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Wanbury Ltd.

BSE: 524212 Sector: Health care
NSE: WANBURY ISIN Code: INE107F01022
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OPEN 85.40
PREVIOUS CLOSE 85.50
VOLUME 8134
52-Week high 115.00
52-Week low 32.55
P/E
Mkt Cap.(Rs cr) 267
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 85.40
CLOSE 85.50
VOLUME 8134
52-Week high 115.00
52-Week low 32.55
P/E
Mkt Cap.(Rs cr) 267
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wanbury Ltd. (WANBURY) - Auditors Report

Company auditors report

TO THE MEMBERS OF WANBURY LIMITED Report on Standalone FinancialStatements Opinion

We have audited the accompanying standalone financial statements ofWanbury Limited ("the Company") which comprise the Standalone Balance Sheet asat 31 March 2020 the Standalone Statement of Profit and Loss including OtherComprehensive Income (Loss) the Standalone Statement of Changes in Equity the StandaloneCash Flow Statement for the year then ended and a summary of the Notes to the standalonefinacial statementincluding significant accounting policies and other explanatoryinformation (herein after referred to as "standalone financial statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2020and its profit other comprehensive income (loss) changes in equity and its cash flowsfor the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India("ICAI") together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Act and the Rules thereunder andwe have fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion on the standalone finacial statement.

Material Uncertainty Related to Going Concern:

In spite of negative net worth of the Company the standalone financialstatements of the Company have been prepared on a going concern basis for the reasonsstated in Note No. 61 of the standalone financial statements.

Our opinion is not modified in respect of the same.

Emphasis of Matters

We draw attention to the following matters in the Notes to thestandalone financial statements:

a) The Company has given guarantee in respect of Exim Bank'sinvestments of USD 60 Lakhs (' 4523.15Lakhs) in Wanbury Holding B.V. a subsidiary of theCompany which has been invoked. The said dues being part of the CDR Scheme will beaccounted upon arriving at mutually agreed terms of settlement as stated in Note No. 42(a) of the standalone financial statements.

b) Note No. 45 of the standalone financial statements regarding thestatus of merger of erstwhile PPIL with the Company. and Our opinion is not modified inrespect of these matters.

c) Note No. 66 to the standalone financial statements which describesthe uncertainties and potential impact of the Covid-19 pandemic on the Company'soperations and results as assessed by the management. The actual results may differ from

such estimates depending on future developments.

Key Audit Matters

Key audit matters are those matters that in our professionaljudgement were of most significance in our audit of the standalone financial statementsof the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Relatedto Going Concern section we have determined the matters described below to be the keyaudit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
Assessment of Provisions and Contingent liabilities Our audit procedures included the following:
• Understanding and evaluating process and controls designed and implemented by the management including testing of relevant controls;
The Company undergoes assessment proceedings from time to time with direct and indirect tax authorities and with certain other parties. There is a high level of judgement required in estimating the level of provisioning and/ or the disclosures required. The management's assessment is supported by advice from internal / external tax consultants and legal consultants where considered necessary by the management. Accordingly unexpected adverse outcomes could significantly impact the Company's reported Profit and Balance Sheet position.
• Obtaining details of the related matters inspecting the supporting evidences and critically assessing management's evaluation through discussions with management on both the likelihood of outcome and the magnitude of potential loss;
• Reading recent orders and/ or communication received from the tax authorities and with certain other parties and management replies to such communication;
• Evaluating independence objectivity and competence of the management's tax / legal consultants (internal/ external);
(Refer Note 41 42 & 43 of the standalone financial statements)
• Understanding the current status of the tax assessments/ litigations;
We considered the above area as a key audit matter due to associated uncertainty related to the outcome of these matters and application of material judgement in interpretation of law. • Obtaining direct written confirmations from the Company's legal/ tax consultants (internal/ external) to confirm the facts and circumstances and assessment of the likely outcome.
• Assessing the likelihood of the potential financial exposure;
• We did not identify any material exceptions as a result of above procedures relating to management's assessment of provisions and contingent liabilities.
Appropriateness of the Expected credit loss ("ECL"). Our procedures in relation to testing of ECL includes the following:
• We have verified the calculation of ECL as estimated by the man agement. We have examined the methodology and the judgements/ assumptions used by the management while estimating ECL.
To recognise ECL the Company applies simplified approach for trade receivable which do not contain a significant financing component and general approach for corporate guarantee contracts and financial assets measured at amortised cost and FVTOCI debt instrument.
In calculating ECL the Company has also considered credit reports and other related credit information for its customers to estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic relating to COVID-19.
ECL is considered as KAM in view of significant estimates and judgements made by the management for measurement and recognition of the same.
(Refer Note 63 of the standalone financial statements)

Information Other than the Financial Statements and Auditor's ReportThereon ("Other information")

The Company's Manegment and Board of Directors areresponsible for theother information. The other information comprises the information included in theCompany's Annual report but does not include the financial statements and our auditor'sreport thereon.

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

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's and Board Of Director's Responsibility for the StandaloneFinancial Statements

The Company's Managment and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance including other comprehensive income (loss)cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Ind AS prescribed under Section 133of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgements and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements management and boardof director's are responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.

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

Auditor's Responsibilities for Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgement 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 control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls with reference tofinancial statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management and board ofdirector's use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to 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.

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 mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of Section143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act we report 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 so far as it appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss including othercomprehensive income (loss) the Cash Flow Statement and the Statement of Changes inEquity dealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act read with relevant rules issuedthereunder;

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

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B"

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:

In our opinion and according to the information and explanation givento us no managerial remuneration has been paid or provided during the year. Hencerequirement of Section 197(16) of the Act are not applicable to the Company.

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 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact if any of pending litigationsas at 31 March 2020 on its financial position in its standalone financial statements -Refer Note 41 to the standalone financial statements;

ii. The Company has not entered into 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;

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

FOR AND ON BEHALF OF
V. PAREKH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 107488W
RASESH V. PAREKH - PARTNER
Navi Mumbai MEMBERSHIP NO. 38615
DATED: 22July 2020
UDIN: 20038615AAAAHD2336

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(The Annexure referred to in para 1 under the heading "Report onOther Legal and Regulatory Requirements" of our report of

even date to the Members of WANBURY LIMITED on the standalone financialstatements for the year ended 31 March 2020.)

1) In respect of its fixed assets:

a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets i.e Property Plant andEquipment("PPE").

b) As informed to us by the management the Company has a policy ofphysically verifying fixed assets (PPE) in a phased manner over a period which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. We are informed that there were no material discrepancies noticed on suchverification and the same has been properly dealt with in the books of account.

c) According to the information and explanations given to us and thetitle deeds / lease deeds and other records examined by us we report that the title deeds/ lease deeds in respect of all the immovable properties of land which are freeholdimmovable properties of land that have been taken on lease and buildings as disclosed asFixed Asset (PPE) in Note 8 to the standalone financial statements are held in the nameof the Company or in the erstwhile name of the Company or in the name of the transferorcompanies which have merged into the Company as at the balance sheet date.

2) According to the information and explanation given to us theinventories have been physically verified by the management at reasonable intervals duringthe year except for stocks with third parties for which most of the confirmationcertificates have been obtained by the Company. The discrepancies noticed on such physicalverification between physical stock and book records were not material and have beenadequately dealt with in the books of account.

3) According to the information and explanations given to us theCompany has not granted any loan secured or unsecured to companies firms LimitedLiability Partnership or other parties covered in the register maintained under Section189 of the Companies Act 2013. Accordingly paragraph 3(iii) of the Order is notapplicable to the Company.

4) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 185 and 186 of theCompanies Act 2013.

5) According to the information and explanations given to us theCompany has not accepted any deposits as per the directives issued by the Reserve Bank ofIndia under the provisions of Sections 73 to 76 or any other relevant provisions of theAct and the rules framed there under. Accordingly paragraph 3(v) of the Order is notapplicable to the Company.

6) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for maintenance of costrecords under Section 148(1) of the Companies Act 2013 in relation to productsmanufactured and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained. We have not made a detailed examination of therecords with a view to determine whether they are accurate and complete.

7) According to the information and explanations given to us:

a) According to information and explanations given to us and records ofthe Company examined by us on a test check basis the Company has not been regular indepositing undisputed statutory dues including Provident Fund Employees State InsuranceIncome Tax Goods and Service Tax Custom Duty Cess and other material statutory dueswith the appropriate authorities. On the basis of the audit procedures followed testchecks of the transaction and the representation from the Management there are noundisputed amounts payable in respect of aforesaid material statutory dues as at 31 March2020 which were in arrears for a period of more than six months from the date they becamepayable except in respect of Income Tax of ' 49.38 Lakhs and statutory dues of erstwhilePPIL referred to in Note 45a of the standalone financial statements.

b) On the basis of our examination of the documents and records of theCompany there are no dues of Income Tax Goods and Service Tax Customs Duty and Cess asat 31 March 2020 which have not been deposited on account of a dispute except asenumerated herein below which are pending before respective authorities as mentioned thereagainst:

Name of the Statute Nature of the Dues Amount In Lakhs* Period to which amounts relate Forum where dispute is Pending
The Income Tax Act 1961 Income Tax/ TDS/ Interest / Penalty 501.21 AY 2010-11 Deputy Commissioner of Income tax Mumbai
Name of the Statute Nature of the Dues Amount ' In Lakhs* Period to which amounts relate Forum where dispute is Pending
The Central Sales Tax Act 1956 Sales Tax/Interest / Penalty 42.95 FY 1997-98 to FY 2004-05 Andhra Pradesh High Court
2972.28 FY 1992-93 FY 1994-95 FY 1996-97 FY 1997-98 & FY 2000-01 to FY 2004-05 Bombay High Court
Service Tax under Finance Act 1994 Service Tax/ Interest/ Penalty 290.32 FY 2005-06 to FY 2010-11 Central Excise and Service Tax Appellate Tribunal Mumbai
31.43 FY 2011-12 The Commissioner of Central Excise (Appeals) Mumbai
The Central Excise Act 1944 Excise Duty/ Penalty 26.10 Mar 2013 to Dec 2013 The Custom Excise and Service Tax Appellate Tribunal (CESTAT) Hyderabad
41.94 Jan 2014 to Oct 2014 The Custom Excise and Service Tax Appellate Tribunal (CESTAT) Hyderabad
20.03 Nov 2014 to Aug 2015 The Commissioner of Central Excise (Appeals) Guntur Andhra Pradesh

*Net of amounts paid under protest or otherwise. Amount as per demandorder including interest and penalty wherever quantified.

8) Based on our audit procedures information and explanations given tous there is no delay in respect of repayment of loans

or borrowings to financial institutions banks Government and dues todebenture holders except for the following defaults.

Particulars Amount of default as at the balance sheet date Period of default (in days) and Remarks
(' in Lakhs)
Andhra bank
- Interest 559.27 1 to 1097 days
EXIM Bank - Principal 653.68 1 to 732 days
- Interest 107.00 1 to 671 days
State Bank of India - London -Principal 1361.23 367 days
-Interest 60.57 1 to 367 days
Foreign Currency Convertible Bond Holders - Principal 345.44 1 to 2899 days
- Interest 115.85 1 to 3198 days
Non Convertible Debentures 55.67 Unpaid from 1 May 2009
97.00 Unpaid from 1 May 2010
Refer Note 27.1 and 45a of standalone the
financial statements
Particulars Amount of default as at the balance sheet date (' in Lakhs) Period of default (in days) and Remarks
Optionally Fully Convertible Debentures 291.00 Unpaid from 30 April 2010
291.00 Unpaid from 30 April 2011
Refer Note 27.2 and 45a of "The Standalone" financial statements
Term Loans taken by erstwhile PPIL from banks / 68.02 Unpaid from respective due dates.
financial institutions Refer Note 27.4 27.5 and 45a of the standalone financial statements

9) According to the information and explanations given to us theCompany has not raised any money by way of initial public offer or further public offer(including debt instruments) and has not taken any term loan during the year.

10) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the Management.

11) According to the information and explanation given to us and on thebasis of our examination of the records of the Company during the year no managerialremuneration has been paid or provided.

12) In our opinion and according to the information and explanationgiven to us the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of theOrder is not applicable to the Company.

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

14) According to the information and explanation given to us duringthe year the Company has made preferential allotment of equity shares to Edelweiss AssetReconstruction Company Limited (EARC) as a Trustee of EARC Trust SC 145 by converting partof the debt into equity which is in compliance of section 42 of the Companies Act 2013.(Refer Note 21.7)

15) In our opinion and according to the information and explanationgiven to us the Company has not entered into any noncash transactions with directors orpersons connected with directors. Accordingly paragraph 3(xv) of the Order is notapplicable to the Company.

16) In our opinion and according to the information and explanation given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

FOR AND ON BEHALF OF
V. PAREKH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 107488W
Navi Mumbai RASESH V. PAREKH - PARTNER
DATED: 22 July 2020 UDIN: 20038615AAAAHD2336 MEMBERSHIP NO. 38615

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(The Annexure referred to in para 2 (f) under the heading "Reporton Other Legal and Regulatory Requirements" of our report of even date to the Membersof WANBURY LIMITED on the Standalone financial statements for the year ended 31 March2020.)

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

We have audited the internal financial controls with reference tofinancial statements of WANBURY 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.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia ("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation and presentation of reliable financial information as required under theCompanies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the ICAI and the Standards on Auditing issued by ICAIand deemed to be prescribed under Section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls. Those Standards and the above mentioned Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement 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 with reference to financial statements.

Meaning of Internal Financial Controls with reference to FinancialStatements

A company's internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial control with reference to financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls with reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

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 with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as at31 March 2020 based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the ICAI.

FOR AND ON BEHALF OF
V. PAREKH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 107488W
RASESH V. PAREKH - PARTNER
Navi Mumbai MEMBERSHIP NO. 38615
DATED: 22 July 2020
UDIN: 20038615AAAAHD2336

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