Bajaj Hindusthan Sugar Ltd Directors Report.

To the Members of

Bajaj Hindusthan Sugar Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the Standalone financial statements of Bajaj Hindusthan Sugar Limited ("the Company"), which comprise the balance sheet as at March 31,2020, the statement of Profit and Loss including the statement of other comprehensive income, the cash flow statement, the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone Ind AS financial statements give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2020 and its loss, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw attention to Note No. 35(I)(e) to the standalone financial statements, regarding the non-provision of contractual obligation related to premium payable on Optionally Convertible Debentures (OCDs) at the time of redemption of OCDs issued to lenders pursuant to the Scheme for Sustainable Structuring of Stressed Assets (S4A Scheme) which stipulates that the yield to maturity (YTM) being the difference between weighted average interest and coupon rate payable as redemption premium at the time of redemption of OCDs redeemable in 13 equal instalments commencing from the Financial year 2024-25. The Company considers such YTM/redemption premium as contingent liability and has not provided for the same in the books of account for the year ended March 31, 2020 amounting to Rs.414.51crore. The aggregate liability for such YTM from the date of allotment of OCDs till year ended March 31,2020 is Rs.929.02 crore from date of allotment of OCDs. Had such interest been provided, the reported net loss for the year ended March 2020 would have been Rs.519.88 crore and Net worth of the Company would have been Rs.2,325.26 crore.

Material Uncertainty related to Going Concern:

As stated in Note No. 48 of the standalone financial statements, the Company during the last few years has incurred losses due to high raw material cost and lower price of finished goods, resulting into reduction of net worth of the Company. The Company has dues payable to farmers for sugar cane purchases at year end. The Company is continuously striving for improvement in the operational efficiency in other parameter. The above factors indicate a material uncertainty, which may cast significant doubt about the Companys ability to continue as a going concern. The Company continues to operate at optimum levels and expects improvement in the operational efficiency in the form of improvement in sugar recovery, reduction of overheads, finance and other costs, monetisation of certain non-core assets etc. The debt restructuring as per RBIs S4A Scheme, would result into improved liquidity during the next 7 years and the Government has taken different measures to improve the financial health of sugar industry. All these measures are expected to turnaround the operations of sugar industry on sustainable basis. The Company also expects to receive accrued benefits under the Sugar Industries Promotion Policy 2004 for which it is entitled to. In view of the above, the management expects to generate positive cash flow from operation and accordingly, the financial statements are continued to be presented on going concern basis, which contemplates realisation of assets and settlement of liabilities in the normal course of business.

Our opinion is not modified in respect of the above matter.

Emphasis of Matter

a) As stated in Note No. 44 to the standalone financial statements, the Company has exposure aggregating to Rs.1,683.37 crore, in its three wholly-owned subsidiaries, 770.33 crore in other companies which are related to group and 631.38 crore in other companies, aggregating to 3,085.08 crore, by way of investments, loans, accumulated interest on these loans and receivables. Management believes that the loans and advances given to power business subsidiaries are considered good and recoverable based on the future favourable view of government for power industries & for other subsidiarys based on their future business plan, and ongoing efforts towards obligation casted on the Company and its promoters to recover the outstanding loans in phased manner in terms of the agreements executed to give effect to the debt restructuring schemes from time to time and accordingly no provision other than those already accounted for, has been considered necessary.

b) We draw your attention to Note No. 47 (a) to the standalone financial statements which explain the uncertainties and the managements assessment of the financial impact due to the lockdowns and other restrictions and conditions related to COVID-19 pandemic situation, for which a definitive assessment of the impact in the subsequent period is highly dependent upon the circumstances as they evolve. Further, our attendance at the physical inventory done by the management was impracticable under the current lockdown restrictions imposed by the government and we have therefore, relied on the related alternate audit procedures to obtain comfort over the existence and condition of inventory at the year end.

Our opinion is not modified in respect of these above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matter described below to be key audit matters to be communicated in our report.

The Key Audit Matters How the matter was addressed in our audit
Impairment assessment for Investments, loans and interest on loan & receivables
The Company has exposure aggregating to Rs.1,683.37 crore, in its three wholly-owned subsidiaries, Rs.770.33 crore in other companies which are related to group and Rs.631.38 crore in other companies, by way of investments, loans, accumulated interest on these loans and receivables. Such investments are carried at cost as per Ind AS 27 - Separate Financial Statements and are individually assessed for We focussed on this area due to magnitude of the carrying value of investments, loans, accumulated interest on loan and receivables related to subsidiary companies, other companies related to group and other companies, which comprise 22% of the total assets as at March 31, 2020 and are subject to annual impairment assessment.
Our audit procedures, in respect of testing impairment assessment in case of investments, loans given, interest accrued on loans and receivables included the following:
- Held discussions with management regarding appropriate implementation of policy on impairment.
- Evaluated the future business plan and available valuation report.
- Confirmations for above exposure.
- Validated the S4A Restructuring Scheme clause related to obligation on the Company to recover the loan amount.
- We evaluated the impairment assessment performed by management taking into account the requirements of Ind AS 36 - Impairment of Assets
Physical Verification of inventory :
Physical verification of closing inventory done by the management as on March 31,2020 was not attended by us and subsequent to the year-end we have done alternative procedures due to the restrictions imposed on account of COVID-19. We have carried out following procedures with respect to the existence of Inventory at the year end:
- Evaluated the design and implementation of the controls over physical verification of inventory and tested the operating effectiveness of these controls during the interim periods.
- Obtained reports of the internal auditor of the Company for inventory verification process. Verified the instructions provided by the management to those independent firms. Evaluated the differences identified by these internal auditor during their physical verification of inventories and it was noted that there were no major deviations found.
- Participated in the physical verification of inventory conducted by the management subsequent to the year end, through video calls and performed roll back procedures which included the movement of inventory considering production and sales subsequent to March 31, 2020 till the date of verification.
- Verified the memorandum register related to stock maintained by the stock departments and signed by the person in charge, as on the date of the verification.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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 misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors/Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

4. Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a. We have sought and except for the matter described Basis for Qualified Opinion section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid standalone financial statements.

b. Except for the possible effects of the matter described in the Basis of Qualified opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the standalone financial statements.

d. In our opinion, except for the matter described in Basis for Qualified Opinion section, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

e. The matters described in Basis for Qualified Opinion paragraph and the Going concern matter described under Material Uncertainty related to Going Concern paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f. On the basis of the written representations received from the directors of the Company as on March 31, 2020 taken on record by the Board of Directors of the Company, none of the directors of the company is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164(2) of the Act.

g. The reservation relating to maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified opinion paragraph.

h. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

i. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and according to the information and explanations given to us, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by provisions of section 197 read with Schedule V to the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

(B) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 35 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Lalit R. Mhalsekar
Partner
Membership No. 103418
Mumbai
Dated: June 29, 2020

Annexure "A" to Independent Auditors Report on the standalone financial statements of Bajaj Hindusthan Sugar Limited for the year ended March 31, 2020

Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date to the Members of Bajaj Hindusthan Sugar Limited on the standalone financial statements as of and for the year ended March 31, 2020

i. In respect of its Fixed Assets :

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. According to the information and explanations given to us, the immovable properties of the Company have been mortgaged with the lenders and the original title deeds are deposited with the lenders trustee. Based on the confirmation given by the trustee and verification of the copies of the title deeds / lease deeds in respect of immovable properties of free hold land, buildings and immovable properties of land that have been taken on lease and disclosed as fixed assets in the financial statement are held in the Companys name or in the Companys erstwhile name or in the name of companies amalgamated with the Company in past.

ii. In respect of its inventories:

As explained to us, physical verification of inventories have been conducted at reasonable intervals by the management, which in our opinion is reasonable, having regard to the size of the Company and nature of its inventories. No material discrepancies noticed on such verification of inventories as compared to the book records. Further, our attendance at the physical inventory verification done by the management was impracticable under the current restrictions imposed by the government and we have relied on the related alternate audit procedures.

iii. On the basis of the audit procedures applied by us, and according to the information and explanations given to us on our enquiries on this behalf and records produced to us for our verification, the Company has not given loans and advances to Companies covered in the register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of sections 185 and 186 of the Act, with respect grant of loans, making investments and providing guarantees and securities, as applicable.

v. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Therefore, the provisions of Clause (v) of paragraph 3 of the Order are not applicable to the Company.

vi. To the best of our knowledge and as explained, the Company has maintained the cost records specified under Companies (cost records and audit) Rules, 2014 issued under sub section (1) of Section 148 of the Act, in respect of Companys products to which said rules are made applicable and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate.

vii. In respect of Statutory dues :

a. According to the records of the Company, undisputed statutory dues including Goods and Services Tax, Provident Fund, Income-Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues applicable to it have been generally regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2020 for a period of more than six months from the date of becoming payable.

b. On the basis of our examination of accounts and documents on records of the Company and information and explanations given to us upon enquires in this regard, the disputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Custom Duty and Excise Duty/Cess not deposited with the appropriated authorities are as under:

Name of Statute Nature of Dues Amount (Rs. In crore) Period Forum where dispute is Pending
Central Sales Tax Act, 1956 and Sales Tax Act/VAT Act of various states & GST Act (Appeals) Sales Tax, VAT and Entry Tax, GST 0.88 Various year from 2011-12 to 2017-18 Commissioner of Sales Tax/VAT
47.29 Various year from 1982-83 to 2013-14 Sales Tax Appellate Tribunal
3.36

Various year from 1989-90 to 2010-11

High Court
Central Excise Act, 1944 Excise and Service Tax 0.00

Various year from 2006-07 to 2016-17

Commissioner of Central Excise (Appeals)
0.02 Various year from 2008-09 to 2015-16 Central Excise and Service Tax Appellate Tribunal
0.00 From 2004-05 High Court
5.59 Various year from 2004-05 to 2015-16 Supreme Court
Total 57.14

viii. In our opinion and according to the information and explanations given to us, the Company has delayed in repayment of dues to financial institutions and banks during the year related to principal loans amount & interest on loans and to debenture holders for interest on debenture. The lender-wise details of the delays made by the Company as on March 31, 2020 is tabulated as under:-

Name of Institutions

Principal

No. of Days - Range

Amount (Rs. in Crore) - Range

Bank Min Max Min Max
Indian Bank (earlier Allahabad Bank) 37 63 0.27 8.69
Bank of Baroda 24 38 0.07 1.73
Bank of India 37 44 0.04 1.73
Bank of Maharashtra 45 60 0.20 8.70
Canara Bank 46 58 0.13 4.35
Central Bank of India 34 58 0.21 5.62
Union Bank (earlier Corporation Bank) 24 61 0.10 3.28
IDBI Bank Ltd 31 61 0.15 4.45
Indian Overseas Bank 51 51 0.06 2.62
Punjan National Bank (Oriental Bank of Commerce) 52 61 0.20 3.81
Punjab National Bank 25 60 0.44 6.24
State Bank of India 16 31 0.06 8.02
UCO Bank 36 58 0.58 3.90

 

Name of Institutions

Interest

No. of Days - Range

Amount (Rs. in Crore) - Range

Bank Min Max Min Max
Indian Bank (earlier Allahabad Bank) 6 36 2.29 2.55
Bank of Baroda 4 34 0.54 0.62
Bank of India 3 35 0.32 0.34
Bank of Maharashtra 6 37 1.62 1.96
Canara Bank 5 36 1.10 1.59
Central Bank of India 5 41 0.00 1.83
Union Bank (earlier Corporation Bank) 4 35 0.00 0.73
IDBI Bank Ltd 6 37 1.47 1.61
Indian Overseas Bank 4 41 0.50 0.76
Punjab National Bank (Oriental Bank of Commerce) 7 41 0.00 1.62
Punjab National Bank 6 42 0.00 3.72
State Bank of India 2 34 0.00 4.11
UCO Bank 6 37 0.74 0.83

 

Name of Institutions

Interest on debentures

No. of days Rs. In crore No of days Rs. In crore
Bank
Indian Bank (earlier Allahabad Bank) 43 2.33
Bank of Baroda 43 0.56
Bank of India 43 0.33
Bank of Maharashtra 43 1.66
Canara Bank 43 1.13
Central Bank of India 43 1.83
Union Bank (earlier Corporation Bank) 3 0.33 43 0.92
IDBI Bank Ltd 43 1.62
Indian Overseas Bank 43 0.50
Punjab National Bank (Oriental Bank of Commerce) 43 1.61

 

Name of institutions

Interest on debentures

Bank No. of days Rs. In crore No. of days Rs. In crore
UCO Bank 43 0.74
Total 0.33 22.18

ix. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) or term Loan during the year and hence clause (ix) of paragraph 3 of the Order is not applicable to the Company.

x. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion, Company is not a nidhi Company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.

xiii. In respect of transactions with related parties:

In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with sections 177 and 188 of the Act and their details have been disclosed in the financial statements etc., as required by the applicable accounting standards.

xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act. Hence, clause (xv) of the paragraph 3 of the Order is not applicable to the Company.

xvi. To the best of our knowledge and as explained, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Lalit R. Mhalsekar
Partner
Membership No. 103418
Mumbai
Dated: June 29, 2020

Annexure "B" to the Independent Auditors Report on the standalone financial statements of Bajaj Hindusthan Sugar Limited for the year ended March 31, 2020 Report on the Internal Financial Controls with reference to the aforesaid standalone financial statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013

Referred to in Paragraph I(A)(h) under Report on Other Legal and Regulatory Requirements section of our report of even date

We have audited the internal financial controls with reference to financial statements of BAJAJ HINDUSTHAN SUGAR LIMITED ("the Company") as of March 31, 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the internal financial controls system with reference to financial statements of the Company.

Meaning of Internal Financial Controls with Reference to Financial Statements

A companys internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With Reference to Financial Statements

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

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weakness has been identified as at March 31, 2020:

Company has not provided the premium payable on Optionally Convertible Debentures (OCDs) at the time of redemption of OCDs as a contractual obligation.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control with reference to financial statements, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the effects/possible effects of the material weakness described above under Qualified Opinion paragraph on the achievement of the objectives of the control criteria, the Company has, in all material respects, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2020, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

We have considered material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2020, financial statements of the Company and these material weaknesses affect our opinion on financial statements of the Company for the year ended March 31, 2020, [our Audit Report dated June 29, 2020, which expressed an qualified opinion on those financial statements of the Company].

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Lalit R. Mhalsekar
Partner
Membership No. 103418
Mumbai
Dated: June 29, 2020