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Ugro Capital Ltd.

BSE: 511742 Sector: Financials
NSE: N.A. ISIN Code: INE583D01011
BSE 00:00 | 11 Jun 134.25 -0.30
(-0.22%)
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132.80

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NSE 05:30 | 01 Jan Ugro Capital Ltd
OPEN 132.80
PREVIOUS CLOSE 134.55
VOLUME 13474
52-Week high 166.00
52-Week low 70.00
P/E 19.92
Mkt Cap.(Rs cr) 947
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 132.80
CLOSE 134.55
VOLUME 13474
52-Week high 166.00
52-Week low 70.00
P/E 19.92
Mkt Cap.(Rs cr) 947
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ugro Capital Ltd. (UGROCAPITAL) - Auditors Report

Company auditors report

To The Members of UGRO CAPITAL LIMITED Report onthe Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of UGROCAPITAL LIMITED ("the Company”) which comprise the Balance Sheet as at 31stMarch 2020 and the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Cash Flows and the Statement of Changes in Equity for the year thenended and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid 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 Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS”) read with note (i) of Emphasis of Matter below and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2020 and its profit total comprehensive income its cash flows and thechanges in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance withthe Standards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the financial statements under the provisions of the Act and theRules made thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence obtained by us is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

Emphasis of Matter

i. We draw attention to Note 44 to the Financial Statements whichdescribes the accounting for the Scheme of Arrangement on appointed date as per theapproval of National Company Law Tribunal. Our opinion on the Statement is not modified inrespect of this matter.

ii. As more fully described in Note 55 (a) to the Financial Statementsto assess the recoverability of certain assets the Company has considered currentlyavailable internal and external information in respect of the current and estimated futureglobal economic indicators consequent to the global health pandemic. The actual effect ofthe pandemic may be different from that considered in assessing the recoverability ofthese assets. Our opinion on the Statement is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters. We have determined the matters described below to be the key audit mattersto be communicated in our report.

Sr. No. Key Audit Matter Auditor's Response
1 (Refer Note 46 to the financial statements) Principal audit procedures:
As at March 31 2020 loan assets aggregating to C 82328.19 lacs constituting 69% of the Company's total assets and the related impairment provisions amounting to C 104780 lacs including macro economic overlays on account of COVID. Since the loans and advances form a major portion of the Company's assets and due to the significance of the judgments used in classifying loans and advances into various stages as stipulated in IND AS 109 and determining related impairment provision requirements this is considered to be the area that had a greater focus of our overall audit of the Company and a key audit matter. We have examined the policies approved by the Board of Directors of the Company for the methodology to be adopted for computation of ECL (“ECL Model")
Additionally we have confirmed that adjustments to the output of the ECL Model is consistent with the documented rationale and basis for such adjustments and that the amount of adjustment has been approved by the Audit Committee of the Board of Directors
Our audit procedures related to the allowance for ECL included the following among others:
• Testing the design and effectiveness of internal controls over the:
As part of our risk assessment we determined that the allowance for ECL on loan assets (including undisbursed commitments) has a high degree of estimation uncertainty with a potential range of reasonable outcomes for the financial statements. - completeness and accuracy of the Exposure at Default (“EAD") and the classification thereof into stages consistent with the definitions applied in accordance with the policy approved by the Board of Directors including the appropriateness of the qualitative factors to be applied.
The elements of estimating ECL which involved increased level of audit focus are the following: - scorecards and PD rates sent by the external credit rating agency to the Company.
• Qualitative and quantitative factors used in staging the loan assets. - where relevant we used Information System specialists to gain comfort on data integrity and completeness of the aging report
• Basis used for estimating Probabilities of Default (“PD") based on which the Staging of the loans is done into Stage 1 2 and 3
• Basis used for estimating Loss Given Default (“LGD") - computation of the ECL including methodology used to determine macro economic overlays and adjustments to the output of the ECL Model.
• Inputs and Judgements used in determination of management overlay at various asset stages considering the current uncertain economic environment arising out of the COVID 19 Pandemic
• Also for a sample of ECL on loan assets tested:
- completeness and accuracy of information used in the estimation of the PD for the different stages depending on the nature of the portfolio. For Probability of Default (PD) used in the ECL calculations we checked that the PDs used for a sample of exposures is as per the above scorecards provided by the External Credit Rating agency;
- we tested that the Loss Given Default (LGD) used in the ECL calculations is as per the Foundational-Internal Rating Based (F-IRB) approach including the appropriateness of the use of collateral and the resultant arithmetical calculations.
- for exposures determined to be individually impaired we tested a sample of loans and advances and examined management's estimate of future cash flows assessed their reasonableness and checked the resultant provision calculations. We also evaluated reasonableness of LGD estimates by comparing actual recoveries post the loan asset becoming credit impaired with estimates of LGD.
- we tested computation of provision for expected credit loss by using PD and LGD (EAD*PD*LGD*) to ensure the correctness of the Company's working
- we tested the appropriateness of the opening balance adjustments to verify the bifurcation of impairment loss into transition adjustment and charge for the period
• We also tested the adequacy of the adjustment including management's assessment of additional provision due to the Covid-19 impact after stressing the inputs used in determining the output as per the ECL Model and ensured that the adjustment was in conformity with the amount approved by the Audit Committee.
• We also assessed the disclosures made in relation to the ECL allowance to confirm compliance with the provisions of Ind AS 107
2 The Company is highly dependent on technology due to significant number of transactions that are processed electronically daily. Accordingly our audit procedures have a focus on IT systems (Loan Origination System and Loan Management System) and controls due to the pervasive nature and complexity of the IT environment the large volume of transactions processed daily and the reliance on automated and IT dependent manual controls. Our areas of audit focus included Access Security (including controls over privileged access) Program Change controls and Network Operations. Principal audit procedures performed:
For the key IT systems used to prepare accounting and financial information:
• We obtained an understanding of the Company's business IT environment Furthermore we conducted a risk assessment and identified IT applications (Loan Origination System and Loan Management System) databases and operating systems that are relevant to our audits;
• We tested the design implementation and operating effectiveness of the Company's General IT controls over the information systems that are critical to financial reporting. This included evaluation of Company's controls to ensure that access was provisioned / modified based on duly approved requests access for exit cases was revoked in a timely manner and access of all users was re-certified during the period of audit. Further controls related to program change were evaluated to verify whether the changes were approved tested in an environment that was segregated from production and moved to production by appropriate users;
Absence of segregation of duties may result in a risk of intended or unintended manipulation of data that could have a material effect on the completeness and accuracy of the financial statements.
Due to the pervasive nature and use of IT systems we assess the risk of a material misstatement arising from access to technology as a significant matter for the audit.
• We tested the controls to ensure that segregation of duties was monitored and conflicting access was either removed or mapped to mitigating controls which were documented and tested;
• We tested the controls over network segmentation restriction of remote access to the Company's network controls over firewall configurations and mechanisms implemented by the Company to prevent detect and respond to network security incidents;
• We also tested automated business cycle controls and report logic for system generated reports relevant to the audit for completeness and accuracy;
• Where deficiencies were identified we tested compensating controls or performed alternate procedures to assess whether there were any unaddressed IT risks that would impact the completeness and accuracy of data.

Information Other than the Financial Statementsand Auditor's Report Thereon

• The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon. The ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information is expected tobe made available to us after the date of this auditor's report.

• Our opinion on the financial statements does not cover the otherinformation and we do not and will not express any form of assurance conclusion thereon.

• In connection with our audit of the financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained during the course of our audit orotherwise appears to be materially misstated.

• When we read the Management Discussion and Analysis Board'sReport including Annexures to Board's Report Business Responsibility Report CorporateGovernance and Shareholder's Information if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance as required under SA 720 'The Auditor's responsibilities Relating to OtherInformation'

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the financial position financial performance includingother

comprehensive income cash flows and changes in equity of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial 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 financial statements.

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

• Identify and assess the risks of material misstatement of thefinancial 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 financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)0) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the 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 matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh thepublic interest benefits of such communication.

The comparative financial information of the Company for the year ended31st March 2019 and the related transition date opening balance sheet as at 1st April 2018included in these financial statements have been prepared after adjusting previouslyissued financial statements prepared in accordance with the Companies (AccountingStandards) Rules 2006 to comply with Ind AS. The adjustments made to the previouslyissued financial statements to comply with Ind AS have been audited by us. Our opinion onthe financial statements is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

b) In our opinion proper books of account as required by law have beenkept by the Company.

c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Cash

Flows and Statement of Changes in Equity dealt with by this Report arein agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with theInd ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31st March 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2020 from being appointed as a director interms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating

effectiveness of such controls refer to our separate Report in"Annexure A”. Our report expresses an unmodified opinion

on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

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

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

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

2. As required by the Companies (Auditor's Report) Order 2016("the Order”) issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B” a statement on the matters specified inparagraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Anjum A. Qazi
(Partner) (Membership No. 104968)
(UDIN: 20104968AAAABZ4582)
Place: MUMBAI
Date: June 13 2020

Auditor's Report (Contd.)

ANNEXURE “A” TO THE INDEPENDENTAUDITOR'S REPORT

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

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

We have audited the internal financial controls over financialreporting of UGRO CAPITAL LIMITED ("the Company”) as of March 31 2020 inconjunction with our audit of the Ind AS financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note”) issued by the Instituteof Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls OverFinancial Reporting

A company's internal financial control over financial reporting 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 control overfinancial reporting includes 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 FinancialControls Over Financial Reporting

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

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2020 based on thecriteria for internal financial control over financial reporting established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Anjum A. Qazi
(Partner) (Membership No. 104968)
(UDIN: 20104968AAAABZ4582)
Place: MUMBAI
Date: June 13 2020

ANNEXURE “B” TO THE AUDITOR'SREPORT

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

Report on Companies (Auditor's Report) Order 2016 ('theOrder') issued by the Central Government in terms of Section

143(11) of the Companies Act 2013 ( the Act ) of UGRO CAPITAL LIMITED( the Company )

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of the fixed assets.

(b) The Company has a program of verification of fixed assets to coverall the items in a phased manner over a period of three years which in our opinion isreasonable having regard to the size of the Company and the nature of its assets. Pursuantto the program certain fixed assets were physically verified by the Management during theyear. According to the information and explanations given to us no material discrepancieswere noticed on such verification.

(c) The Company does not have any immovable properties of freehold orleasehold land and building and hence reporting under clause (i) (c) of the CARO 2016 isnot applicable.

(ii) The Company does not have any inventory and hence reporting underclause (ii) of the CARO 2016 is not applicable.

(iii) According to the information and explanations given to us theCompany has granted secured loans to companies covered in the register maintained undersection 189 of the Companies Act 2013 in respect of which:

a) The terms and conditions of the grant of such loans are in ouropinion prima facie not prejudicial to the Company's interest.

b) The schedule of repayment of principal and payment of interest hasbeen stipulated and receipts of principal amounts and interest have been regular as perstipulations.

c) There is no amount overdue for more than 90 days at the balancesheet date.

(iv) The provisions of section 185 and 186 of the Companies Act 2013is not applicable to the Company. Consequently provisions of para 3(iv) of the Order isnot applicable to the Company.

(v) According to the information and explanations given to us theCompany has not accepted any deposit during the year and does not have unclaimed depositsas at 31 March 2020 and therefore reporting under clause 3(v) of the Order is notapplicable to the Company.

(vi) Having regard to the nature of the Company's business /activities reporting under clause (vi) CARO 2016 is not applicable.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) The Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-tax Goodsand Service tax cess and other material statutory dues applicable to it to theappropriate authorities.

(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income-tax cess Goods and Service tax and othermaterial statutory dues in arrears as at 31 March 2020 for a period of more than sixmonths from the date they became payable.

(c) Details of dues of Income-tax Sales Tax Service Tax CustomsDuty Excise Duty and Value Added Tax which have not been deposited as on March 31 2020on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates (A.Y.) Amount Involved (Rs.) Amount Unpaid (Rs.)
Income Tax Laws Income Tax Assessing Officer 2012-13 274130 274130
Income Tax Laws Income Tax Commissioner of Income Tax (Appeal) 2009-10 3741900 3741900
Income Tax Laws Income Tax Assessing Officer 2016-17 526334 526334
Income Tax Laws Income Tax High Court 2008-09 3778234 3778234

All the above tax matters are covered by a deed of indemnity entered byexisting promoters with erstwhile promoters and hence no provision/ disclosure ascontingent liability is required to be made in books of accounts.

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in the

repayment of loans or borrowings to financial institutions banks andgovernment and dues to debenture holders.

(ix) In our opinion and according to the information and explanationsgiven to us money raised by way of term loans have been applied by the Company during theyear for the purposes for which they were raised other than temporary deployment pendingapplication of proceeds. The Company did not raise money by way of initial public offer(including debt instruments) during the year.

(x) To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company and

no material fraud on the Company by its officers or employees has beennoticed or reported during the year.

(xi) In our opinion and according to the information and explanationsgiven to us the Company has paid managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the Company is in compliance with Section 188 and 177 of the Companies Act2013 where applicable for all transactions with the related parties and the details ofrelated party transactions have been disclosed in the financial statements etc. asrequired by the applicable accounting standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its directors or persons connected with him and hence provisions of section 192 ofthe Companies Act 2013 are not applicable.

(xvi) The Company is required to be registered under section 45-IA ofthe Reserve Bank of India Act 1934 and it has obtained the registration.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Anjum A. Qazi
(Partner) (Membership No. 104968)
(UDIN: 20104968AAAABZ4582)
Place: MUMBAI
Date: June 13 2020