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WPIL Ltd.

BSE: 505872 Sector: Engineering
NSE: N.A. ISIN Code: INE765D01014
BSE 00:00 | 26 Jul 1000.05 -22.30
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NSE 05:30 | 01 Jan WPIL Ltd
OPEN 1018.00
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VOLUME 9526
52-Week high 1121.55
52-Week low 375.00
P/E 16.35
Mkt Cap.(Rs cr) 977
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1018.00
CLOSE 1022.35
VOLUME 9526
52-Week high 1121.55
52-Week low 375.00
P/E 16.35
Mkt Cap.(Rs cr) 977
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

WPIL Ltd. (WPIL) - Auditors Report

Company auditors report

TO THE MEMBERS OF WPIL LIMITED

Report on the Audit of the Consolidated Ind AS Financial StatementsQualified Opinion

We have audited the accompanying consolidated Ind AS financialstatements of WPIL Limited (hereinafter referred to as "the Holding Company")its subsidiaries (the Holding Company and its subsidiaries together referred to as"the Group") its associate joint venture and joint operations comprising of theconsolidated Balance Sheet as at March 312020 the consolidated Statement of Profit andLoss including other comprehensive income the consolidated Cash Flow Statement and theconsolidated Statement of Changes in Equity for the year then ended and notes to theconsolidated Ind AS financial statements including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as "theconsolidated Ind AS financial statements").

In our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of reports of other auditors onseparate financial statements and on the other financial information of the subsidiariesassociate joint venture and joint operations except for the effects of the mattersdescribed in the ‘Basis for Qualified Opinion' section of our report theaforesaid consolidated Ind AS financial statements give the information required by theCompanies Act 2013 as amended ("the Act") in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the consolidated state of affairs of the Group its associate joint venture andjoint operations as at March 31 2020 their consolidated profit including othercomprehensive loss their consolidated cash flows and the consolidated changes in equityfor the year ended on that date.

Basis for Qualified Opinion

The accompanying consolidated Ind AS financial statements includeunaudited financial statements / information in respect of one (1) direct subsidiary one(1) subsidiary of WPIL SA Holdings Pty Limited (SAHPL) and one (1) subsidiary of AturiaInternational Pte Limited (AIPL) whose financial statements and other financialinformation reflect total assets of Rs. 3324.76 lacs as at March 31 2020 and totalrevenues of Rs. 3048.33 lacs and net cash outflows of Rs. 29.20 lacs for the year endedon that date. These unaudited financial statements and other unaudited financialinformation have been approved and furnished to us by the management of the Company. Theconsolidated Ind AS financial statements also include the Group's share of net gainof Rs. 113.17 lacs for the year ended March 31 2020 in respect of an associate whose IndAS financial statements and a joint venture whose financial statements and other financialinformation have not been audited and whose unaudited financial statements and otherunaudited financial information have been approved and furnished to us by the managementof the Company. We are unable to comment on the adjustments in relation to such balancesif any had the same been subjected to audit.

Our report for the year ended March 31 2019 was similarly qualified inrespect of the above matter.

We conducted our audit of the consolidated Ind AS financial statementsin accordance with the Standards on Auditing (SAs) as specified under section 143(10) ofthe Act. Our responsibilities under those Standards are further described in the‘Auditor's Responsibilities for the Audit of the consolidated Ind AS FinancialStatements' section of our report. We are independent of the Group associate jointventure and joint operations in accordance with the ‘Code of Ethics' issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Actand the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ourqualified audit opinion on the consolidated Ind AS financial statements.

Emphasis of Matter

We draw attention to Note 61 to the consolidated Ind AS financialstatements which describes the uncertainty and potential impact of the covid-19 pandemicon the Group's operations and results as assessed by the management.

The actual results may differ from such estimates depending on futuredevelopments. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the consolidated Ind AS financial statements forthe financial year ended March 31 2020. These matters were addressed in the context ofour audit of the consolidated Ind AS financial statements as a whole and in forming ouropinion thereon and we do not provide a separate opinion on these matters. In addition tothe matter described in the ‘Basis for Qualified Opinion' section we havedetermined the matters described below to be the key audit matters to be communicated inour report. For each matter below our description of how our audit addressed the matteris provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the consolidated Ind AS financialstatements section of our report including in relation to these matters. Accordingly ouraudit included the performance of procedures designed to respond to our assessment of therisks of material misstatement of the consolidated Ind AS financial statements. Theresults of audit procedures performed by us and by other auditors of components notaudited by us as reported by them in their audit reports furnished to us by themanagement including those procedures performed to address the matters below provide thebasis for our audit opinion on the accompanying consolidated Ind AS financial statements.

Key audit matters How our audit addressed the key audit matter.
Revenue recognition on projects (as described in Note 2.2 (e) 32 and 55 of the consolidated Ind AS financial statements)
The Group is involved in pump construction projects for which it applies input method to recognise revenue on the basis of the entity's efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation (akin to Percentage of Completion method). The amount of revenue and profit recognised in a year on projects is dependent inter alia on the actual costs incurred the assessment of the percentage of completion of (long-term) contracts and the forecasted contract revenue and costs to complete of each project. Furthermore the amount of revenue and profit is influenced by the valuation of variation orders and claims. This often involves a high degree of judgment due to the uncertainty about costs to complete and uncertainty about the outcome of discussions with customers on variation orders and claims and therefore this is considered to be a key audit matter for the purpose of our audit. Audit procedures performed by us and other auditors included the following:
• Assessed the internal control environment relating to revenue recognition process and tested relevant controls.
• Obtained breakdown of project cost and traced the cost incurred with the project records and cost to be incurred from the purchase orders placed and representations obtained from management regarding their best estimate of the cost where orders have not been placed. Also assessed the estimated costs with reference to prevailing prices of the materials on a sample basis.
• Tested on a sample basis the actual costs incurred on projects during the current year.
• Obtained representations and checked underlying documents regarding claims / liquidated damages / variation in scope wherever applicable on a sample basis.
• Re-calculated the percentage of completion based on the latest budgeted costs and the actual costs incurred;
• Tested the adequacy of disclosures made in the consolidated Ind AS financial statements.
Allowance for doubtful accounts (as described in Note 5 12 39 and 50 of the consolidated Ind AS financial statements)
As at March 31 2020 trade receivables were Rs. 22786 lacs against which the allowances for doubtful accounts amounts to Rs. 1229 lacs in the books of the Holding Company. Further during the year the Holding Company has recognised impairment (Bad debts written off and Provision for doubtful debts) amounting to Rs. 1277 lacs for irrecoverable accounts. Our audit procedures included the following:
• Evaluated and tested the design and operating effectiveness of the controls over the accounting process of allowance for doubtful accounts.
• Evaluated management's assumption and judgment by comparing to the historical collection trends and current conditions after considering possible impact arising out of the pandemic. For balances which are not considered doubtful we tested subsequent receipts on test basis for sample accounts. Where the amounts are not received subsequently for sample accounts we used alternative procedures to support the recoverability of the balances such as verifying correspondences with the customers or checking underlying supporting documents.
An estimated allowance for doubtful accounts is maintained to reduce the Holding Company's receivables to their carrying amount which approximates their fair value. Management evaluates the estimated allowance based on specific reviews of customer accounts as well as experience with collection trends in the industry and current economic and business conditions including any possible impact arising out of the pandemic.
• In addition we assessed management's representations with the source data for specific customers performed ratio analysis on the Holding Company's allowance for doubtful accounts; and re-calculated the allowance for doubtful accounts using management's model. Also assessed the determination of fair value of receivables based on expected time of collection and discount rate (expected credit loss)
Management's continued refinement of the allowance for doubtful accounts based on known customer information and evaluation of expected time of collection (to arrive at their fair value) involves significant amount of judgements and managements estimation and is therefore a key audit matter.
• Tested the adequacy of Company's disclosure regarding allowance for doubtful accounts / expected credit loss.
Assessment of impairment of Assets (as described in Note 3B 41 and 48 of the consolidated Ind AS financial statements)
As at March 31 2020 the consolidated financial statements of the Group included goodwill and other intangible assets amounting to Rs 954 lacs and Rs 3555 lacs respectively. This was generated mainly as a result of acquisition of Finder Pompe S.r.l by Gruppo Aturia S.p.A. step down subsidiary of the Holding Company during the year. Audit procedures performed by other auditor included the following:
• Analysed the impairment test procedure in connection with assumption adopted.
• Assessed the calculation of invested capital.
• Examined future cash flows forecast through:
(i) the analysis of the consistency on the forecast of future cash flows with the Business Plan for the period 20212026;
The process as well as the methods of evaluation and calculation of the recoverable amount of the invested capital and goodwill in terms of the value in use are based on assumptions that are
(ii) the evaluation of the forecast quality throughout analysis on previous cash flow estimation.
complex by nature and includes judgement of the directors especially with regard to the forecast of cash flows the determination of normalized cash flows used for the terminal value estimation and the determination of the growth and discount rates applied to future cash flows forecast. • Evaluated growth and discount rates applied over the explicit period of Business Plan.
• Involved specialists in valuation techniques who performed independent calculation and sensitivity analysis on the key assumptions in order to identify the change in the assumptions that could have a significant impact on the valuation of the recoverable amount.
In consideration of the judgement required and given the complexity of the assumptions used to estimate the recoverable value of the invested capital and goodwill the matter has been determined as a key audit matter. • Assessed the recoverability of invested capital and goodwill with regard to the value in use.

Other Information

The Holding Company's Board of Directors is responsible for theother information. The other information comprises the information included in theManagement Discussion and Analysis Board's Report including Annexures toBoard's Report Business Responsibility Report Corporate Governance andShareholder's Information but does not include the consolidated Ind AS financialstatements and our auditor's report thereon.

Our opinion on the consolidated Ind AS financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the consolidated Ind AS financialstatements our responsibility is to read the other information and in doing so considerwhether such other information is materially inconsistent with the consolidated financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management for the consolidated Ind AS financialstatements

The Holding Company's Board of Directors is responsible for thepreparation and presentation of these consolidated Ind AS financial statements in terms ofthe requirements of the Act that give a true and fair view of the consolidated financialposition consolidated financial performance including other comprehensive incomeconsolidated cash flows and consolidated changes in equity of the Group including itsassociate joint venture and joint operations in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended. The respective Board of Directors of the companies included in the Groupand of its associate joint venture and joint operations are responsible for maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Group and of its associate joint venture and jointoperations and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe consolidated Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error which have been used for thepurpose of preparation of the consolidated Ind AS financial statements by the Directors ofthe Holding Company as aforesaid.

In preparing the consolidated Ind AS financial statements therespective Board of Directors of the companies included in the Group and of its associatejoint venture and joint operations are responsible for assessing the ability of the Groupand of its associate joint venture and joint operations to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Group or to ceaseoperations or has no realistic alternative but to do so.

Those respective Board of Directors of the companies included in theGroup and of its associate joint venture and joint operations are also responsible foroverseeing the financial reporting process of the Group and of its associate jointventure and joint operations.

Auditor's Responsibilities for the Audit of the consolidated IndAS financial statements

Our objectives are to obtain reasonable assurance about whether theconsolidated Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that anaudit conducted 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 consolidated Ind AS financialstatements.

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

• Identify and assess the risks of material misstatement of theconsolidated Ind AS financial statements whether due to fraud or error design andperform audit procedures responsive to those risks and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting amaterial misstatement resulting from fraud is higher than for one resulting from error asfraud may involve collusion forgery intentional omissions misrepresentations or theoverride of internal control.

• 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 Act we are also responsible for expressing our opinion onwhether the Holding 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.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the ability of the Group and its associate joint venture and joint operations tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor's report to the related disclosures in theconsolidated Ind AS financial statements or if such disclosures are inadequate to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor's report. However future events or conditions may cause the Group andits associate joint venture and joint operations to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theconsolidated Ind AS financial statements including the disclosures and whether theconsolidated Ind AS financial statements represent the underlying transactions and eventsin a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding thefinancial information of the entities or business activities within the Group and itsassociate joint venture and joint operations of which we are the independent auditors

to express an opinion on the consolidated Ind AS financial statements.We are responsible for the direction supervision and performance of the audit of thefinancial statements of such entities included in the consolidated financial statements ofwhich we are the independent auditors. For the other entities included in the consolidatedInd AS financial statements which have been audited by other auditors such otherauditors remain responsible for the direction supervision and performance of the auditscarried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the HoldingCompany and such other entities included in the consolidated Ind AS financial statementsof which we are the independent auditors regarding among other matters the planned scopeand timing of the audit and significant audit findings including any significantdeficiencies in internal control that we identify during our audit.

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 consolidatedInd AS financial statements for the financial year ended March 31 2020 and are thereforethe key audit matters. We describe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Other Matters

(a) We did not audit the financial statements and other financialinformation in respect of six (6) joint operations whose Ind AS financial statementsinclude total assets of Rs. 8643.97 lacs as at March 31 2020 total revenues of Rs.14028.01 lacs and net cash outflow of Rs. 8.97 lacs for the year ended on that date.These Ind AS financial statement and other financial information have been audited byother auditors which Ind AS financial statements other financial information andauditor's reports have been furnished to us by the management. Our opinion on theconsolidated Ind AS financial statements in so far as it relates to the amounts anddisclosures included in respect of these joint operations and our report in terms ofsub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid jointoperations is based solely on the reports of such other auditors.

(b) We did not audit the financial statements and other financialinformation in respect of one (1) direct subsidiary two (2) subsidiaries of AturiaInternational Pte Limited (AIPL) two (2) subsidiaries of WPIL SA Holdings Pty Limited(SAHPL) and consolidated financial statement of one (1) subsidiary of AIPL including itstwo (2) subsidiaries whose financial statements include total assets of Rs. 123133.98lacs as at March 31 2020 and total revenues of Rs. 51584.83 lacs and net cash outflowsof Rs. 4414.10 lacs for the year ended on that date. These financial statement and otherfinancial information have been audited by other auditors which financial statementsother financial information and auditor's reports have been furnished to us by themanagement. Our opinion on the consolidated Ind AS financial statements in so far as itrelates to the amounts and disclosures included in respect of these subsidiaries and ourreport in terms of sub-sections (3) of Section 143 of the Act in so far as it relates tothe aforesaid subsidiaries is based solely on the reports of such other auditors.

Certain of these subsidiaries (direct and step-down) are locatedoutside India whose financial statements and other financial information have beenprepared in accordance with accounting principles generally accepted in their respectivecountries and which have been audited by other auditors under generally accepted auditingstandards applicable in their respective countries. The Holding Company's managementhas converted the financial statements

of such subsidiaries located outside India from accounting principlesgenerally accepted in their respective countries to accounting principles generallyaccepted in India. We have audited these conversion adjustments made by the HoldingCompany's management. Our opinion in so far as it relates to the balances and affairsof such subsidiaries located outside India is based on the report of other auditors andthe conversion adjustments prepared by the management of the Holding Company and auditedby us.

Our opinion above on the consolidated Ind AS financial statements andour report on Other Legal and Regulatory Requirements below is not modified in respect ofthe above matters with respect to our reliance on the work done and the reports of theother auditors.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act based on our audit and on theconsideration of report of the other auditors on separate financial statements and theother financial information of subsidiaries associate joint venture and jointoperations as noted in the ‘other matter' paragraph we report to the extentapplicable that:

(a) Except for the matter described in the ‘Basis for QualifiedOpinion' paragraph above we/the other auditors whose reports we have relied uponhave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit of the aforesaidconsolidated Ind AS financial statements;

(b) Except for the matter described in the ‘Basis for QualifiedOpinion' paragraph above in our opinion proper books of account as required by lawrelating to preparation of the aforesaid consolidation of the financial statements havebeen kept so far as it appears from our examination of those books and reports of theother auditors;

(c) The Consolidated Balance Sheet the Consolidated Statement ofProfit and Loss including other comprehensive income the Consolidated Cash Flow Statementand Consolidated Statement of Changes in Equity dealt with by this Report are in agreementwith the books of account maintained for the purpose of preparation of the consolidatedInd AS financial statements;

(d) Except for the matter described in the ‘Basis for QualifiedOpinion' paragraph above in our opinion the aforesaid consolidated Ind AS financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Companies (Indian Accounting Standards) Rules 2015 as amended;

(e) The matter described in the Basis for Qualified Opinion paragraphabove in our opinion may have an adverse effect on the functioning of the Group;

(f) Except for the matters described in the ‘Basis for QualifiedOpinion' paragraph above on the basis of the written representations received fromthe directors of the Holding Company as on March 31 2020 taken on record by the Board ofDirectors of the Holding Company none of the directors of the Group's companiesincorporated in India is disqualified as on March 31 2020 from being appointed as adirector in terms of Section 164 (2) of the Act;

(g) The qualification relating to the maintenance of accounts and othermatters connected therewith are as stated in the Basis for Qualified Opinion paragraphabove;

(h) With respect to the adequacy and the operating effectiveness of theinternal financial controls over financial reporting with reference to these consolidatedInd AS financial statements of the Holding Company and its associate company incorporatedin India refer to our separate Report in "Annexure 1" to this report;

(i) In our opinion the managerial remuneration for the year endedMarch 31 2020 has been paid / provided by the Holding Company to their directors inaccordance with the provisions of section 197 read with Schedule V to the Act;

(j) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us and based on the consideration of the report of the otherauditors on separate financial statements as also the other financial information of thesubsidiaries associate joint venture and joint operations as noted in the ‘Othermatter' paragraph:

i. Except for the possible effect of the matter described in the‘Basis for Qualified Opinion' paragraph above the consolidated Ind AS financialstatements disclose the impact of pending litigations on its consolidated financialposition of the Group its associate joint venture and joint operations in itsconsolidated Ind AS financial statements - Refer Note 45 to the consolidated Ind ASfinancial statements;

ii. Except for the possible effect of the matter described in the‘Basis for Qualified Opinion' paragraph above provision has been made in theconsolidated Ind AS financial statements as required under the applicable law oraccounting standards for material foreseeable losses if any on long-term contractsincluding derivative contracts - Refer Note 23 30 and 39 to the consolidated Ind ASfinancial statements;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Holding Company duringthe year ended March 31 2020.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Sanjay Kumar Agarwal

Partner

Membership Number: 060352 UDIN: 20060352AAAACR1602

Place of Signature: Kolkata Date: July 02 2020

Annexure 1 to the Independent Auditor's Report of even date on theconsolidated Ind AS financial statements of WPIL Limited

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

In conjunction with our audit of the consolidated Ind AS financialstatements of WPIL Limited as of and for the year ended March 31 2020 we have auditedthe internal financial controls over financial reporting of WPIL Limited (hereinafterreferred to as the "Holding Company") and its associate company which arecompanies incorporated in India as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and itsassociate company which are companies incorporated in India are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrol over financial reporting criteria established by the Holding Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (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 to therespective company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the company's internalfinancial controls over financial reporting with reference to these consolidated Ind ASfinancial statements based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing specified under section 143(10)of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both issued by the Institute of Chartered Accountants of India. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting with reference to these consolidated Ind AS financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls over financial reporting with reference tothese consolidated Ind AS financial statements and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting with reference tothese consolidated Ind AS financial statements assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatementof 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 Holding Company'sinternal financial controls over financial reporting with reference to these consolidatedInd AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting WithReference to these consolidated Ind AS financial statements

A company's internal financial control over financial reporting withreference to these consolidated Ind AS financial statements is a process designed toprovide 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 with reference to these consolidated Ind AS financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit 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 Over FinancialReporting With Reference to these consolidated Ind AS financial statements

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these consolidated Ind AS financial statementsincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting with reference to these consolidated Ind AS financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

Qualified Opinion

The system of internal financial controls over financial reporting withreference to these consolidated Ind AS financial statements with regard to its associatecompany were not made available to determine if the associate company has establishedadequate internal financial control over financial reporting with reference to theseconsolidated Ind AS financial statements and whether such internal financial controls withreference to these consolidated Ind AS financial statements were operating effectively asat March 31 2020. Hence we are unable to comment on the adequacy and operatingeffectiveness of the internal financial controls over financial reporting with referenceto these consolidated Ind AS financial statements in so far as it relates to suchassociate.

Our report for the year ended March 31 2019 was similarly qualified inrespect of the above matter.

A ‘material weakness' is a deficiency or a combination ofdeficiencies in internal financial control over financial reporting such that there is areasonable possibility that a material misstatement of the holding company's annual orinterim consolidated financial statements will not be prevented or detected on a timelybasis.

In our opinion the Holding Company except for the possible effects ofthe matter described in qualified opinion above in respect of associate companyincorporated in India has maintained in all material respects adequate internalfinancial over financial reporting with reference to these consolidated Ind AS financialstatements and such internal financial controls over financial reporting with reference tothese consolidated Ind AS financial statements were operating effectively as at March 312020 based on the internal control over financial reporting criteria established by theHolding Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

Other Matters

We also have audited in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants of India as specified under section143(10) of the Act the consolidated Ind AS financial statements of the Holding Companywhich comprise the Consolidated Balance Sheet as at March 31 2020 and the ConsolidatedStatement of Profit and Loss including other comprehensive income Consolidated Cash FlowStatement and Consolidated Statement of Changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information and ourreport dated July 2 2020 expressed a qualified opinion thereon.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E7E300005

per Sanjay Kumar Agarwal

Partner

Membership Number: 060352 UDIN: 20060352AAAACR1602

Place of Signature: Kolkata Date: July 2 2020

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