationships 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 financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or 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.

Other Matter

The Company's standalone financial statements for the year ended 31 March 2019prepared in accordance with Ind AS were audited by us where we have expressed anunmodified opinion as per our report dated 21 May 2019. As more fully explained in Note 36to the standalone financial statements the figures for the year ended 31 March 2019 havebeen adjusted to give effect to the Scheme of Demerger (‘the Scheme') of a businessdivision of the Company's wholly owned subsidiary namely Valuable Digital Screen PrivateLimited into the Company (refer Note 36 to the standalone financial statements) and theseadjustments have been audited by us.

Our opinion on the standalone financial statements is not modified in respect of theabove matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit. b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books c) The standalone balance sheet the standalone statement ofprofit and loss (including other comprehensive income) the standalone statement ofchanges in equity and the standalone statement of cash flows dealt with by this Report arein agreement with the books of account d) In our opinion the aforesaid standalonefinancial statements comply with the Ind AS specified under Section 133 of the Act. e) Onthe basis of the written representations received from the directors of the Company as onMarch 31 2020 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2020 from being appointed as a director in terms of Section164(2) of the Act. f) With respect to the adequacy of the internal financial controls withreference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".(B) With respect to the other matters to be included in the Auditors' Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us: i. The Company hasdisclosed the impact of pending litigations as at March 31 2020 on its financial positionin its standalone financial statements - Refer Note 34 to the standalone financialstatements; ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses; iii. There has been nodelay in transferring amounts required to be transferred to the Investor Education andProtection Fund by the Company; and iv. The disclosures in the standalone financialstatements regarding holdings as well as dealings in specified bank notes during theperiod from 8 November 2016 to 30 December 2016 have not been made in these standalonefinancial statements since they. do not pertaintothe financial year ended March 31 2020(C) With respect to the matter to be included in the Auditors' Report under Section197(16): In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

Place : Mumbai Date : June 22 2020

For B S R & Co. LLP

Chartered Accountants Firm's Registration No. 101248W/W- 100122

Rajesh Mehra

Partner

Membership No. 103145 ICAI UDIN: 20103145AAAABJ9609

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of the Company on the standalone financial statements for the year ended March 312020 we report the following: (i) (a) The Company has maintained proper records showingfull particulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assetsby which all fixed assets are verified in a phased manner over a period of two years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the programme certain fixedassets were physically verified during the year and no material discrepancies were noticedon such verification (c) According to the information and explanations given to us theCompany does not have any immovable property. Thus paragraph 3(i)(c) of the Order is notapplicable to the Company.

(ii) The inventory has been physically verified by the management is reasonable. TheCompany has maintained proper records of inventory. There were no discrepancies noticed onverification between the physical stock and the book records.

(iii) The Company has granted unsecured loan to its wholly-owned subsidiary which isalso a party covered in the register maintained under Section 189 of the Act. The loan andinterest thereon are repayable on demand. Management informs us that Company has notdemanded repayment of the loan or interest during the year and thus there is no default onthe part of the party to whom the money has been lent. In our opinion and according to theinformation and explanations given to us the terms and conditions of the said loan arenot prima facie prejudicial to the interests of the Company. (iv) The Company has notgranted any loans or provided any guarantees or security to the parties covered underSection 185 of the Act. The Company has complied with the provisions of Section 186 of theAct in respect of investments made or loans or guarantee or security provided to theparties covered under Section 186 of the Act.

(v) The Company has not accepted any deposits from the public within the meaning of thedirectives issued by the Reserve Bank of India provisions of Sections 73 to 76 of theAct any other relevant provisions of the Act and the relevant rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148 of the Act for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' StateInsurance Income-tax Goods and Services tax duty of Customs Value added tax Sales taxand other material statutory dues have been regularly deposited during the year by theCompany with the appropriate authorities. As explained to us Company did not have anydues on account of duty of Excise and Cess.

(b) According to the information and explanations given to us there are no dues ofIncome-tax Goods and Service tax duty of Customs which have not been deposited onaccount of any dispute. The following dues of Service tax Value added tax and Sales taxhave not been deposited by the Company on account of disputes:

Name of the statute Nature of dues* Amount (Rs in lakhs)* Period (Financial year) Forum where the dispute is pending
Finance Act 1994 and Service Tax Rules 1994 Service Tax 1527 2007-08 to 2013-14 Honorable High Court of Mumbai
Finance Act 1994 and Service Tax Rules 1994 Service Tax 3637 2014-15 to 2017-18 Commissioner of Service tax
Bihar Value Added Tax Act Value added tax 6 2007-08 to 2008-09 Joint Commissioner of Sales Tax (Appeals)
West Bengal Value added tax Value added tax 42 2007-08 Sales Tax Appellate tribunal
Bihar Value Added Tax Act Value added tax 5 2010-11 Joint Commissioner of Sales Tax (Appeals)
Tamil Nadu Sales tax Sales Tax 2 2014-15 to 2015-16 Joint Commissioner of Sales Tax (Appeals)
Gujarat Sales tax Sales tax 1 2013-14 Joint Commissioner of Sales Tax (Appeal)
Andhra Pradesh Sales tax Sales tax 5 2015-16 Joint Commissioner of Sales Tax (Appeal)
Kerala Sales tax Sales tax 28 2012-13 Joint Commissioner of Sales Tax (Appeal)
Telangana sales tax Sales tax 6 2014-15 Dy. Commissioner Sales tax
Kerala Sales tax Sales tax 2 2011-12 Dy. Commissioner (Appeals)
West Bengal Central sales tax Sales tax 51 2013-14 to 2017-18 Sr. Joint Commissioner of sales tax
Goa VAT act 2005 and CST act 1956 Sales tax 7 2015-16 Appellate Authority
Gujarat VAT Act 2003 Sales tax 2 2014-15 Deputy Commissioner (Appeals)
Kerala Central sales tax Sales tax 15 2012-13 Deputy Commissioner (Appeals)
Kerala VAT act 2003 Sales tax 16 2011-12 Deputy Commissioner (Appeals)

*Excludes interest / penalty payable under relevant provisions of the respective Actsand amounts are net of amounts paid/deposited under protest of Rs 30 lakhs.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to banks. TheCompany did not have any outstanding loans or borrowings from financial institutions orgovernment and there are no dues to debenture holders during the year.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. In our opinion and according tothe information and explanations given to us the term loans taken by the Company havebeen applied for the purpose for which they were raised.

(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 haveneithercomeacrossanyinstance officersor fraudbytheCompany anyinstancesfraudontheCompanybyits employees noticed or reported during the year nor have we beeninformed of any such case by the management.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us in our opinion theCompany is not a Nidhi Company as prescribed under Section 406 of the Act.

(xiii) In our opinion and according to the information and explanations given to usall transactions with the related parties are in compliance with Sections 177 and 188 ofthe Act and the details of such transactions have been disclosed in the standalonefinancial .IndAS statements asrequired under (xiv) According to the information andexplanations given to us and based on our examination of the records of the Company theCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year. Accordingly paragraph 3(xiv) of the Orderis not applicable to the Company. (xv) According to the information and explanations givento us and based on our examination of the records of the Company the Company has notentered into non-cash transactions with directors or persons connected with him.Accordingly paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company is not required to be registeredunder Section 45 IA of the Reserve Bank of India Act 1934. Accordingly paragraph 3 (xvi)of the Order is not applicable to the Company.

Place : Mumbai Date : June 22 2020

For B S R & Co. LLP

Chartered Accountants Firm's Registration No: 101248W/W-100022

Rajesh Mehra

Partner

Membership No: 103145 ICAI UDIN: 20103145AAAABJ9609

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of

Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

(Referred to in paragraph 2A(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference to standalone financialstatements of UFO Moviez India Limited ("the Company") as of 31 March 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements andsuchinternalfinancialcontrolswereoperatingeffectivelyas at March 31 2020 based on theinternal financial controls with statements criteria established by the Companyconsidering the essential components of internal control referencetofinancial stated inthe Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issuedby the Institute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequateinternalfinancialcontrolsthatwereoperatingeffectivelyfor ensuring the orderly andefficient conduct of its business including adherence to 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 (hereinafterreferred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financialcontrols with reference to standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintainedandwhethersuchcontrolsoperatedeffectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of such internalfinancial controls 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 auditors' judgement including theassessment of the risks of material misstatement of the standalone financial statementswhether due to 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 Company's internal financial controls withreference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internalfinancialcontrols 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 generallyaccepted accounting principles. A company's internal financial controls with reference tofinancial statements include those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

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 to the risk that the internalfinancialcontrols with reference to financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Mumbai

June 22 2020

For B S R & Co. LLP

Chartered Accountants Firm's Registration No: 101248W/W-100022

Rajesh Mehra

Partner

Membership No: 103145 ICAI UDIN: 20103145AAAABJ9609