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Wanbury Ltd.

BSE: 524212 Sector: Health care
NSE: WANBURY ISIN Code: INE107F01022
BSE 10:01 | 07 Aug 37.35 1.75
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NSE 10:01 | 07 Aug 37.85 1.80
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OPEN 37.35
PREVIOUS CLOSE 35.60
VOLUME 3014
52-Week high 37.35
52-Week low 10.90
P/E
Mkt Cap.(Rs cr) 93
Buy Price 37.35
Buy Qty 20626.00
Sell Price 37.35
Sell Qty 775.00
OPEN 37.35
CLOSE 35.60
VOLUME 3014
52-Week high 37.35
52-Week low 10.90
P/E
Mkt Cap.(Rs cr) 93
Buy Price 37.35
Buy Qty 20626.00
Sell Price 37.35
Sell Qty 775.00

Wanbury Ltd. (WANBURY) - Auditors Report

Company auditors report

TO THE MEMBERS OF WANBURY LIMITED Report on Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Wanbury Limited(“the Company”) which comprise the Balance Sheet as at 31 March 2019 theStatement of Profit and Loss including Other Comprehensive Income (Loss) the Statement ofChanges in Equity the Cash Flow Statement for the year then ended and a summary of thesignificant accounting policies and other explanatory information (herein after referredto as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (“the Act”) in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended (“Ind AS”) and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at 31 March 2019 and its loss othercomprehensive income (loss) changes in equity and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (“ICAI”)together with the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion.

Material Uncertainty Related to Going Concern:

In spite of negative net worth of the Company the standalone financial statements ofthe Company have been prepared on a going concern basis for the reasons stated in Note No.60 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 the standalone financialstatements:

a) The Company has given guarantee in respect of Exim Bank's investments of USD 60Lakhs (' 4150.28 Lakhs) in Wanbury Holding B.V. a subsidiary of the Company which hasbeen invoked. The said dues being part of the CDR Scheme will be accounted upon arrivingat mutually agreed terms of settlement as stated in Note No. 42 (a) of the standalonefinancial statements.

b) Note No. 45 of the standalone financial statements regarding the status of merger oferstwhile PPIL with the Company. Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to GoingConcern section we have determined the matters described below to be the key auditmatters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
Assessment of Provisions and Contingent li- abilities 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 con- sultants and legal consultants where considered necessary by the management. Accordingly unexpected adverse outcomes could significantly impact the Company's reported Loss and Balance Sheet position. (Refer Note 41 42 & 43 of the standalone financial statements) Our audit procedures included the following:
• Understanding and evaluating process and controls designed and implemented by the management including testing of relevant controls;
• 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);
• 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 mate- rial 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”). The Company applies simplified approach for trade receivable and general approach for corporate guarantee contracts and financial assets other than trade receivable to recognise ECL. 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 62 of the standalone financial statements) Our procedures in relation to testing of ECL includes the following:
• We have verified management's calculations in respect of estimate made by the management towards ECL. We have examined the methodology and the judgements/assumptions made by the management while making ECL.

Information Other than the Financial Statements and Auditor's Report Thereon(“Other information”)

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe financial statements and our auditor's report thereon.

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

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

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 and presentation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income (loss) cash flows and changes in equityof the Company in accordance with the accounting principles generally accepted in Indiaincluding the Ind AS prescribed under Section 133 of the Act read with relevant rulesissued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements 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 standalonefinancial statements that give a true and fair view and are free from materialmisstatement 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 Responsibilities for Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

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 Section 143(11) of the Act we givein the “Annexure A” a statement on the matters specified in paragraphs 3 and 4of 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 explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss including other comprehensiveincome (loss) the Cash Flow Statement and the Statement of Changes in Equity dealt withby this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with relevant rules issued thereunder;

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

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in “Annexure B”; and

g) 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:

Excess remuneration to the Whole time director for the current year paid / provided ofRs. 34.40 Lakhs as per the provisions of section 197 read with Schedule V to the CompaniesAct 2013 has been recovered during the year.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact if any of pending litigations as at 31 March2019 on its financial position in its standalone financial statements - Refer Note 41 tothe standalone financial statements;

ii. The Company has not entered into any long-term contracts including derivativecontracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred tothe 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 2019.

FOR AND ON BEHALF OF
V. PAREKH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 107488W
RASESH V. PAREKH - PARTNER
Mumbai 14th August 2019 MEMBERSHIP NO. 38615
UDIN: 19038615AAAAIR7747

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(The Annexure referred to in para 1 under the heading “Report on Other Legal andRegulatory Requirements” of our report of even date to the Members of WANBURY LIMITEDon the standalone financial statements for the year ended 31 March 2019.)

1) In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars includingquantitative 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 of physicallyverifying fixed assets (PPE) in a phased manner over a period which in our opinion isreasonable having regard to the size of the Company and the nature of its assets. We areinformed that there were no material discrepancies noticed on such verification and thesame has been properly dealt with in the books of account.

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

2) According to the information and explanation given to us the inventories have beenphysically verified by the management at reasonable intervals during the year except forstocks with third parties for which most of the confirmation certificates have beenobtained by the Company. The discrepancies noticed on such physical verification betweenphysical stock and book records were not material and have been adequately dealt with inthe books of account.

3) According to the information and explanations given to us the Company has notgranted any loan secured or unsecured to companies firms Limited Liability Partnershipor other parties covered in the register maintained under Section 189 of the CompaniesAct 2013. Accordingly paragraph 3(iii) of the Order is not applicable to the Company.

4) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act2013.

5) According to the information and explanations given to us the Company has notaccepted any deposits as per the directives issued by the Reserve Bank of India under theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and the rulesframed there under. Accordingly paragraph 3(v) of the Order is not applicable to theCompany.

6) We have broadly reviewed the books of accounts maintained by the Company pursuant tothe rules prescribed by the Central Government for maintenance of cost records underSection 148(1) of the Companies Act 2013 in relation to products manufactured and are ofthe opinion that prima facie the prescribed accounts and records have been made andmaintained. We have not made a detailed examination of the records with a view todetermine 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 of the Companyexamined by us on a test check basis the Company has not been regular in depositingundisputed statutory dues including Provident Fund Employees State Insurance IncomeTax Goods and Service Tax Custom Duty Cess and other material statutory dues with theappropriate authorities. On the basis of the audit procedures followed test checks of thetransaction and the representation from the Management there are no undisputed amountspayable in respect of aforesaid material statutory dues as at 31 March 2019 which were inarrears for a period of more than six months from the date they became payable except inrespect of Income Tax of ' 49.38 Lakhs and statutory dues of erstwhile PPIL referred to inNote 45a of the standalone financial statements.

b) On the basis of our examination of the documents and records of the Company thereare no dues of Income Tax Goods and Service Tax Customs Duty and Cess as at 31 March2019 which have not been deposited on account of a dispute except as enumerated hereinbelow which are pending before respective authorities as mentioned there against:

Name of the Statute Nature of the Dues Amount ' र 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
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 demand order includinginterest and penalty wherever quantified.

8) Based on our audit procedures information and explanations given to us there is nodelay in respect of repayment of loans or borrowings to financial institutions banksGovernment and dues to debenture holders except for the following defaults.

Particulars Amount of default as at the balance sheet date र in Lakhs) Period of default (in days) and Remarks
Andhra bank
- Principal 1005.27 1 to 731 days
- Interest 353.70 1 to 731 days
Axis Bank
- Interest 1.57 1 day
EXIM Bank
- Principal 460 1 to 366 days
- Interest 56.86 1 to 731 days
IDBI Bank
- Principal 11.52 1 to 91 days
- Interest 1.02 1 day
Edelweiss Asset Reconstruction Company Limited
(“EARCL”)
- Principal 200 1 to 17 days
- Interest 2.91 1 to 107 days
State Bank of India - London
-Principal 1320.94 1 day
-Interest 4.93 1 day
Foreign Currency Convertible Bond Holders
- Principal 323.20 1 to 2533 days
- Interest 108.39 1 to 2832 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 “The Standalone” financial statements
Optionally Fully Convertible Debentures 290.99 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 / financial institutions 68.02 Unpaid from respective due dates.
Refer Note 27.4 27.5 and 45a of the standalone financial statements

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

10) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

11) According to the information and explanation given to us:

Excess remuneration to the whole time director paid / provided as per the provisions ofsection 197 read with Schedule V to the Companies Act 2013 for the year ended 31 March2018 31 March 2017 and 31 March 2016 the Company has paid ' 45.77 Lakhs ' 41.77 Lakhsand ' 49.77 Lakhs respectively which was shown as recoverable under “Other CurrentAssets - Non Financial” and for the year ended 31 March 2019 amounting to ' 34.40Lakhs aggregating to ' 171.71 Lakhs have been fully recovered during the currentfinancial year.

12) In our opinion and according to the information and explanation given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

13) In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransaction have been disclosed in the standalone financial statements as required by theapplicable Ind AS.

14) According to the information and explanation given to us the company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review. Accordingly paragraph 3(xiv) of the Order is notapplicable to the Company.

15) In our opinion and according to the information and explanation given to us theCompany has not entered into any noncash transactions with directors or persons connectedwith directors. Accordingly paragraph 3(xv) of the Order is not applicable to theCompany.

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
Mumbai 14th August 2019 RASESH V. PAREKH - PARTNER
UDIN: 19038615AAAAIR7747 MEMBERSHIP NO. 38615

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(The Annexure referred to in para 2 (f) under the heading “Report on Other Legaland Regulatory Requirements” of our report of even date to the Members of WANBURYLIMITED on the Standalone financial statements for the year ended 31 March 2019.)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls with reference to financial statementsof WANBURY LIMITED (“the Company”) as of 31 March 2019 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 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 Institute of Chartered Accountants of India (“ICAI”).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation andpresentation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the ICAI and the Standards on Auditing issued by ICAI anddeemed to be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls. Those Standards and the above mentioned Guidance Note requirethat 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 about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem with reference to financial statements and such internal financial controls withreference to financial statements were operating effectively as at 31 March 2019 based onthe internal control with reference to financial statements criteria 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 the ICAI.

FOR AND ON BEHALF OF
V. PAREKH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 107488W
RASESH V. PAREKH - PARTNER
Mumbai 14th August 2019 MEMBERSHIP NO. 38615
UDIN: 19038615AAAAIR7747