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Asian Paints Ltd.

BSE: 500820 Sector: Consumer
NSE: ASIANPAINT ISIN Code: INE021A01026
BSE 00:00 | 24 Apr 2020 Asian Paints Ltd
NSE 05:30 | 01 Jan 1970 Asian Paints Ltd

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OPEN 1819.00
PREVIOUS CLOSE 1820.40
VOLUME 44473
52-Week high 1915.90
52-Week low 1291.45
P/E 65.40
Mkt Cap.(Rs cr) 175,284
Buy Price 1825.00
Buy Qty 2.00
Sell Price 1831.00
Sell Qty 3.00
OPEN 1819.00
CLOSE 1820.40
VOLUME 44473
52-Week high 1915.90
52-Week low 1291.45
P/E 65.40
Mkt Cap.(Rs cr) 175,284
Buy Price 1825.00
Buy Qty 2.00
Sell Price 1831.00
Sell Qty 3.00

Asian Paints Ltd. (ASIANPAINT) - Auditors Report


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Company auditors report

To the Members of Asian Paints Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Asian PaintsLimited ("the Company") which comprise the Balance Sheet as at 31stMarch 2019 and the Statement of Profit and Loss (including Other Comprehensive Income)Statement of Cash Flows and Statement of Changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information.

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 31st March 2019 and its profittotal comprehensive income its cash flows and the changes in equity for the year ended onthat date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment 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. We have determined the matters described below to bethe key audit matters to be communicated in our report.

The Key Audit Matter How was the matter addressed in our audit
Revenue recognition (Refer note 1.4(f) and 22 of the Standalone Financial Statements)
Revenue is one of the key profit drivers and is therefore susceptible to misstatement. Cut-off is the key assertion in so far as revenue recognition is concerned since an inappropriate cut-off can result in material misstatement of results for the year. Our audit procedures with regard to revenue recognition included testing controls automated and manual around dispatches/deliveries inventory reconciliations and circularization of receivable balances substantive testing for cut-offs and analytical review procedures.
Discounts and incentives (Refer note 1.4(f) and 22 of the Standalone Financial Statements)
Discounts and incentives to dealers / customers are administered through various schemes including incentives. These are material items of business cost. The calculation of the amount of expense to be recognized is both voluminous complex and involves significant judgement. The liability recognized for such discounts and incentives as at 31st March 2019 is Rs. 475.11 crores. There is a risk that such liabilities for discounts and incentives may be inaccurately recognised. Our audit procedures included assessment of the design and implementation of controls in addition to testing the effectiveness of key controls in respect of recognition of the liabilities for such discounts and incentives. We have considered each significant type of discount recognized and assessed the appropriateness of the judgement applied while recognising the liability including the methodology and inputs used in calculating the amount and in some cases re-performed the calculation. Our audit procedures also included verification of appropriate authorization analytical review including comparison of budgeted amount and actual charge for the year and review of historical trends in respect of these liabilities.
Capital work-in-progress/Property Plant and Equipment (PPE) - (Refer note 1.4 (c) note 1.4 (d) and note 2 note 3 of the Standalone Financial Statements)
The Company had embarked on the project of setting up manufacturing plants in Mysuru and Vizag. Value of Mysuru and Vizag plants capitalized during the year is Rs. 1220 crores and Rs. 1125 crores respectively. The projects need to be capitalized and depreciated once the assets are ready for use as intended by the management. Inappropriate timing of capitalization of the project and/or inappropriate classification of categories of items of PPE could result in material misstatement of Capital work-in-progress/ PPE with a consequent impact on depreciation charge and results for the year. Our audit procedures included testing the design implementation and operating effectiveness of controls in respect of review of capital work in progress particularly in respect of timing of the capitalization and recording of additions to items of various categories of PPE with source documentation substantive testing of appropriateness of the cut-off date considered for project capitalization.
We tested the source documentation to determine whether the expenditure is of capital nature and has been appropriately approved and segregated into appropriate categories. We reviewed operating expenses to determine appropriateness of accounting. Further through sites visits we physically verified existence of capital work in progress/PPE.
System Upgradation
The Company used SAP ECC 6.0 which was upgraded to SAP S/4 HANA in November 2018. Migration to S/4 HANA is a major upgrade to the existing core enterprise application system resulting into a significant change to the financial accounting configuration which is the core for financial reporting including preparation of standalone financial statements. Our audit procedures included obtaining detailed project plan and SAP Governance framework for transition to new SAP landscape. We involved Information Technology (IT) Specialists as part of the audit team to perform audit procedures in respect of this upgradation.
Risks identified as emanating from the aforesaid change were (i) Inappropriate changes made to the application systems or programs that contain relevant automated controls (i.e. configurable settings automated algorithms automated calculations and automated data extraction) and/or report logic and (ii) Systems not adequately configured or updated to restrict system access to authorized users. Audit procedures performed by the IT Specialists involved obtaining User Acceptance Testing (‘UAT') sign-off to ensure that the implemented system was configured in line with business requirements performing test of General IT Controls and user access controls in respect of SAP S/4 HANA IT environment and testing the operating effectiveness of the data migration process. The audit procedures also involved testing of critical transactions segregation of duties (SOD) rules to ensure system access was restricted to authorized users and testing of interface controls between new SAP environment and other auxiliary systems.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises Board's Report Report on Corporate governance and BusinessResponsibility report but does not include the consolidated financial statementstandalone financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot 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 during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information we are required to report that fact. We have nothing to reportin this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation 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 standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

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

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

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

Our 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 judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial 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 financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.

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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when 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 Section 143(3) of the Act based on our audit 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 the Statement of Cash Flows and the Statement of Changes in Equity dealt with bythis Report are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in termsof Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

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

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund other than two instances of delays aggregating Rs.3.52 lakhs on account of unclaimed and unpaid sale proceeds of fractional shares arisingout of the issue of bonus shares in earlier years.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For Deloitte Haskins & Sells LLP

Chartered Accountants

Firm's Registration No: 117366W/W-100018

Shyamak R Tata

Partner

Membership No: 038320

Mumbai

9th May 2019

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date) Report on the Internal FinancialControls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of AsianPaints Limited ("the Company") as of 31st March 2019 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting 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 misstatement of thefinancial statements whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

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 over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2019 based on thecriteria for internal financial control over financial reporting 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 theInstitute of Chartered Accountants of India.

For Deloitte Haskins & Sells LLP

Chartered Accountants

Firm's Registration No: 117366W/W-100018

Shyamak R Tata

Partner

Membership No: 038320

Mumbai

9th May 2019

ANNEXURE "B" TO INDEPENDENT AUDITORS' REPORT

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

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the program certain fixedassets were physically verified by the Management during the year. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and the records examinedby us including registered title deeds we report that the title deeds comprising allthe immovable properties of land and buildings which are freehold are held in the name ofthe Company as at the balance sheet date. In respect of immovable properties of land thathave been taken on lease and disclosed as property plant and equipment in the financialstatements the lease agreements are in the name of the Company where the Company is thelessee in the agreement.

ii. The inventory except goods-in-transit and stocks lying with third parties havebeen physically verified by the management during the year. In our opinion the frequencyof such verification is reasonable. For stocks lying with third parties at the year endwritten confirmations have been obtained. The discrepancies noticed on verificationbetween the physical stocks and the book records were not material and have been dealtwith in books of account.

iii. According to the information and explanations given to us the Company has grantedloans unsecured to one of its wholly owned subsidiary company covered in the registermaintained under section 189 of the Companies Act 2013 in respect of which:

(a) The terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of interest has been stipulatedand repayments or receipts of principal amounts and interest have been regular as perstipulations.

(c) There is no overdue amount remaining outstanding as at the year-end.

iv. In our opinion and according to information and explanations given to us theCompany has complied with provisions of Section 185 and 186 of the Act in respect of grantof loans making investments and providing guarantees and securities as applicable.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposit from the public in accordance with the provisions ofSections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly paragraph 3(v) of the Order is not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules 2014 as amended prescribed by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013 and are of theopinion that prima facie the prescribed cost records have been made and maintained.

vii. According to the information and explanations given to us in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income Tax Customs Duty Goods andService Tax cess and other material statutory dues applicable to it to the appropriateauthorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income Tax Customs Duty Goods and Service Tax cess and other materialstatutory dues in arrears as at 31st March 2019 for a period of more than sixmonths from the date they became payable.

(c) Details of dues of Income Tax Sales Tax Service Tax Excise Duty and Value AddedTax which have not been deposited as on 31st March 2019 on account of disputesare given below:

Name of Statute Nature of Dues Forum where dispute is pending Period to which the Amount Relates Amount involved Amount Unpaid
(Rs. in crores) (Rs. in crores)
Income Tax IT Matters under dispute CIT (A) A.Y. 2016-17 67.40 51.24
Tribunal A.Y. 2015-16 8.94 1.07
Tribunal A.Y. 2014-15 9.72 -
Tribunal A.Y. 2013-14 2.61 -
Tribunal A.Y. 2012-13 2.92 -
Assessing Officer A.Y. 2006-07 0.82 -
High Court A.Y. 2007-08 0.09 0.09
Tribunal A.Y. 2009-10 0.11 0.11
Tribunal A.Y. 2010-11 0.13 0.13
CIT (A) A.Y. 2011-12 0.40 0.32
Tribunal A.Y. 2011-12 0.31 0.31
Total (A) 93.45 53.27
Sales tax Assessment Dues Assessing Authority F.Y. 2000-01 to F.Y. 2016-17 17.42 16.89
First Appellate level F.Y. 1994-95 to F.Y. 1995-96 F.Y. 1997-98 to F.Y. 2016-17 34.44 27.36
Second Appellate level F.Y. 2009-10 F.Y. 2013-14 to F.Y. 2016-17 3.43 3.40
Tribunal F.Y. 1991-92 F.Y. 1993-94 F.Y. 1996-97 to F.Y. 1999-00 F.Y. 2000-01 to F.Y. 2011-12 F.Y. 2013-14 15.61 10.35
High court F.Y. 1993-94 F.Y. 1997-98 F.Y. 2000-01 to F.Y. 2006-07 F.Y. 2008-09 to F.Y. 2009-10 F.Y. 2012-13 2.03 0.76
Supreme Court F.Y. 1992-93 F.Y. 1993-94 F.Y. 2005-06 to F.Y. 2008-09 1.21 0.16
Total (B) 74.14 58.92
Central Excise Act 1944 Dispute relating to Excise Duty Adjudicating Authority F.Y. 2015-16 October 2007 0.32 0.29
First Appellate F.Y. 1986-87 F.Y. 1996-97 F.Y. 2006-07 September 2013 to November 2013 F.Y. 2015-16 F.Y. 2016-17 1.21 1.17
Tribunal F.Y. 2005-08 F.Y. 2012-13 to F.Y. 2014-15 8.96 7.01
Total (C) 10.49 8.47
Total (A+B+C) 178.08 120.66

There are no dues of Customs duty which have not been deposited on account of dispute.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted during the year in repayment of dues to its financialinstitutions bankers and government. The Company did not have any outstanding debenturesduring the year.

ix. The Company did not have any term loans outstanding during the year. The Companyhas not raised moneys by way of initial public offer or further public offer (includingdebt instruments) or term loans and hence reporting under clause (ix) of the Order is notapplicable.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company and no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

xi. According to the information and explanations given to us managerial remunerationhas been paid or provided in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.

xii. According to the information and explanations given to us the Company is not aNidhi Company as prescribed under Section 406 of the Act. Accordingly reporting underclause (xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us all transactions withthe related parties are in compliance with Section 177 and 188 of Act where applicableand the details have been disclosed in the Financial Statements as required by theapplicable Indian Accounting Standards.

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

xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him and hence provisions of section192 of the Companies Act 2013 are not applicable.

xvi. According to information and explanations given to us the Company is not requiredto be registered under Section 45 IA of the Reserve Bank of India Act 1934.

For Deloitte Haskins & Sells LLP

Chartered Accountants

Firm's Registration No: 117366W/W-100018

Shyamak R Tata

Partner

Membership No: 038320

Mumbai

9th May 2019


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