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Zuari Global Ltd.

BSE: 500780 Sector: Infrastructure
NSE: ZUARIGLOB ISIN Code: INE217A01012
BSE 13:20 | 09 Dec 140.75 2.65
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NSE 13:14 | 09 Dec 140.55 1.05
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OPEN 140.45
PREVIOUS CLOSE 138.10
VOLUME 2661
52-Week high 177.70
52-Week low 57.00
P/E 6.03
Mkt Cap.(Rs cr) 414
Buy Price 140.75
Buy Qty 45.00
Sell Price 141.10
Sell Qty 10.00
OPEN 140.45
CLOSE 138.10
VOLUME 2661
52-Week high 177.70
52-Week low 57.00
P/E 6.03
Mkt Cap.(Rs cr) 414
Buy Price 140.75
Buy Qty 45.00
Sell Price 141.10
Sell Qty 10.00

Zuari Global Ltd. (ZUARIGLOB) - Auditors Report

Company auditors report

TO THE MEMBERS OF ZUARI GLOBAL LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

1. We have audited the accompanying standalone financial statements ofZuari Global Limited (‘the Company') which comprise the Balance Sheet as at 31 March2020 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (‘Act') in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India including Indian Accounting Standards (‘Ind AS') specified under section 133of the Act of the state of affairs of the Company as at 31 March 2020 and its profit(including other comprehensive income) its cash flows and the changes in equity for theyear ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Our responsibilities under those standards 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 the Code of Ethicsissued by the Institute of Chartered Accountants of India (‘ICAI') together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the rules there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Emphasis of Matter

4. We draw attention to Note 47 of the standalone financial statementswhich describes the uncertainties due to the outbreak of Covid-19 pandemic andmanagement's evaluation of the impact on the standalone financial statements of theCompany as at the balance sheet date. The impact of these uncertainties on the Company'soperations is significantly dependent on future developments.

Our opinion is not modified in respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

6. 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
Income tax provisions We refer to the note 22A and 38A of the standalone financial statements of the Company for the year ended 31 March 2020 relating to current tax expense deferred tax and contingent liabilities. The Company has significant litigations outstanding as at 31 March 2020 which includes income tax and wealth tax. The eventual outcome of these tax proceedings is dependent on the outcome of future events and unexpected adverse outcomes could significantly impact the Company's reported profits and balance sheet position. The amounts involved are material and the application of accounting principles as given under Ind AS 37 Provisions Contingent Liabilities and Contingent Assets in order to determine the amount to be recorded as a liability or to be disclosed as a contingent liability in each case is inherently subjective and needs careful evaluation and judgement to be applied by the management. Our audit procedures included but were not limited to the following:
• We obtained an understanding of the management process for:
- identification of tax matters initiated against the Company
- assessment of accounting treatment for each such litigation identified under Ind AS 37 accounting principles and - for measurement of amounts involved.
• We evaluated the design and tested the operating effectiveness of key controls around above process;
• We obtained an understanding of the nature of litigations pending against the company and discussed the key developments during the year for key litigations with the management and respective tax experts handling such cases on behalf of the Company. Tested the independence objectivity and competence of such management experts involved;
Key judgments are also made by the management in estimating the amount of liabilities provisions and/ or contingent liabilities related to aforementioned litigations. Considering the degree of judgment significance of the amounts involved inherent high estimation uncertainty and reliance on external tax experts this matter has been identified as a key audit matter for the current year audit. • On a sample basis obtained and reviewed the necessary evidence and where necessary inspected minutes of case proceedings available in public domain to support the decisions and rationale for creation of provisions and / or disclosure of contingent liabilities in respect of each such litigation selected for testing. We focused on the developments in the existing litigations and new litigations which could have materially impacted the amounts recorded as provisions or disclosed as contingent liability in the financial statements;
• We obtained independent opinion/confirmations directly from the external tax experts to confirm management's assessment of outstanding litigation and asserted claims;
• We reviewed each attorney response obtained as above to ensure that the conclusions reached are supported by sufficient legal rationale and adequate information is included for the management to determine the appropriate accounting treatment of such cases in the financial statements;
• We assessed the appropriateness of methods used and the reliability of underlying data for the underlying calculations made for quantifying the amounts involved. Tested the arithmetical accuracy of such calculations;
• We involved auditor's expert to assess the Company's interpretation and application of relevant tax laws to evaluate the appropriateness of key assumptions used and the reasonableness of estimates in relation to uncertain tax positions taking into account past precedents; and
• We tested the disclosures made relating to the provisions and contingent liabilities for their appropriateness.
Impairment assessment of non-current investments in subsidiaries and joint venture We refer to summary of significant accounting policies and note 6A and note 36B(iii) of the standalone financial statements of the Company for the year ended 31 March 2020 for the carrying value of the non-current investments in subsidiaries and joint venture. The Company has aggregate investment in subsidiaries and Joint ventures of INR 20303.92 lakhs. Impairment assessment of these investments is considered as a key audit matter since recoverability of the investments could not be established and potential impairment charge might be required to be recorded in the standalone financial statements. The recoverability of these investments is inherently subjective due to reliance on net worth of investee valuations of the assets held and cash flow projections of these investee companies. The key assumptions underpinning management's assessment of the valuation model includes but are not limited to future growth rates discount rates estimated future operating and capital expenditure. Moreover due to their materiality in the context of the Company's financial statements as a whole this is considered to be the area which had the greatest effect on our overall audit strategy and allocation of resources in planning and completing our audit. Our audit procedures included but were not limited to the following:
• We obtained an understanding of the Company's policies and procedures to identify impairment indicators and performed the following procedures in relation to management's impairment assessments;
• We evaluated design and operating effectiveness of controls implemented for identification of impairment indicators and measurement of impairment provisions;
• We have compared the carrying value of all investments to the net assets of the underlying entity to identify whether the net assets being an approximation of their minimum recoverable amount were in excess of their carrying amount;
• Wherever the net assets were lower than the recoverable amount for material amounts:
i. We assessed the appropriateness of valuation methodology used for the fair valuation computation and tested the mathematical accuracy of management's model;
ii. We reconciled the cash flow projections to the business plans approved by the Company's board of directors;
Accordingly assessment of impairment losses to be recognized if any on the carrying value of investment made in the subsidiary has been considered as be a key audit matter for current year's audit. iii. We challenged the management's analysis around key drivers of cash flows forecasts including price increases short term and long term volume growth and the level of input costs by comparing them with either the historical information or market data as appropriate of respective investments;
iv. We tested the discount rate and long-term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate;
v. We have reconciled input data to supporting evidences such as approved budgets inflation rates;
vi. We have evaluated management's sensitivity analysis around the key assumptions to ascertain the extent of change in those assumptions that either individually or collectively would be required; and
vii. We tested arithmetic accuracy of cash flows projections and sensitivity analysis.
• We evaluated the appropriateness of disclosures in relation to investments in subsidiaries and joint ventures.

Information other than the Financial Statements and Auditor's Reportthereon

7. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone financial statements and our auditor's reportthereon. The Annual Report is expected to be made available to us after the date of thisauditor's report.

Our opinion on the standalone financial statements does not cover theother information and we will 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 identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

8. The accompanying standalone financial statements have been approvedby the Company's Board of Directors. The Company's Board of Directors is responsible forthe matters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Ind AS specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

11. Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

12. As part of an audit in accordance with Standards on Auditing weexercise professional judgment 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 Act we are also responsible for expressing our opinion onwhether the 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 thereasonableness of accounting estimates and related disclosures made by management;

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

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

13. 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.

14. We also provide those charged with governance with a statement thatwe have 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.

15. From the matters communicated with those charged with governancewe determine 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

16. As required by section 197(16) of the Act based on our audit wereport that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.

17. 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 give in the Annexure A a statement on the matters specified in paragraphs3 and 4 of the Order.

18. Further to our comments in Annexure A as required by section143(3) of the Act based on our audit we report to the extent applicable that:

a) we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our auditof the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are inagreement with the books of account;

d) in our opinion the aforesaid standalone financial statements complywith Ind AS specified under section 133 of the Act;

e) The matter described in paragraph 4 under the Emphasis of Matter inour opinion may have an adverse effect on the functioning of the Company

f) on the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2020 from being appointed as a director in terms of section164(2) of the Act;

g) we have also audited the internal financial controls with referenceto financial statements of the Company as on 31 March 2020 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date andour report dated 25 June 2020 as per Annexure B expressed an unmodified opinion; and

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

i. the Company as detailed in note 38A to the standalone financialstatements has disclosed the impact of pending litigations on its financial position asat 31 March 2020;

ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2020;

iii. there has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company during the yearended 31 March 2020; and

iv. the disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from 8 November 2016 to 30December 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Neeraj Goel

Partner

Membership No.: 099514 UDIN: 20099514AAAADI8723

Place: Gurugram

Date: 25 June 2020

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE TO THEMEMBERS OF ZUARI GLOBAL LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED31 MARCH 2020

Based on the audit procedures performed for the purpose of reporting atrue and fair view on the financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets in the nature ofproperty plant and equipment right-of-use assets and intangible assets.

(b) The Company has a regular program of physical verification of itsfixed assets under which fixed assets are verified in a phased manner over a period of twoyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. In accordance with this program certain fixed assets wereverified during the year and no material discrepancies were noticed on such verification.

(c) The title/lease deeds of all the immovable properties (which areincluded under the head ‘Property plant and equipment' and ‘right-of-useassets') are held in the name of the Company.

(ii) In our opinion the management has conducted physical verificationof inventory at reasonable intervals during the year and no material discrepancies betweenphysical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies covered inthe register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans arenot prima facie prejudicial to the company's interest;

(b) the schedule of repayment of principal and payment of interest hasbeen stipulated and the repayment/receipts of the principal amount and the interest areregular; and

(c) there is no overdue amount in respect of loans granted to suchcompanies.

(iv) In our opinion the Company has complied with the provisions ofSections 185 and 186 of the Act in respect of loans investments guarantees and security.

(v) In our opinion the Company has not accepted any deposits withinthe meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are notapplicable.

(vi) The Central Government has not specified maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company's products/services. Accordingly the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales- tax service tax duty of customs duty ofexcise value added tax goods and services tax cess and other material statutory duesas applicable have generally been regularly deposited to the appropriate authoritiesthough there have been slight delays in a few cases. Further no undisputed amountspayable in respect thereof

were outstanding at the year-end for a period of more than six monthsfrom the date they became payable.

(b) The dues outstanding in respect of income-tax sales-taxservice-tax duty of customs duty of excise and value added tax on account of anydispute are as follows:

Statement of Disputed Dues

Name of the statute Nature of Dues Amount (INR in lakhs) Amount paid under protest (INR in lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax 45.87 NIL 1994-95 Honorable Supreme Court*
Income Tax Act 1961 Income tax 45.87 NIL 1995-96 Honorable Supreme Court*
Income Tax Act 1961 Income tax 31.02 NIL 1997-98 Honorable Supreme Court*
Income Tax Act 1961 Income tax 114.58 NIL 1998-99 Assistant Commissioner of Income Tax
Income Tax Act 1961 Income tax 5156.14 3438.99 2000-01 Honorable High Court of Bombay
Income Tax Act 1961 Income tax 43.35 NIL 2001-02 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 256.74 256.74 2006-07 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 469.24 NIL 2007-08 Honorable High Court of Bombay
Income Tax Act 1961 Income tax 331.79 NIL 2008-09 Honorable High Court of Bombay
Income Tax Act 1961 Income tax 436.67 NIL 2009-10 Honorable High Court of Bombay
Income Tax Act 1961 Income tax 360.00 NIL 2010-11 Honorable High Court of Bombay
Income Tax Act 1961 Income tax 954.50 954.50 2011-12 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 79.26 79.26 2012-13 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 80.00 80.00 2013-14 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 268.80 53.79 2015-16 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 328.34 65.67 2016-17 Commissioner of Income Tax (Appeals)
Wealth Tax Act 1957 Wealth tax 565.78 283.00 2005-06 to 2009-10 Commissioner of Income Tax (Appeals)

*During the year the Company has received order of Hon'ble High Courtof Bombay and the Company is in the process of filing appeal to the Hon'ble Supreme Court.

(viii) The Company has not defaulted in repayment of loans orborrowings to any bank or financial institution or any dues to debenture-holders duringthe year. The Company did not have any loan from government during the year.

(ix) The Company did not raise moneys by way of initial public offer orfurther public offer (including debt instruments). In our opinion the term loans wereapplied for the purposes for which the loans were obtained though idle funds which werenot required for immediate utilization were temporarily used for the purpose other thanfor which the loan was sanctioned but were ultimately utilized for the stated end-use.

(x) No fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Companyin accordance with the requisite approvals mandated by the provisions of Section 197 ofthe Act read with Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordinglyprovisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are incompliance with Sections 177 and 188 of Act where applicable and the requisite detailshave been disclosed in the financial statements etc. as required by the applicable IndAS.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cashtransactions with the directors or persons connected with them covered under Section 192of the Act.

(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Neeraj Goel

Partner

Membership No.: 099514 UDIN: 20099514AAAADI8723

Place: Gurugram

Date: 25 June 2020

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE TO THEMEMBERS OF ZUARI GLOBAL LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED31 MARCH 2020

Independent Auditor's Report on the internal financial controls withreference to the standalone financial statements under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 (‘the Act')

1. In conjunction with our audit of the standalone financial statementsof Zuari Global Limited (‘the Company') as at and for the year ended 31 March 2020we have audited the internal financial controls with reference to financial statements ofthe Company as at that date.

Responsibilities of Management and Those Charged with Governance forInternal Financial Controls

2. The Company's Board of Directors is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of the Company's business including adherence to the 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 ofreliable financial information as required under the Act.

Auditor's Responsibility for the Audit of the Internal FinancialControls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Instituteof Chartered Accountants of India (‘ICAI') prescribed under Section 143(10) of theAct to the extent applicable to an audit of internal financial controls with reference tofinancial statements and the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (‘the Guidance Note') issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements were established and maintained and if suchcontrols operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements includes obtaining an understanding of suchinternal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to

Financial Statements

6. A company's internal financial controls 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 controls with reference to financial statements include 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 asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with

Reference to Financial Statements

7. Because of the inherent limitations of internal financial controlswith reference 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 controls 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

8. In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such controls wereoperating effectively as at 31 March 2020 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Neeraj Goel

Partner

Membership No.: 099514 UDIN: 20099514AAAADI8723

Place: Gurugram

.