Hubtown Ltd Directors Report.

TO THE MEMBERS OF

HUBTOWN LIMITED

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Hubtown Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the 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 effects of the matter described in the Basis for Qualified Opinion paragraph below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and 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 Accountin g Sta ndards) 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, the loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the asdit evidence we have obtained issuffic ient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

a) As stated in Foot note (a) to Note 28 to the standalone financial statements of the Company for the year, with regards the Company not having provided for Interest expense amounting to Rs. 28,366.53 lakhs on certain Inter-corporate deposits. Consequent to above, finance cost for the year ended 31st March, 2020 has been understated by Rs. 28,366.53 lakhs resulting in a consequential decrease in the losses for the year ended 31st March, 2020 to that extent. Our Opinion o n the Standalone financial state ments for the year ended March 2019 was also modified in respect of this matter.

b) As stated in Footnote (c) to Note 23 to the standalone financial statement of the Company for the year ended 31st March, 2020 with regards the Company not ha vin g recognized finance Income fro m Deep Disco u nt bon ds held in one of its Joint Venture ent it i e s. Consequently, Finance Income for the year ended 31st March, 2020 is under stated by Rs. 26,209.80 lakhs. Further, losses for the year ended 31st March, 2020 is overstated to that extent. Our Opinion on the Standalone financial statements for the year ended March 2019 was also modified in respect of this matter.

Emphasis of Matters

We draw Attention to:

a) Note 2 (II) (b) (ii) of the standalone financial statements, regarding to recognition of expense for ongoing projects which, based upon estimated costs, is as per the judgment of the management and have been relied upon by us, these being technical matters.

b) Note 42 of the standalone financial statements, which describes the effects of uncertainties relating to COVID-19 pandemic outbreak on the Companys Eperation and managements evaluation of its impact on the accompanying Statement as at 31st March, 2020, the impact of which is significantly dependent on future developments.

c) Footnote (a) to Note 13 to the standalone financial statements, regarding the status of the projects and the opinion framed by the Companys management regarding fealizable value of the costs incurred which, being a technical matter is relted upon by us.

d) Note 36 (i) (B) of the standalone financial statements, regarding Corporate guarantees issued and securities provided aggregating Rs. 1,30,662.05 lakhs by the Company to banks and financial institutions on behalf of various entities, which are significant in relation to the losses for the year an d the net wo rth of the Company. In the opinion of the Management, these are not expected to result in to any financial liability to the Company.

e) Footnote (c) to Note 3(2 of the standalone financial statements regarding the a bove corporate g uara ntees i ssued and securities provided are disclosed at amounts outstanding as at 31st March, 2020. The financial liabilities on account of such financial guarantee contracts have not been measured at fair value as management is of the opinion that there is no material benefit which is expected to accrue to the borrowers on behalf oh whom the Company has provided the corporate guarantees.

f) Footnote (b) to Note 36 of the standalone financial statements, regarding reliance placed by the auditors on certification received from the management with regard to the disclosure of contingent liabilities of the Company.

g) Note 41 of the standalone financial statements, regarding balances that are subject to confirmations, reconciliation and adjustments, if any.

h) Footnote (b) to Note 9 of the standalone financial statements, regarding the Company not having charged interest on advances given by it to various group entities developing real estate projects, in which the Company has a commercial and business interest.

i) Footnote (a) to Note 19 of the standalone finaocial ftatements, regarding the Companys default in redemption of non-convertible debentures along with interest amounting to Rs. 1,441.67 lakhs. We are, however, informed by the management that the Company is in the process of negotiation foe settlement / redemption ofthe said debeotures.

j) Footnote to Note 17 of standalone financial statements, regarding the Company has not created investments to the extent of " 15% of the value of the such debentures, which is required to be created and earmarked in the manner prescribed under Rule 18(7)(c) of the Companies (Share Capital and Debentures) Rules, 2014 notified by the Ministry of Corporate Affairs.

k) Footnote (h) to Note 6 of the standalone fina ncial statements, regarding the Companys in vestments i n certain subsidiaries, jointly controlled entities and associates as at 31st March, 2020 which have incurred losses and carry an eroded net worth as at 31st March, 2020.

l) Footnote (b) to Note 30 ofthe standalone financial statements, regarding C ompany havi ng spen t Rs. 1 6.65 La khs lower amoun t for Corporate Social Responsibility during the year than that required under Section 135 of the Act.

m) Footnote (g) to Note 6 of the standalone financial statements regarding non-receipt of financial statements of one of its partnership firm for year tnded 31st /March, 2020. In the opinion of m a n ag e ment, share of profit/(loss) of such partnership will not have any material impact on the financial statements.

Our opinion is not qualified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance 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 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 matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter How the matter was addressed in our audit
I. Revenue Recognition I. Our audit procedures included, but were not limited to the following :
Refer Note 2(NI) to standalone fina nc ial statemen t s
Revenues from sale of residential units represent the largest portion or the total reven ues of the Company. Revenue i s recog nized upo n transfer of control of residential units to customers for an amount that reflects the consideration which the Company expects to receive in exchangt for those units. the poi nt of revenue recogn i ti on i s no rmall y on handover of the unit to the customer on completion of the project, post which the contract becomes non-cancellable by the parties. • Evaluating that the Companys revenue recognition accounting policies are in line with the applicable Indian accounting standards and their a pplication to customer contracts in cluding consistent application;
The Company records revenue at a point in time upo n tran sfer of contro l of residential units to the customers. Due to the large volume of the Co m pany s projects, there is a r i sk that revenue could be overstated or understated. Since revenue recognition has direct impact on the Companys profitability, this matter has been identified as Key Audit Matter for the current year audit. • Identify a nd test o perating effectiveness of key controls around approvals of contracts, milestone billing, intimation of possession letters and controls over collection from customers;
• For samples selected, verifying underlying documents like handover letter, sale agreement signed by the customer and the collections;
• Cut off procedure for determination of revenue in the appropriate reporting period;
• Conducting site visit during the year for selected projects to understand the scope, nature and status of the projects and to assess the progress of the projects; and
• Considering the adequacy of disclosure in notes to the standalone financial statements in respect of the judgments taken in recognizing revenue.
II. Investment (n Subsidiaries, Jo i nt ven tures an d Assoc iates I I . Our aud it procedu res inclu ded, but were not l i mited to the following:
The carrying amount of the investments in subsidiaries, Joint Ventures and Associates held at cost less impairment, if any represents a srgnificant portion of the Companys total assets. • Comparing the carrying amount of Investments in the Companys books with the respective subsidiaries, Joint Ventures and Associates audited / unaudited financial statements to identify whether their net as set s ( being an ap proximation of their minim um recoverable amount ) were in excess of their carrying value.
The Company has investments in subsidiaries, Joint Ventures and Associates. These investments are car ri ed at cost les s an y di minution in value of such investments.
The investments are reviewed for impairment at each reporting date by comparing the carrying value of investments in theCompanys books wit h the net a ssets of the relevant subsidiaries, joint ventures and associates balance sheet. • Assess historic profitability of the subsidiaries, joint ventures and associ a te co mpanies
Further, the Companys review includes assessment of the projected cash flows oE the real estate projects in these underlyin g entities, which involve significant estimates and judgment, due to the inherent uncertainty involved in forecasting future cash flows. In addition, considering the materiality oS the investments in subsidiaries, joint ventures and associates vis-a-vis the total assets of the Company, this is considered to Pe significant to our overall audit. • For the Investments where the carrying amount exceeded the Companys share of net assets value, enquired status of projects. Further, the ca rrying amount of investments was compared by projected cash flows and profitability of the project in that respective subsidiaries, joint ventures and associate companies
• Verified adequacy of disclosures in respect of the Investments in subsidiaries, joint ventures and associates.

Other Matter

Attention is further invited to the Statement of Profit and Loss of the Company which includes share of loss from investments in partnership firms / joint ventures aggregating to Rs.326.94 lakh state are based on the financial statements of the firms/joint ventures as fare pared by the management and presented to us on which we have relied.

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

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; Annual Report taut does not include the stand alo n e fina n cial statement s and o u r a uditor s repor t thereo n .

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 the management and those charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit and loss (financial performance including other comprehensive income), changes i n equity and cas h flows of the Co m pany i n accord a nce wit h other a ccount in g principles generally a ccepted in India, including the Ind AS 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and appliaation of appropriate accounting policies; ma king judgmen ts a nd estimates that are reason a bl e a nd prudent; a nd d esign, 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 standalone financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or er ror.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, discloring, as applicable, matters related to going concern and usi ng the goin g 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.

The Board of Directors is also responsible for over seeing 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 standalone 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 Standards on Auditing 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 decisionsot usors taken on the basis of these standalonefinancial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedu re s responsive to those ris ks, an d o btain audit evidence that is su fficient an d a p prop ri a te to provide a bas i s for o ur 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.

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are app ropriate in the circumstances. Under Section 143(3)(i) of the Act, 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.

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

• Conclude on the appropriate n e ss of ma na gements use of the going concern bas is of a ccount i n g and, ba sed o n the a u di t 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 standalone financial statements car, if such pisclosures 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.

• Evaluates the overall presentation, structu re and content of" the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Wecommunicata with those charged with governance regard in g , am o ng other ma tter s, the planned sco pe a nd 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 rel evant ethica l requiremen ts rega rding independence, and to eommunicate with them all aelationahips and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matteos cemmunicated wit h those cha rged wit h governance. we determ i n e those matte rs that were of most s i g nifican ce in the audit of the standalone 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 communioated in our repora because the ad verse cons eq uence s of d oing so would reasonably be expected to outweigh the public 1 nterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 197(16) of the Act, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

2. Asrequired by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

3. Aa required by Section 143( 3 ) of the Act, ba sed on o ur audit we report t ha t:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of o ur audit;

b) 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 Rnancial Statements dealt with by this Report are in agreement with the books of account;

d) Except for the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Ac t;

e) On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31 2020 from being appointed as a di rector in terms of Section 164 (2) of the Act;

f) We have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31st March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report as per Annexure B expressed an unmodified opinion;

g) 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, (as amended) 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 standalone financial statements;

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

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

FO R M.H DALAL & ASSOCIAUES
Firm Registration No.: 112449W
Chartered Accountants
DEVANG DALAL
Partner
Member sh ip No.: 109049
UDIN: 20109049AAAALT5601
Plscea Mumbai
Date: July 30, 2020

ANNEXURE "A" REFERRED TO IN OUR REPORT TO THE MEMBERS OF IHU BTOW N LI M I IT EE D ON T IH EE S TANDALO N IE FI N AN C I A L STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2020;

On the basis of such checks as we considered app ropriate and in terms of the information and explanations given to us, we state that: -

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(b) The Property, Plant and Equipment have been physically verified by the Management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the prog ra mE a por tion of the fixed as sets has been physically verified by the management during the year and no material discrepancies between the book records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the Company.

(ii) The physical verification of inventory has been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of account;

(iii) The Company has granted unsecured loan to three companies covered under the register maintained under Section 189 of the Act;

(a) The terms and condition of the loan are prima facie not prejudicial to the interest of the Company, and

(b) The schedule of repayment of principal and interest, if any, has been stipulated as per terms of the arrangement;

(c) As per the terms and conditions of the arrangement, the amount of the loan is not overdue;

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it;

(v) The Company has not a ccepted any deposits during the year from the public with in the meaning of Sections 73 to 76 of the Act and the Rules framed thereunder to the extent notified; Further, attention is invited to footnote (g) to Note 18.

(vi) Pursuant to tile rules mad e by the Central Government of I ndia, the Company is required to ma i ntaE n cost records as specified under Section 148(1) of the Act. We have broadly reviewed the cost records maintained by the Company in respect of projects and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to deter mine whether they a re a ccurate o r complete;

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of Income Tax, Provident Fund , Profession Tax, Tax Deducted at Source, and Goods and Service Tax, the Company is generally regular in depositing undisputed statutory dues, including, Employees State Insurance, Wealth Tax, duty of customs, duty of excise and other material statutory dues, as applicable, with the appropriate authorities. The extent of arrears of statutory dues outstanding including Interest as at the Balance Sheet date, for a period exceeding six months from the date they became payable are Rs. 523.46 lakhs relating to Income Tax Deducted at Source, Rs. 522.34 lakhs relating to Value Added Tax, Rs. 615.90 lakhs relating to Service Tax and Rs. 9.42 lakhs relating to Goods and Service Tax.

(b) According to the icforcatioc and explanati ons given to us and the records of the Company examined by us, the particulars of dues of Income Tax, Value Added Tax and Service Tax as at the Balance Sheet date which have not been deposited on account of a dispute, are as follows:

Statute and nature of dues Financial Year Amount (Rs. in lakhs) Forum where dispute is pending
Inco me Tax Act, 1961
Income Tax 2003-04 17.48 Mumbai High Court
I ncome Tax 2004-05 21.3 1 Mum ba i High Co u rt
Income Tax 2005-06 20.92 Mumbai High Court
Income Tax 2011- 12 74.88 Commissioner of Income Tax (Appeal)
Maharashtra Value Added Tax Act, 2002
Maharashtra Value Added Tax Service Tax (Finance Act, 1994) 2006-07 1.64 Joint Commissioner of Sales Tax (Appeals)
Service Tax 2011-12 481.60 Commissioner of Service Tax
Service Tax 2012-13 451.00 Commissioner of Service Tax
Service Tax 2013-14 520.83 Commissioner of Service Tax
Servich Tax 2014-15 727.52 Com mE ssl oner of Ser vi ce Tax (Appeals)

(viii) On the basis of the records examined by us and the information and expIanations given to us, the Company has delayed in repayment of dues to banks, financial institution and debentures holders. Attention is invited to footnote (f) to Note 18-Non-Current Borrowings, with regards to banks, footnote (f) to Note 18 - Current Borrowings, with regards to financial institution and footnote (b) to Note 19 with regards to debentures, for the amounts and period of delays in payment of principle and interest thereon;

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

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the in formation an d expl a nations g iven to us, we h ave neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

(xi) Based upon the audit procedures performed a nd the information an d explanations given by the ma nag ement, the 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 Companies Act, 2013;

(xii) As the Company is not a Nidhi company, the provisions of clause 3(xii) of the Order are not applicable to the Company;

(xiii) The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactionshave been disclosed in the standalone financial statements as required by the applicable accounting standards;

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provision of clause 3 (xi v) of the Order are n ot applica ble to the Company;

(xv) Based upon the audit procedures performed and the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company;

(xvi) The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of thr Ord e r a re not ap p l i cable to the Com pa ny.

FOR M.H DALAL & ASSOCIATES
Firm Registration No.: 112449W
Chartered Accountants
DEVANG DALAL
Partner
Membership No.: 109049
UDIN: 20109049AAAALT5601
Place: Mumbai
Date:July 30,2h20

ANNEXURE B TO THE I ND EP E ND E N T AUDITORS R EP O R T OF E V E N DATE TO THE M EM BE RS OF HUBTOWN LIMITED ON THE STANDALONE FINANCIAL STATEMENTS

Independent Auditors Report on the Internal Financial ControIs under CIause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act).

We have audited the internal financial controls over financial reporting of Hubtown 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 Inte rn al F i nancial Con trols

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria establishfd by the Co m pany co n sider in g the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting 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 the 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 Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guida nce Note on Audit of Internal Financial Controls Over Financial Repor ting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing 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 withethical requirements and plan and perform the audit to obtain reaoonable assurance about whether adequate internal financial controls over financial repor ting was establis h ed and mainta in ed and if such controls operated effectively in all material respects.

Our audit involves performing proced u res to obtain audit evidence about the adequacy of the internal financial cont rols system o ver financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed ris ks. The p roced ures sel ected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Wefelievf that the audit evidence we have obtained is sufficient and a ppropriate to provide a basis for our a udit o pinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportins and the preparatios of financial statemests forexternal purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting 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 authorizations of management and directors of the co m pany; an d

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys 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 financial reporting, 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 coftrols over financial reEorting to ffturo periods are subCect to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting we reoperating effectively as at March 31, 2020, based on the internal controIs over financial reporting 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 issued by the Institute of Chartered Accountants of India.

FO R M.H DALAL & ASSOCIATES
Firm Registration No.: 112449W
Chartered Accountants
DEVANG DALAL
Partner
Membership No.: 109049
UDIN: 20109049AAAALT5601
Place: Mumbai
Date: July 30, 2020