You are here » Home » Companies ยป Company Overview » SML ISUZU Ltd

SML ISUZU Ltd.

BSE: 505192 Sector: Auto
NSE: SMLISUZU ISIN Code: INE294B01019
BSE 00:00 | 24 Apr 2020 SML ISUZU Ltd
NSE 05:30 | 01 Jan 1970 SML ISUZU Ltd

Notice: Undefined property: stdClass::$market_capital_for_nse in /usr2/unibs/application/modules/live-market/views/scripts/company/bs-new-bse-nse-block.php on line 17
OPEN 377.35
PREVIOUS CLOSE 375.30
VOLUME 3657
52-Week high 877.00
52-Week low 280.00
P/E 175.47
Mkt Cap.(Rs cr) 518
Buy Price 354.00
Buy Qty 3.00
Sell Price 360.00
Sell Qty 69.00
OPEN 377.35
CLOSE 375.30
VOLUME 3657
52-Week high 877.00
52-Week low 280.00
P/E 175.47
Mkt Cap.(Rs cr) 518
Buy Price 354.00
Buy Qty 3.00
Sell Price 360.00
Sell Qty 69.00

SML ISUZU Ltd. (SMLISUZU) - Auditors Report


Notice: Undefined variable: pattern in /usr2/unibs/application/modules/live-market/views/scripts/company/annual-report.php on line 72

Company auditors report

TO

THE MEMBERS OF

SML ISUZU LIMITED.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of SML Isuzu Limited ("theCompany") which comprise the balance sheet as at 31 March 2019 and the statement ofprofit and loss (including other comprehensive income) statement of changes in equity andstatement of cash flows for the year then ended and notes to the financial statementsincluding a summary of the significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2019 and profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder 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

We draw attention to Note 44 of the financial statements which describes that there isan ongoing investigation being carried out by an external firm in relation to allegationsreceived by the Company. As further explained in the said note based on the work donetill date and based on assessment of these allegations by the Board of Directors AuditCommittee and Management the Company is of the view that the there is no evidenceavailable till date that indicates the likelihood of any material adjustment to thefinancial statements for the year ended 31 March 2019. Our opinion is not modified inrespect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

The key audit matter How the matter was addressed in our audit
Revenue recognition as per Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard) (see notes 2(a)(vi) 2(b)(i) and 23 of the financial statements) In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
The application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations and the appropriateness of the basis used to measure revenue recognized over a period. - We assessed the appropriateness of the revenue recognition accounting policies including those relating to warranty service coupons rebates and discounts by comparing with applicable accounting standards.
- Evaluated the design of internal controls relating to implementation of the new revenue accounting standard calculation of warranty service coupons liquidated damages and discounts and rebates. In addition tested material contracts on samples basis in respect of revenue recorded and evaluated the operating effectiveness of the internal control relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving inquiry and observation re-performance and inspection of evidence in respect of operation of these controls.
Revenue from sale of goods is recognised when control of the products being sold is transferred to the customer and when there are no longer any unfulfilled obligations. The performance obligations in the contracts are fulfilled at the time of delivery or upon formal customer acceptance depending on customer terms.
Revenue is measured at fair value of the consideration received or receivable after deduction of any trade discounts volume rebates and any taxes or duties collected on behalf of the government such as goods and services tax etc. - Selected a sample of continuing and new contracts and read the distinct performance obligations in these contracts assessing the Company's revenue recognition policies with reference to the requirements of the applicable accounting standards.
Accumulated experience is used to estimate the provision for warranty service coupons liquidated damages discounts and rebates. Revenue is only recognised to the extent that it is highly probable a significant reversal will not occur. - We performed substantive testing by selecting samples of revenue transactions recorded during the year by verifying the underlying documents including invoices shipping documents etc.
There is a risk of revenue being overstated due to fraud including through manipulation of key estimates such as warranty service coupons liquidated damages and rebates and discounts resulting from pressure the management may feel to achieve performance targets at the reporting period end. - We performed a retrospective review of estimates and ascertained that the carrying value is reflective of the expected future obligation and that there were no changes in the method of estimation or indication of any management bias.
- We performed cut-off testing for samples of revenue transactions recorded before and after the financial year end date by comparing with relevant underlying documentation including acknowledgment of receipt of goods by the customers to assess whether the revenue was recognized in the correct period.
- We assessed manual journals posted to revenue to identify unusual items

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditor's reportthereon. The Company's annual report is expected to be made available to us after the dateof this auditor's report.

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 financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read the other information if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance and take necessary actions as required under applicable laws and regulations.

Management's Responsibility for the Financial Statements

The Company's management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe 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 were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the financial statements management and Board of Directors areresponsible for assessing the Company's ability 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 Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these 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 financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

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

- Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

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

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

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

Report on Other Legal and Regulatory Requirements

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

(A) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

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

c) The balance sheet the statement of profit and loss (including other comprehensiveincome) the statement of changes in equity and the statement of cash flows dealt with bythis Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder section 133 of the Act.

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

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

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

i. The Company has disclosed the impact of pending litigations as at 31 March 2019 onits financial position in its financial statements. Refer Note 17(B) and Note 31 (a) ofthe 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 tothe Investor Education and Protection Fund by the Company.

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made in these financial statements since they do not pertain to the financialyear ended 31 March 2019.

(C) With respect to the matter to be included in the Auditor's Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R & Associates LLP
Chartered Accountants
ICAI Firm Registration No.: 116231W/W-100024
Ashwin Bakshi
Place: Gurugram Partner
Date: 28 May 2019 Membership number: 506777

Annexure A to the Independent Auditors' report on the financial statements of SML IsuzuLimited for the year ended 31 March 2019

Annexure A referred to in paragraph 1 under 'Report on Other Legal and RegulatoryRequirements' section of the Independent Auditor's Report to the Members of SML IsuzuLimited on the financial statements for the year ended 31 March 2019 we report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of 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. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets. For fixed assets lying with third parties written confirmationshave been obtained from certain parties.

(c) According to the information and explanations given to us the Company has twoimmovable properties. Further according to the information and explanations given to usand on the basis of our examination of the records of the Company and confirmationreceived from the Financial Institution holding the title deed for one of the immovableproperties the title deed for one immovable property is held in the name of the Companyand the other is held in the name of Swaraj Mazda Limited i.e. the erstwhile name of theCompany.

(ii) The inventory except goods-in-transit and stock lying with third parties hasbeen physically verified by the management during the year and no material discrepancieswere noticed on such verification. In our opinion the frequency of such verification isreasonable. For stocks lying with third parties at the year-end written confirmationshave been obtained in respect of a significant value of such inventory.

(iii) According to the information and explanations given to us we are of the opinionthat the Company has not granted any loans secured or unsecured to Companies FirmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013. Accordingly the provisions of paragraph 3 (iii)of the Order are not applicable to the Company.

(iv) The Company has not given any loans or made any investments or provided anyguarantee or security as specified under Section 185 and 186 of the Companies Act 2013.Accordingly paragraph 3 (iv) of the Order is not applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposits covered under Section 73 to 76 of the Act or other provisions of theAct and rules framed thereunder.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under Section 148(1) of the Act forany of the products manufactured/ services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' StateInsurance Income Tax Goods and Services Tax Duty of Customs Cess and other materialstatutory dues have generally been regularly deposited during the year by the Company withthe appropriate authorities though there have been slight delays in a few cases relatingto deposit of Income Tax and Labour Welfare Fund. As explained to us the Company did nothave any dues on account of Sales Tax Service Tax Duty of Excise and Value Added Taxduring the year.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income Tax Goods andServices Tax Duty of Customs Cess and other material statutory dues were in arrears ason 31 March 2019 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us except as stated belowthere are no dues of Goods and Services Tax Duty of Customs Income Tax Sales TaxService Tax Duty of Excise and Value Added Tax which have not been deposited by theCompany on account of any dispute:

Name of the Statute Nature of the Dues Amount involved (Rs. lakhs) Amount deposited (Rs. lakhs) Period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Duty of Excise 1.94 Nil Oct 2004 to Mar 2005 Honorable Supreme Court of India
Central Excise Act 1994 Duty of Excise 5.70 Nil 2005-2006 Commissioner (Appeals)
Finance Act 1994 Service Tax 5.70 Nil 2005-2006 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Duty of Excise 3.62 Nil Apr 2008 to Jun 2009 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Duty of Excise 4.05 Nil Apr 2010 to Sep 2011 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Sub - total (A) 21.01 Nil
Central Sales Tax Act 1956 Sales Tax 218.23 87.30 Apr 2000 to Sep 2000 Sales Tax Appellate Tribunal Chandigarh.
Central Sales Tax Act 1956 Sales Tax 3.17 Nil 2012-2013 Senior Joint Commissioner of Commercial Tax West Bengal
Punjab VAT Act 2005 Value added tax 1.57 0.39 Aug 2007 Deputy Excise and Taxation Commissioner cum Joint Director Enforcement Patiala
Uttar Pradesh Trade Tax Act 1948 Sales Tax 15.94 7.20 1993 -1994 Additional Commissioner (Appeals) Lucknow
Uttar Pradesh Trade Tax Act 1948 Sales Tax 5.80 0.87 2005-2006 Assistant Commissioner Grade-II
Uttar Pradesh Trade Tax Act 1948 Sales Tax 6.88 4.98 2016-2017 Assistant Commissioner Ghaziabad
Kerala Value Added Tax Rules 2005 Value added tax 1.42 0.43 2010-2011 Assistant Commissioner Special Circle Trivandrum
Kerala Value Added Tax Rules 2005 Value added tax 93.40 28.02 2011-2012 Assistant Commissioner Special Circle Trivandrum
Kerala Value Added Tax Rules 2005 Value added tax 2.56 0.76 2011-2012 Assistant Commissioner Special Circle Trivandrum
A P Value Added Tax Act 2005 Value added tax 3.55 0.88 2016-2017 Assistant Officer and Deputy Commercial Tax officer Vijayawada
The West Bengal Value added Tax Rules 2005 Value added tax 8.51 Nil 2009-2010 West Bengal Commercial Taxes Appellate and Revisional Board
The West Bengal Value added Tax Rules 2005 Sales Tax 5.70 Nil 2009-2010 West Bengal Commercial Taxes Appellate and Revisional Board
The West Bengal Value added Tax Rules 2005 Entry tax 1.13 Nil 2012-2013 West Bengal Commercial Taxes Appellate and Revisional Board Bench- VI
Sub-total (B) 367.86 130.83
Income-tax Act1961 Income Tax 101.55 88.61 FY 2004-05 Honorable High Court of Punjab and Haryana
Income-tax Act1961 Income Tax 94.79 94.79 FY 2005-06 Honorable High Court of Punjab and Haryana
Income-tax Act1961 Income Tax 137.10 137.10 FY 2006-07 Honorable High Court of Punjab and Haryana
Income-tax Act1961 Income Tax 476.33 476.33 FY 2007-08 Income-tax Appellate Tribunal
Income-tax Act1961 Income Tax 146.00 Nil FY 2007-08 Income-tax Appellate Tribunal
Income-tax Act1961 Income Tax 42.41 Nil FY 2008-09 Honorable High Court of Punjab and Haryana
Income-tax Act1961 Income Tax 39.30 Nil FY 2009-10 Honorable High Court of Punjab and Haryana
Income-tax Act1961 Income Tax 55.94 Nil FY 2010-11 Honorable High Court of Punjab and Haryana
Income-tax Act1961 Income Tax 31.86 15.44 FY 2011-12 Honorable High Court of Punjab and Haryana
Income-tax Act1961 Income Tax 55.75 Nil FY 2012-13 Honorable High Court of Punjab and Haryana
Income-tax Act1961 Income Tax 221.80 221.80 FY 2015-16 Commissioner of Income Tax (Appeals)
Sub-total (C) 1402.83 1034.07
Total (A+B+C) 1791.70 1164.90

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to banks. Further according to theinformation and explanations given to us the Company has not availed any loans orborrowings from any financial institutions or Government and did not have any outstandingdebentures during the year.

(ix) In our opinion and according to the information and explanations given to us theCompany has not raised any money by way of initial public offer or further public officer(including debt instruments) during the year. Further in our opinion and according to theinformation and explanations given to us except an amount of approximately Rs. 300 lakhsraised by way of term loans that was unutilized till end of the year the Company hasutilized the money raised by way of term loans during the year and unutilized funds raisedin the previous year for the purposes for which these funds were raised.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe year. Further as described in note 44 of the financial statements investigation byan external firm on allegations by an employee and a former employee is still ongoing andits final conclusions are not available.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the managerial remuneration has been paid orprovided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us the Company is not anidhi Company. Accordingly paragraph 3 (xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3 (xiv) of the order is not applicable.

(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 them. Accordingly paragraph 3 (xv)of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For B S R & Associates LLP
Chartered Accountants
ICAI Firm Registration No.: 116231W/W-100024
Ashwin Bakshi
Place: Gurugram Partner
Date: 28 May 2019 Membership number: 506777

Annexure B to the Independent Auditors' report on the financial statements of SML IsuzuLimited for the year ended 31 March 2019

Report on the internal financial controls with reference to the aforesaid financialstatements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013(Referred to in paragraph 1 (A) (f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Qualified Opinion

We have audited the internal financial controls with reference to financial statementsof SML Isuzu Limited ("the Company") as of 31 March 2019 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

According to the information and explanations given to us and based on our audit thefollowing material weakness has been identified as at 31 March 2019:

The Company did not have an appropriate internal control system to ensure that thepurchases were recorded in accordance with the approved purchase orders which couldpotentially result in over/ understatement of purchases and may result in unauthorizedpayments to vendors. Additionally as described in note 44 of the financial statementsthere is an ongoing investigation being carried out by an external firm in relation toallegations received by the Company with regard to certain operational and financialmatters. Pending the final outcome of this investigation completeness of identificationof deficiencies cannot be ascertained.

A 'material weakness' is a deficiency or a combination of deficiencies in internalfinancial control with reference to financial statements such that there is a reasonablepossibility that a material misstatement of the Company's annual financial statements willnot be prevented or detected on a timely basis.

In our opinion except for the effects/ possible effects of the material weaknessdescribed above on the achievement of the objectives of the control criteria the Companyhas maintained in all material respects adequate internal financial controls withreference to financial statements and such internal financial controls were operatingeffectively as at 31 March 2019 based on the internal financial controls with referenceto financial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia (the "Guidance Note").

We have considered the material weakness identified and reported above in determiningthe nature timing and extent of audit tests applied in our audit of the 31 March 2019financial statements of the Company and the material weakness does not affect our opinionon the financial statements of the Company.

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. 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 (hereinafter referred to as"the Act").

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial 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 qualified audit opinion on the Company's internal financialcontrols with reference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

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

For B S R & Associates LLP
Chartered Accountants
ICAI Firm Registration No.: 116231W/W-100024
Ashwin Bakshi
Place: Gurugram Partner
Date: 28 May 2019 Membership No.: 506777


Notice: Undefined variable: mediaAbsUrl in /usr2/unibs/application/modules/live-market/controllers/CompanyController.php on line 6061