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Vadilal Industries Ltd.

BSE: 519156 Sector: Agri and agri inputs
NSE: VADILALIND ISIN Code: INE694D01016
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OPEN 840.00
PREVIOUS CLOSE 833.65
VOLUME 346
52-Week high 898.95
52-Week low 469.65
P/E 13.38
Mkt Cap.(Rs cr) 599
Buy Price 818.55
Buy Qty 1.00
Sell Price 859.00
Sell Qty 2.00
OPEN 840.00
CLOSE 833.65
VOLUME 346
52-Week high 898.95
52-Week low 469.65
P/E 13.38
Mkt Cap.(Rs cr) 599
Buy Price 818.55
Buy Qty 1.00
Sell Price 859.00
Sell Qty 2.00

Vadilal Industries Ltd. (VADILALIND) - Auditors Report

Company auditors report

To The Members of Vadilal Industries Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS Disclaimer of Opinion

We were engaged to audit the accompanying standalone financial statements of VadilalIndustries Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2019 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.

We do not express an opinion on the accompanying standalone financial statements of theCompany. Because of the significance of the matters discussed in the Basis for Disclaimerof Opinion section of our report we have not been able to obtain sufficient appropriateaudit evidence to provide a basis for an audit opinion on these standalone financialstatements.

Basis for Disclaimer of Opinion

We refer to the following.

1. Note 50(A) to the standalone financial statements describes disputes on variousfinancial operational and governance matters between the promoter directors of theCompany and the numerous allegations made against each other from August 2018 till July2019 vide their respective communications to the Board of Directors of the Company.Furthermore two erstwhile Independent Directors have in their resignation letters datedJune 19 2019 addressed to the Company have raised concerns in respect of the aforesaiddisputes between the promoter directors and hostile environment in the meetings of theBoard of Directors and its committees. We provided to the Audit Committee and Board ofDirectors our suggestions to have these allegations investigated by an independentexternal agency to determine whether any irregularities / non-compliances / illegalitieshave occurred in relation to the allegations. The promoter directors have communicated toAudit Committee and Board of Directors their withdrawal of all the above allegations onJuly 22 2019 except for the matters referred in Paragraphs 2 and 3 below.

As per a resolution passed by the Board of Directors on 30th March 2019the promoter directors ceased to be Managing Directors of the Company and it was resolvedin the same meeting to appoint Professional Management as Director / Manager / CEO for theCompany and that in the interim period the Promoter Directors would continue to managethe business affairs of the Company without remuneration.

2. Note 50(B) to the standalone financial statements pertaining to the allegation madeby Promoter Director 1 and the Chief Financial Officer on August 112018 with respect topotential personal expenses amounting to Rs25.33 lakhs as official business expenses byPromoter Director 2. The Board of Directors of the Company at their meeting held on March30 2019 has initiated an independent investigation by an external consultant along withan external legal firm the scope of which inter-alia covers ascertainment ofirregularities if any with respect to these potential personal expenses. As per theinformation and explanations given to us the external consultant is currently conductingtheir investigations and they may make a determination on whether the payments wereinappropriate / illegal and its consequential impact if any including on compliance ofrelevant laws / regulations.

3. Note 50(B) to the standalone financial statements which refers to suspicion raisedby Promoter Director 2 on July 22 2019 with respect to personal travel expenses ofapproximately Rs23 lakhs suspected to have been claimed as business expense by PromoterDirector 1.

4. Note 41 to the standalone financial statements which refers to the status ofon-going litigations filed against the Company under Section 241 and 242 of the CompaniesAct 2013 pertaining to prevention of oppression and mismanagement of the Company.

5. Due to the possible effects of the matters described in paragraphs 1 to 4 above weare unable to state whether the remuneration of Rs355.96 lakhs paid by the Company to itspromoter directors during the year is in accordance with the provisions of section 197 ofthe Act and any consequential effect thereof on these standalone financial statements.

The Audit Committee and the Board of Director in their meeting held on August 23 2019resolved to initiate independent inquiries into the matters referred in paragraph 1 and 3above.

Pending completion of the aforesaid inquiries / investigations and resolution of theabove matters we are unable to determine if any adjustments are necessary to theaforesaid financial statements on account of the aforesaid matters any restatement ofprior years' including any consequential effect thereof.

Emphasis of Matter

We draw attention to footnote 5 of Note 46 to the standalone financial statements whichdescribe the key terms of a contract entered into by the Company with Vadilal EnterprisesLimited a related party for sale of its goods.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone 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 Company in accordancewith the Indian Accounting Standards prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended ("Ind AS") andother accounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statement that give a true andfair view and are free from material misstatement whether due to fraud or error.

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 for overseeing the Company's financialreporting process.

Auditor's Responsibility for the Audit of the Standalone Financial Statements

Our responsibility is to conduct an audit of the entity's financial statements inaccordance with the Standards on Auditing and to issue an auditor's report. Howeverbecause of the matters described in the Basis of Disclaimer of Opinion section above wewere not able to obtain sufficient appropriate audit evidence to provide a basis for anaudit opinion on these standalone financial statements.

We are independent of the Company in accordance with the ethical requirements that arerelevant to our audit of the financial statements and we have fulfilled our other ethicalresponsibilities in accordance with these requirements.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(1)(e) we report that in respect of the expenses statedin paragraphs 2 and 3 of the Basis for Disclaimer

of Opinion section above we are unable to comment on whether personal expenses havebeen charged to revenue account.

2. As required by Section 143(3) of the Act based on our audit we report to theextent applicable that:

a) As described in the Basis for Disclaimer of Opinion section above we have soughtbut were unable to obtain all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

b) Due to the possible effects of the matter described in the Basis for Disclaimer ofOpinion section above we are unable to state whether proper books of account as requiredby law have been kept by the Company so far as it appears from our examination of thosebooks.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.

d) Due to the possible effects of the matters described in the Basis for Disclaimer ofOpinion section above we are unable to state whether the aforesaid standalone financialstatements comply with the Ind AS specified under Section 133 of the Act.

e) The matter described in the Basis for Disclaimer of Opinion section above in ouropinion may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164 (2) of the Act.

g) The reservation relating to the maintenance of accounts and other matters connectedtherewith are as stated in the Basis for Disclaimer of Opinion paragraph above.

h) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an adverse opinion on theCompany's internal financial controls over financial reporting for the reasons statedtherein.

i) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended due to thepossible effects of the matter described in paragraph 1 to 4 in the Basis for Disclaimerof Opinion section above we are unable to state whether the remuneration paid by theCompany to its directors during the year is in accordance with the provisions of section197 of the Act.

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

i. Due to the possible effects of the matters described in the Basis for Disclaimer ofOpinion section above we are unable to state whether the Company has disclosed the impactof pending litigations on its financial position in its standalone financial statements.

ii. The Company has made provision required under the applicable law or accountingstandards for material foreseeable losses if any on long term contracts includingderivative contracts.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company except Rs0.15 lakh which is heldin abeyance pending resolution of a legal dispute.

3. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder which is subject to the possible effects of the matters described in the Basis forDisclaimer of Opinion section above and the material weakness described in the Basis forAdverse Opinion in our separate Report on the Internal Controls over Financial Reporting.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No.117366W/W-100018)
Kartikeya Raval
(Partner)
Date : August 23 2019 (Membership No. 106189)
Place : Ahmedabad UDIN: 19106189AAAAMZ2877

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

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

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of VadilalIndustries Limited ("the Company") as of March 312019 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the 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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. 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 over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our adverse audit opinion on the Company's internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures 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 Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Basis for Adverse Opinion

According to the information and explanations given to us and based on our audit amaterial weakness has been identified as at March 31 2019 relating to inadequate entitylevel controls with regards to assessment and closure of the various financialoperational and governance related matters emanating out of the numerous allegations madeby promoter directors and two erstwhile independent directors against each other and theirconsequential impact if any on the standalone financial statements of the Company.

A 'material weakness' is a deficiency or a combination of deficiencies in internalfinancial control over financial reporting such that there is a reasonable possibilitythat a material misstatement of the company's annual or interim financial statements willnot be prevented or detected on a timely basis.

Adverse Opinion

In our opinion to the best of our information and according to the explanations givento us because of the possible effects of the material weakness described in Basis forAdverse Opinion paragraph above on the achievement of the objectives of the controlcriteria the Company has not maintained adequate and effective internal financialcontrols over financial reporting as of March 312019 based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

We have considered the material weakness identified and reported above in determiningthe nature timing and extent of audit tests applied in our audit of the standalonefinancial statements of the Company for the year ended March 312019 and the materialweakness has affected our opinion on the said standalone financial statements of theCompany and we have issued a disclaimer of opinion on the standalone financial statementsof the Company.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No.117366W/W-100018)
Kartikeya Raval
(Partner)
Date : August 23 2019 (Membership No. 106189)
Place : Ahmedabad UDIN: 19106189AAAAMZ2877

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

Annexure referred to in paragraph 3 on Report on Other Legal and RegulatoryRequirements' on our report of even date and to be read subject to the possible effects ofthe matters described in the Basis of Disclaimer of Opinion section above and the materialweakness described in the Basis of Adverse Opinion in our separate Report on the InternalControls over Financial Reporting.

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme a portion of the fixed assets has been physically verifiedby the Management of the Company during the year and discrepancies noted on suchverification have been properly dealt with the books of accounts. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed / transfer deed /conveyance deed provided to us we report that the title deeds comprising all theimmovable properties of land and buildings which are freehold are held in the name of theCompany as at the balance sheet date except for the following:

Particulars of the land and building Gross Block (as at March 31 2019) Net Block (as at March 31 2019) Remarks
Freehold land located at Dwarka admeasuring 58096 Sq mtrs. Rs 338.44 lakhs Rs 338.44 lakhs The title deeds are not readily available.
Freehold land located at Bareilly admeasuring 94 Sq yrds. Rs 8.82 lakhs Rs 8.82 lakhs The title deeds are not readily available.
Residential Flat in Maruti Centre Ahmedabad admeasuring carpet area 4750 Sq Ft Rs 13.34 lakhs Rs 4.72 lakhs The title deeds are not readily available.
Investment property located at Mahalaya Complex Ahmedabad admeasuring 1360 Sq Ft Rs 20.69 lakhs Rs 19.40 lakhs The title deed is not yet on name of the Company
House Building Located at "Pushpak Bungalows" Hill Darshan Co. Op. Housing Society Limited Ahmedabad admeasuring 200 Sq. Yd. Rs 13.39 lakhs Rs 8.64 lakhs The title deeds are not readily available.

Immovable properties of freehold and leasehold land and buildings whose title deedshave been pledged as security for loans are held in the name of the Company based on theconfirmation directly received by us from lender.

I n respect of following immovable property of leasehold land & building anddisclosed as fixed asset in the standalone financial statements final lease deed / saleagreement is yet to be executed in the name of the Company:

Particulars of the land and building Gross Block (as at March 31 2019) Net Block (as at March 31 2019)
Leasehold land admeasuring 7825 Sq. Mtrs. at Bareily Uttar Pradesh Rs 586.82 lakhs Rs 586.82 lakhs

(ii) As explained to us the inventories were physically verified during the year bythe Management at reasonable intervals and no material discrepancies were noticed onphysical verification.

(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 Companies Act 2013.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 73 to 76 or any other relevantprovisions of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 as amended with regard to the deposits accepted except filing of annual return inForm DPT-3 as required under section 73(2) of the Companies Act 2013 read with rule 16 ofCompanies (Acceptance of Deposits) Rules 2014 as amended for the financial year2018-19. According to the information and explanations given to us no order has beenpassed by the Company Law Board or the National Company Law Tribunal or the Reserve Bankof India or any Court or any other Tribunal.

(vi) To the best of our knowledge and according to the information and explanationsgiven to us the Company is not required to maintain cost records pursuant to Companies(Cost Records and Audit) Rules 2014 as amended prescribed by the Central Governmentunder section 148(1) of the Companies Act 2013.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Income-tax Sales Tax Service Tax Customs Duty cess Goodsand Service Tax and other material statutory dues applicable to it to the appropriateauthorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Income-taxService Tax Customs Duty cess Goods and Service Tax and other material statutory duesin arrears as at March 312019 for a period of more than six months from the date theybecame payable.

(c) Details of dues of Sales tax Excise Duty and Income-tax which have not beendeposited as on 31st March 2019 on account of disputes are given below:

Name of Statute Nature of Dues Forum where dispute is pending Period to which the amount relates Amount involved (In Lacs) Amount unpaid (In Lacs)
1 Central Sales tax act and Sales tax act of various states Sales tax and penalty High Court 1998-99 39.07 23.24
Additional tax demand JT Comm S. Tax 2000-01 12.49 12.49
Sales tax demand DC Appeal-4 Mehsana 2000-01 20.74 15.74
Sales tax demand Dy. Comm S. Tax 2001-02 1.55 1.55
Sales tax demand Sales Tax Tribubal Bhubneshwar 2002-03 2.10 0.60
Sales tax asst dues JC-1 Appeal Ahmedabad 2003-04 2.39 2.39
Purchase tax JC-1 Appeal Ahmedabad 2003-04 0.46 0.46
Sales tax Sales Tax Tribunal 2004-05 3.67 3.67
Sales tax and penalty Sales Tax Tribunal 2010-11 24.81 14.81
Sales tax Adnl Comm Grade-2 2012-13 2.39 1.42
Sales tax Adnl Comm Grade-2 2013-14 3.08 1.54
Sales tax Adnl Comm Grade-2 2016-17 45.84 30.25
Sales tax JC-Corporate Bareilly 2010-11 8.02 7.25
Sales tax Adnl Comm Grade-2 Appeal Bareilly 2013-14 9.34 4.67
Sales tax Adnl Comm Grade-2 Appeal Bareilly 2012-13 0.66 -
Sales tax Adnl Comm Grade-2 Appeal Bareilly 2017-18 0.25 -
Sales tax Adnl Comm Grade-2 Appeal Bareilly 2015-16 3.83 2.50
Sales tax Deputy Commissioner Sales Tax 2004-05 0.19 -
2 Central Excise Act 1944 Excise duty Asst. Commissioner 1988-89 4.58 4.58
Excise duty Asst. Commissioner 2003-04 4.28 4.28
Excise duty Customs Excise & Service Tax Appellate Tribunal 2011-12 to 2014-15 34.14 34.14
3 Income tax Act 1961 Income tax AO 2007-08 28.77 28.21
Income tax ITAT 1996-97 1.93 1.93
Income tax AO 2006-07 1.37 1.37
Income tax Circle 4 (1)(2) Ahmedabad 2015-16 7.72 7.53
Income tax Circle 4 (1)(2) Ahmedabad 2016-17 33.08 33.08
Income tax High Court 1992-93 50.46 50.46

(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 andfinancial institutions. The Company has not taken any loans or borrowings from governmentor has not issued any debentures.

(ix) In our opinion and according to the information and explanations given to usmoney raised by way of term loans has been applied by the Company during the year for thepurpose for which they were raised other than temporary deployment pending application ofproceeds. The Company has not raised moneys by way of initial public offer or furtherpublic offer (including debt instruments).

(x) Except for the possible effects of the matters described in the Basis forDisclaimer of Opinion section in our audit report on the Financial Statements on which weare unable to comment to the best of our knowledge and according to the information andexplanation given to us no fraud by the Company and no material fraud on the Company hasbeen noticed or reported during the year.

(xi) Due to the possible effects of the matter described in paragraph 1 to 4 in theBasis for Disclaimer of Opinion section above we are unable to state whether theremuneration paid by the Company to its promoter directors during the year is inaccordance with the provisions of section 197 of the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given to usand considering the legal opinion taken by the Company on the compliances with theprovisions of section 177 and 188 of the Companies Act 2013 in respect of an agreemententered into by the Company with Vadilal Enterprises Limited a related party (Referfootnote 5 of Note 46 to the standalone financial statements) the Company is incompliance with Section 188 and 177 of the Companies Act 2013 where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the standalone financial statements etc. as required by the applicableaccounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its subsidiaries or persons connected with them and henceprovisions of section 192 of the Companies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No.117366W/W-100018)
Kartikeya Raval
(Partner)
Date : August 23 2019 (Membership No. 106189)
Place : Ahmedabad UDIN: 19106189AAAAMZ2877