Mahindra CIE Automotive Ltd Directors Report.

To the Members of Mahindra CIE Automotive Limited

Report on the audit of the Standalone Indian Accounting Standards (Ind AS) financial statements

Opinion

1. We have audited the accompanying standalone Ind AS financial statements of Mahindra CIE Automotive Limited ("the Company"), which comprise the balance sheet as at December 31, 2020, the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 accounting principles generally accepted in India, of the state of affairs of the Company as at December 31, 2020, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for opinion

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

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, 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 standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters
Assessment of Carrying Value of Equity Investments in Subsidiaries Our audit procedures for assessment of impairment of investments included the following:
(Refer note 4(d) and 8 of the standalone financial statements for the related disclosures) • Obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Companys controls over impairment assessment of its investments in subsidiaries.
• Together with the auditors experts (where necessary):-
The Company has equity investments in subsidiaries aggregating to INR 15,800 million as at December 31, 2020, which are carried at cost (subject to impairment assessment). On an annual basis, the Management evaluates the existence of impairment indicators, such as accumulated losses, to the carrying values of equity investment in its subsidiaries. a) Evaluated the Companys process regarding impairment assessment in assessing the appropriateness of the impairment model including an independent assessment of the underlying assumptions relating to discount rate, terminal value etc.
The processes and methodologies for assessing and determining the recoverable amount of equity investments, involve estimates, assumptions and b) Assessed the carrying value of the investments in subsidiaries, to determine whether the valuations performed by the Company were within an acceptable range and reasonable.
significant management judgement, in particular with reference to forecasts of future cash flows relating to the period covered by the Companys strategic business plan, the terminal value, as well as the longterm growth rates and discount rates applied to such forecasted cash flows. • Evaluated the cash flow forecasts (with underlying economic growth rate) by comparing them to the approved budgets and our understanding of the industrys internal and external factors.
• Checked the mathematical accuracy of the computations and agreed relevant data back to the latest budgets, actual past results and other supporting documents.
The testing for impairment in these investments has been identified as a key audit matter in view of the significance of the amounts involved and as the determination of recoverable value for impairment assessment involves significant management judgement. • Assessed the Companys sensitivity analysis and evaluated whether any reasonably foreseeable change in assumptions could lead to impairment.
• Discussed with the component auditors to develop an understanding of the operating performance and outlook used in their own valuation model and to assess consistency with the assumptions used in the model.
Key audit matters How our audit addressed the key audit matters
• Evaluated the adequacy of the disclosures made in the standalone financial statements.
Based on the above procedures performed, we did not identify any exceptions in the managements assessment in relation to the carrying value of investments in subsidiaries.
Assessment of contingencies, provision for taxes and other litigations and claims Our audit procedures included the following:
(Refer note 4(e), 18 and 30 of the standalone financial statements for the related disclosures) • Understood and evaluated the design and tested the operating effectiveness of controls in respect of assessment of contingencies and provision for taxes and other litigations and claims;
The Company has various legal and tax related claims, in respect of which the Company has recognised a provision of INR 507 million and disclosed contingent liabilities of INR 1,622 million in the standalone financial statements. In respect of the matters relating to contingent liabilities, the Company has filed appeals against the above orders with the appropriate authorities. • Obtained the summary of all legal and tax cases and independently assessed the decisions and rationale for provisions recognised and contingent liabilities disclosed.
• Obtained external legal opinions from the managements experts on specific matters and held discussions with them to corroborate their assessment and engaged our tax experts to examine the tax positions.
• Assessed the adequacy of disclosures in the standalone financial statements.
The assessment of the likely outcome of these matters and the related outflow of resources is an area of significant Management judgement. Management involves legal experts in specific matters where considered necessary. On the basis of the above procedures performed, we considered the managements assessment in respect of contingencies and provision for taxes and other litigations and claims to be reasonable and disclosures to be appropriate.
This has been considered a key audit matter in view of the uncertain outcome of the litigations and involvement of significant management judgement in assessing the probability of outflow of economic resources.
Assessment of Impairment of Goodwill Our audit procedures and assessment of impairment of Goodwill included the following:
(Refer note 4(a) and 6 of the standalone financial statements for the related disclosures) • Obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Companys controls over impairment assessment of Goodwill, determination of Cash Generating Units (CGUs) and other assumptions used by the management.
The aggregate carrying value of the goodwill amounts to INR 10,167 million as at December 31, 2020, arising due to business combinations. The management tests the carrying value of goodwill annually for impairment. • Evaluated whether assessment of CGUs was consistent with our knowledge of the Companys operations.
The Company performed an impairment assessment over the Goodwill by calculating the recoverable value of the Cash Generating Unit (CGU) to which the • Together with the auditors valuation experts (where necessary), we evaluated the Companys processes regarding impairment assessment:
Goodwill belongs using a discounted cash flow model and comparing the same with the carrying value. a) Assessed the appropriateness of the impairment model used by the management to estimate the recoverable value of Goodwill.
b) Assessed the cash flow forecasts (with underlying economic growth rate) by comparing them to the budgets provided by the management and our understanding of the industrys factors.
c) Assessed the underlying assumptions relating to discount rate, earnings growth rate and terminal value etc.
d) Assessed the Companys sensitivity analysis and evaluated whether any reasonably foreseeable change in the underlying assumptions could lead to impairment.
The processes and methodologies for assessing and determining the recoverable amount of Goodwill are based on complex assumptions, that by their nature imply the use of the managements judgement, in particular with reference to identification of CGUs, forecast of future cash flows relating to the period covered by the Companys strategic business plan, terminal value, as well as the long-term growth rates and discount rates applied to such forecasted cash flows. e) Checked the mathematical accuracy of the impairment model and agreed relevant data back to the latest budgets, actual past results achieved by each CGU with the respective years budgets and other supporting documents.
• Assessed the adequacy of disclosures in the standalone financial statements.
The matter has been identified as a key audit matter in view of the significant amounts involved and also considering the judgement required for estimating the cash flows and the complexity of the assumptions used. Based on the above procedures performed, the managements assessment of impairment of goodwill was considered to be reasonable.

Other Information

5. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the financial statements and our auditors report thereon.

Our opinion on the 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.

Responsibilities of management and those charged with governance for the standalone Ind AS financial statements

6. 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 Ind AS 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. In preparing the standalone Ind AS 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 Ind

AS financial statements

8. Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 standalone Ind AS financial statements.

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

• Identify and assess the risks of material misstatement of the standalone Ind AS 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.

• 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 Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements 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 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 standalone Ind AS 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.

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

10. 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.

11. 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.

12. 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

13. 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 Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of 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 the Company so far as it appears from our examination of those books of account.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.

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

(f) With respect to the adequacy of the internal financial controls with reference to standalone Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(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, 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 as at December 31, 2020 on its financial position in its standalone Ind AS financial statements - Refer Note 30 to the standalone Ind AS financial statements;

ii. The Company has long term contracts as at December 31, 2020 for which there were no material foreseeable losses. The Company did not have any derivative contracts as at December 31, 2020.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended December 31, 2020.

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended December 31, 2020.

15. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Jeetendra Mirchandani
Partner
Place: Pune Membership Number: 48125
Date: February 19, 2021 UDIN: 21048125AAAABC4992

Annexure A to Independent Auditors Report

Referred to in paragraph 14(f) of the Independent Auditors Report of even date to the members of Mahindra CIE Automotive Limited on the standalone Ind AS financial statements for the year ended December 31, 2020

Report on the Internal Financial Controls with reference to Standalone Ind AS financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to standalone Ind AS financial statements of Mahindra CIE Automotive Limited ("the Company") as of December 31, 2020 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

2. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control 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 (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 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

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. 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.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system 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 internal financial controls with reference to financial statements, 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 financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls with reference to Standalone Ind AS financial statements

6. A companys internal financial controls 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 controls 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 Standalone Ind AS financial statements

7. 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 controls 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.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at December 31, 2020, based on the internal control 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.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Jeetendra Mirchandani
Partner
Place: Pune Membership Number: 48125
Date: February 19, 2021 UDIN: 21048125AAAABC4992

Annexure B to Independent Auditors Report

Referred to in paragraph 13 of the Independent Auditors Report of even date to the members of Mahindra CIE Automotive Limited on the standalone Ind AS financial statements as of and for the year ended December 31, 2020

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 5 to the financial statements, are held in the name of the Company, except for: in million

Nature of the Property Total Number of cases Gross Block as at December 31, 2020 Net Block as at December 31, 2020
Freehold Land 5 619 619
Leasehold Land 2 128 118
Building 8 1,194 918

These properties are in the name of Bill Forge Private Limited, Mahindra Gears and Transmissions Private Limited and Mahindra Ugine Steel Company Limited. These properties have vested into the Company pursuant to amalgamations of these entities with the Company. The Company is in the process of getting these properties transferred in its name.

ii. The physical verification of inventory excluding stocks with third parties have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has granted unsecured loans, to one company covered in the register maintained under Section 189 of the Act. There are no firms /LLPs/ other parties covered in the register maintained under Section 189 of the Act.

a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the Companys interest.

b) In respect of the aforesaid loans, no schedule for repayment of principal and payment of interest has been stipulated by the Company. Therefore, in absence of stipulation of repayment terms we do not make any comment on the regularity of repayment of principal and payment of interest.

c) In respect of the aforesaid loans, in absence of stipulation of repayment terms we do not make any comment on the amount which is overdue for more than ninety days.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 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 accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, 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 determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees state insurance and income tax though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including duty of customs, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.

Further, for the period March 1, 2020 to March 31, 2020 and May 1, 2020 to May 31, 2020, the Company has paid Goods and Service Tax and filed GSTR-3B after the due date but within the timelines allowed by Central Board of Indirect Taxes and Customs (Ministry of Finance) under the Notification Numbers 31/2020, 32/2020 and 36/2020 dated April 3, 2020 on fulfilment of conditions specified therein"

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, duty of customs and excise duty, as at December 31, 2020 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (?) in Million Amount paid under protest Period to which the amount relates Forum where the dispute is pending
Income Tax Act, 1961 Income Tax 158* 55* 2004-05 to 2017-18 CIT (Appeals) to ITAT
Central Excise Act, 1944 Excise Duty 114 4 1999-00 to June 17 Commissioner of Central Excise (Appeals) to The Customs, Excise and Service Tax Appellate Tribunal
Finance Act, 1994 Service Tax 67 1 2005-06 to November15 The Customs, Excise and Service Tax Appellate Tribunal
Sales Tax Laws Sales Tax 93 4 1995-96 to 2016-17 Joint Commissioner (Appeals) to Central Sales Tax Appellate Tribunal.
Customs Act, 1962 Custom Duty 2 - 2013-14 Commissioner of Customs

* Amount is net of refund adjusted for AY 2008-09 to AY 2013-14 amounting to INR 135 million.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are 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 practices in India, and according to the information and explanations given to us, we have 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. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. Also refer paragraph 15 of our main audit report.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it; 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 such related party transactions have been disclosed in the financial statements as required under, Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. 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. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Jeetendra Mirchandani
Partner
Place: Pune Membership Number: 48125
Date: February 19, 2021 UDIN: 21048125AAAABC4992