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Zee Entertainment Enterprises Ltd.

BSE: 505537 Sector: Media
NSE: ZEEL ISIN Code: INE256A01028
BSE 00:00 | 24 Apr 2020 Zee Entertainment Enterprises Ltd
NSE 05:30 | 01 Jan 1970 Zee Entertainment Enterprises Ltd

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OPEN 151.80
PREVIOUS CLOSE 157.65
VOLUME 1593932
52-Week high 439.95
52-Week low 114.00
P/E 9.50
Mkt Cap.(Rs cr) 13,927
Buy Price 145.00
Buy Qty 1807.00
Sell Price 145.80
Sell Qty 554.00
OPEN 151.80
CLOSE 157.65
VOLUME 1593932
52-Week high 439.95
52-Week low 114.00
P/E 9.50
Mkt Cap.(Rs cr) 13,927
Buy Price 145.00
Buy Qty 1807.00
Sell Price 145.80
Sell Qty 554.00

Zee Entertainment Enterprises Ltd. (ZEEL) - Auditors Report


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Company auditors report

To

The Members of Zee Entertainment Enterprises Limited

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Zee EntertainmentEnterprises Limited (the Company) which comprise the Balance Sheet as at 31 March 2019and the Statement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofsignificant 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 true and fairview in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended and other accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2019 and its profit total comprehensive incomeits cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SA) specified under Section 143 (10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the independencerequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient for our audit opinion on thestandalone financial statements.

Emphasis of matter

We draw attention to Note 47 to the standalone financial statements regarding unsecuredinterest-free deposits given to aggregators and advances given/ recovered to/from theagencies (sub-agents) of the aggregators for acquiring movie libraries on the basis ofMemorandum of Understanding (MOU) including management's observations on enhancing therelated effectiveness of control as detailed in the note.

Our opinion on the financial statements is not modified in respect of aforesaid matter.

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.

Key Audit Matter Auditors response
Goodwill Impairment assessment as at 31 March 2019 Principal Audit Procedures
The standalone financial statements reflect goodwill aggregating Rs. 3018 million recognised mainly for the acquisition and allocated to following cash generating unit (CGUs): Our procedures consisted of challenging management's methodology and key assumptions and included the following audit procedures:
1. Online Media Business (Rs. 2397 million (net of impairment)); and • Evaluated the design of internal controls relating to review of goodwill impairment testing performed by management;
2. Regional channel in India (Rs. 621 million). • Validating impairment models through testing of the mathematical accuracy and verifying the application of the input assumptions;
We considered this as key audit matter due to the amount of balance of goodwill and because of the Company's assessment of the fair value less cost of disposal (FVLCD) and value-in-use (VIU) calculations of the CGU. This assessment involve judgements about the valuation methodology and appropriate to provide a basis future performance of business and discount rate applied to future cash flow projections. • Understanding the underlying process used to determine the risk adjusted discount rates;
• Assessing the appropriateness of any changes to assumptions since the prior period;
Validating the cash flow forecasts with reference to historical forecasts actual performance and independent evidence to support any significant expected future changes to the business;
Refer Notes 2 (f) and 7 to the Standalone Financial Statements. • Working with valuation specialist to benchmark the discount rates and perpetual growth rates applied by the Company for the purposes of computing VIU;
• We have also engaged valuation specialist to assist us in evaluating the FVLCD determined by the Company. The valuation specialist independently evaluated revenue multiple used in determination of FVLCD.
Key Audit Matter Auditors response
Audit of transactions involving movie acquisitions through sub-agents of the aggregators of the Company: Principal Audit Procedures
The Company acquires movies from aggregators and production houses during the year the Company paid advances to certain sub-agents of the content aggregators for acquiring rights of movies on the basis of Memorandum of Understanding (MOU) entered into with the respective sub-agents. • Evaluated the design and operating effectiveness of internal controls relating to identification of aggregators and its sub-agents and authorisation of movie advances. Please refer to a material weakness identified in Annexure “A” to the independent auditor's report on our reporting under Section 143(3)(i) of the Act on internal financial controls over financial reporting.
We considered this as key audit matter as it relates to a change in the movie acquisition process implemented by the Company during the year the value of such movie advances and the risks associated with non-performance resulting in refunds of such advances. • Obtained supporting documents for movie advances to sub-agents which included the Memorandum of Understanding (MOU) executed between the Company and the sub- agents and letters received from the content aggregators introducing the sub-agents to the Company and providing their undertaking towards the performance as well as the credit risk.
• Obtained termination letters for cases where refunds were received from sub-agents due to non-fulfilment of their obligations stated in the MOUs.
Verified of interest charged to sub-agents per the terms of the MOU on refund of movie advances.
• Read the minutes of the meetings of the Audit Committee wherein the management has explained the film content acquisition strategy including the business rationale of the movie acquisition.
Obtained independent confirmation from the content aggregators and their sub-agents confirming the agency relationship with content aggregator MOU's executed with Company transactions done with the Company as well as outstanding balances if any at year end.

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

• The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises of information included in the ManagementDiscussion and Analysis Directors' Report including Annexures to the Directors' ReportCorporate Governance and Shareholders' Information but does not include the standalonefinancial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained 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 materialmisstatement of this other information we are required to report that fact. We havenothing to report in 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 thecomputationandreceipt generallyaccepted in India. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statement that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

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

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

Auditor's 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 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 tonot detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sconcern. If we conclude that a material uncertainty exists we are required to drawattention in our auditor's report to the related disclosures in the standalone financialstatements or if such disclosures are inadequate to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date of our auditor's report. Howeverfuture events or conditions may cause the Company to cease to continue 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 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.

a basis for our opinion. The risk of

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report to theextent applicable 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.

c) The Balance Sheet the Statement Profit and Loss including OtherComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theInd AS specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in “Annexure A”. Our report expresses a qualified opinion on theoperating effectiveness of the Company's internal financial controls over financialreporting for the reasons stated therein.

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 opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its Directors is in accordance with the provisions ofSection 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 financialstatements refer Note 32 to the standalone financialstatements.

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.

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

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
A. B. Jani
Partner
Mumbai 27 May 2019 Membership No. 46488

ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' of our report of even date)

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

We have audited the internal financial controls over financial reporting of ZeeEntertainment Enterprises Limited (“the Company”) as of 31 March 2019 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date which includes internal financial controls over financialreporting of the Company.

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 financialreporting 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to respective company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand 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 performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing 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 appropriate to provide a basisfor our qualified audit opinion on the Company's internal financial controls system overfinancial 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.

Basis for Qualified Opinion

According to the information and explanations given to us and based on our audit amaterial weakness has been identified in the Company's internal financial controls overfinancial reporting as at 31 March 2019 relating to certain operating ineffectiveness incontrols in respect of advance payments to agencies (sub-agents) of aggregators for movielibrary acquisition on the basis of Memorandum of Understanding (MOU). As a consequence ofthe said operating ineffectiveness in control for movie library acquisitions there is apotential effect that the advances may be paid without adequate approvals.

Qualified Opinion

In our opinion to the best of our information and according to the explanations givento us except for the possible effects of the material weakness described in Basis forQualified Opinion paragraph above on the achievement of the objectives of the controlcriteria the Company has maintained in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls overfinancial reporting were operating effectively of 31 March 2019 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

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 standalone IndAS financial statements of the Company for the year ended 31 March 2019 and the materialweakness does not affect our opinion on the said standalone Ind AS financial statements ofthe Company.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
A. B. Jani
Partner
Mumbai 27 May 2019 Membership No. 46488

ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT

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

Report on Companies (Auditor's Report) Order 2016 (the Order) issued by the CentralGovernment in terms of Section 143(11) of the Companies Act 2013 (the Act) of ZeeEntertainment Enterprises Limited (the Company)

(i) In respect of its fixed assets:

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

b) Some of the fixed assets were physically verified except Integrated

Receiver Decoders (IRD) boxes lying with third parties during the year by theManagement in accordance with a programme of verification which in our opinion providesfor physical verification of all the fixed assets at reasonable intervals. According tothe information and explanations given to us no material discrepancies were noticed onsuch verification.

c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed / transfer deed /conveyance deed provided to us we report that the title deeds comprising all theimmovable properties of buildings which are freehold are held in the name of the Companyas at the balance sheet date except for the freehold land measuring 17639.64 squaremeters located at Shaikapet Village Hyderabad for which the original title deeds were notavailable for verification. The gross block and net block of such land as at March 2019 isRs. 573 million.

The Company does not have any immovable properties taken on lease that are disclosed asfixed asset in the standalone Ind AS financial statements.

(ii) As explained to us the nature of the inventories of the Company are such thatclause (ii) of paragraph 3 of the Order is not applicable to the Company.

(iii) The Company has not granted any loans secured or unsecured to companies firmsor other parties covered in the Register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of 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 deposits from the public during the year. Therefore theprovisions of clause 3(v) of the Order are not applicable to the Company.

(vi) The maintenance of cost records has been specified by the Central Government underSection 148(1) of the Act. We have broadly reviewed the cost records maintained by theCompany pursuant to the Companies (Cost Records and Audit) Rules 2014 as amendedprescribed by the Central Government under sub-Section (1) of Section 148 of the Act andare of the opinion that prima facie the prescribed cost records have been made andmaintained. We have however not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

(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 Investor Education and Protection Fund Employee StateInsurance Income-tax Wealth-tax Sales tax Service tax/Goods and Service tax Customsduty Excise duty Cess and any other material statutory dues applicable to it with theappropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund InvestorEducation and Protection Fund Employee State Insurance Income-tax Wealth tax Salestax Service tax/Goods and Service tax Customs duty Excise duty Cess and other materialstatutory dues in arrears as at 31 March 2019 for a period of more than six months fromthe date they became payable.

c) Details of dues of Income-tax Sales tax Service tax/Goods and Service tax Customsduty Excise duty and Value added tax which have not been deposited as on 31 March 2019on account of disputes are given below:

Name of Statute Nature of Dues Forum where Period to which the Amount Unpaid
Dispute is Pending Amount Relates (Rs.in millions)
The Central Excise Act 1944 Service Tax Customs Central Excise and Service Tax Appellate Tribunal F.Y. 2006-07 312
F.Y. 2007-08 148
F.Y. 2011-12 4
F.Y. 2012-13
Additional Commissioner of Service Tax Mumbai F.Y. 2012-13 39
F.Y. 2013-14
F.Y. 2014-15
F.Y. 2015-16 51
F.Y. 2016-17
The Income Tax Act 1961 Tax Deducted at Source (including interest) Income Tax Commissioner of Income F.Y. 2012-13 7
Tax (Appeals) F.Y. 2013-14 14
High Court F.Y. 1995-96 (Rs. 426630)^
F.Y. 2004-05 18
Income Tax Appellate F.Y. 2009-10 4
Tribunal F.Y. 2011-12 75
F.Y. 2008-09 3*
F.Y. 2009-10 30*
Income Tax-Penalty Commissioner of Income F.Y. 2007-08 173
Tax (Appeals)

^ represents absolute amount

*pertains to erstwhile ETC Networks Limited merged with the Company

(viii) In our opinion and according to the information and explanations given tous the Company has not defaulted in the repayment of loans or borrowings to financialinstitutions or banks. The Company does not have any loans from the Government and has notissued any debentures.

(ix) The Company has not raised moneys by way of initial public offer further publicoffer (including debt instruments) or term loans and hence reporting under clause 3 (ix)of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given tous the Company is in compliance with Section 177 and 188 of the Act where applicablefor all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable or 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 3(xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsDirectors or persons connected to its directors and hence provisions of Section 192 of theAct are not applicable.

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

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
A. B. Jani
Partner
Mumbai 27 May 2019 Membership No. 46488


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