NRB Bearings Ltd Directors Report.

To the Members of NRB Bearings Limited

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the accompanying standalone financial statements of NRB Bearings Limited (the Company), which comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the 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 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 including Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act, of the state of affairs of the Company as at 31 March 2020, and its profit (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing 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 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 (ICAI) 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.

Emphasis of Matters

4. Impact of COVID-19

We draw attention to Note 48 of the accompanying standalone financial statements, which describes the uncertainties relating to the COVID-19 pandemic outbreak and managements evaluation of the impact on the standalone financial statements of the Company as at the balance sheet date. The impact of these uncertainties on the Companys operations is significantly dependent on future developments. Our opinion is not modified in respect of this matter.

5. Non-compliance with laws and regulations

We draw attention to Note 11(a) to the accompanying standalone financial statements, which indicates delay in receipts of foreign currency receivables amounting to Rs. 3,171 lakhs as at 31 March 2020 beyond the timelines stipulated vide FED Master Direction No.16/2015-16, under the Foreign Exchange Management Act, 1999. The management of the Company is in the process of recovering the outstanding dues and regularizing these defaults by filing necessary applications with the appropriate authority for condonation of such delays. The management is of the view that the fines/penalties if any, that may be levied pursuant to delay, are currently unascertainable but would not be material and accordingly, the accompanying standalone financial statements do not include any consequential adjustments that may arise due to such delay / default. Our opinion is not modified in respect of this matter.

Key Audit Matter

6. 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.

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

Key audit matter How our audit addressed the key audit matter
Recoverability of investment, trade receivables, loans / advances given to /recoverable from subsidiary company Our audit procedures in relation to assessing the recoverable value of investments included but were not limited to, the following:
Refer Notes 5(a), 5(a)(2), 11, 14, 16 and 43(a) in the standalone financial statements.
• Obtained an understanding of managements processes and controls for determining the recoverable value of investments;
The Company, as at 31 March 2020, has investments in NRB Bearings (Thailand) Limited, (wholly owned subsidiary) amounting to Rs. 2,413 lakhs, loans outstanding (including interest receivable) amounting to Rs. 1,741 lakhs, trade receivables amounting to Rs. 1,243 lakhs, advances recoverable amounting to Rs. 107 lakhs and has given guarantee amounting to Rs. 2,528 lakhs, which is engaged in business of manufacturing and trading of bearings. Such investment in the aforesaid subsidiary is accounted for at cost in accordance with Ind AS 27, Separate Financial Statements. The Company assesses the recoverable amount of the investment when impairment indicators exist by comparing the fair value (less costs of disposal) and carrying amount of the investment as on the reporting date. Loans / Guarantee given to, advances and trade receivables due from the wholly owned subsidiary is accounted for in accordance with Ind AS 109, Financial Instruments. Refer Note 1.1 for the relevant accounting policy for such balances outstanding as at 31 March 2020.
• Assessed the design of and tested the operating effectiveness of the key controls around fair valuation;
• Assessed the professional competence, objectivity and capabilities of the valuation specialist engaged by the management;
• Assessed the appropriateness of the valuation methodology used to arrive at the recoverable value of the investments using auditors valuation specialist;
• Evaluated the reasonableness of the assumptions used in cash flow projections such as growth rate, gross margins, discount rates, etc., based on historical results, current developments including the possible impact of COVID 19 and future plans estimated by the management using expertise of our valuation specialist on required parameters;
During the year ended 31 March 2020, NRB Bearings (Thailand) Limited has reported a profit of Rs. 104 lakhs (THB 5 million) but as at that date, its accumulated losses aggregating Rs. 2,775 lakhs (THB 120 million), have significantly eroded its capital.
• Assessed cash flow forecasts to ensure consistency with current operations of the Company, reconciled the cash flow projections to the business plans approved by the Companys board of directors and reviewed the sensitivity analysis performed by the management on aforesaid key assumptions and performed further independent sensitivity analysis to determine impact of estimation uncertainty on the valuation;
As at 31 March 2020, management has assessed that the recoverable value of its investment in the subsidiary, determined using Discounted Cash Flow valuation model is higher than the carrying value of the investment in NRB Bearings (Thailand) Limited. However, there is a risk that the investment in NRB Bearings (Thailand) Limited may be impaired if the projections used in computation of recoverable amount method are not met. The Managements assessment of recoverable amount requires estimation and judgement around the key assumptions underpinning managements assessment including, but not limited to, projections of future cash flows, growth rates and future market and economic conditions. Such assumptions have been affected by the COVID-19 pandemic in the current year adding to the complexity in estimation involved.
• Tested the mathematical accuracy of the cash flow projections and fair valuation computation; and
• Evaluated the appropriateness and adequacy of the related disclosures made in the standalone financial statements in accordance with the applicable accounting standards.
Considering the materiality of the amount involved, and significant management judgement required for valuation, the recoverability of aforesaid balances as at 31 March 2020 has been determined to be a key audit matter in the current year audit.

Information other than the Standalone Financial Statements and Auditors Report thereon

8. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Corporate Governance Report, but does not include the standalone financial statements and our auditors report thereon, which we obtained prior to the date of this auditors report, and the Annual Report, which is expected to be made available to us after that date.

Our opinion on the standalone financial statements does not cover the other information and we do not and will 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 identified above and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors report, 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.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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

9. The accompanying standalone financial statements have been approved by the Companys Board of Directors. 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 financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted 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 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

10. 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.

11. Those Board of Directors are also responsible for overseeing the Companys financial reporting process. Auditors Responsibilities for the Audit of the Standalone Financial Statements

12. 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 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 decisions of users taken on the basis of these financial statements.

13. 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 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

14. 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.

15. 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.

16. 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

17. As required by Section 197(16) of the Act, based on our audit, 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.

18. As required 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.

19. Further to our comments in Annexure A, as required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;

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 financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) the matters described in paragraph 4 and 5 under the Emphasis of Matters section, 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 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act;

g) we have also audited the internal financial controls with reference to standalone financial statements of the Company as on 31 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; and

h) 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: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 as at 31 March 2020;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2020;

iii. following is the instance of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

Unpaid dividend for Financial Year 2011-2012 amounting to Rs. 3 lakhs; and

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants

Firms Registration No.: 001076N/N500013

Adi P. Sethna

Partner

Membership No.: 108840 UDINo.: 20108840AAAACG5574

Place: Mumbai Date: 28 June 2020

Annexure A to the Independent Auditors Report of even date to the members of NRB Bearings Limited, on the standalone financial statements for the year ended 31 March 2020

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) The Company has a program of verification of its property, plant and equipment to cover all the items once every three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, all property, plant and equipment were physically verified by the Management during the year ended 31 March 2018. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head Property, plant and equipment) are held in the name of the Company except for the following properties which were transferred as a result of acquisition of company and amalgamation of companies as stated in Note 2 to the standalone financial statements respectively, wherein the title deed is in the name of the erstwhile companies.

Nature of property Total Number of Cases Whether leasehold /freehold Gross block as on 31 March 2020 Net block on 31 March 2020 Remarks
Land at Waluj 1 Leasehold land 6 lakhs 4 lakhs The lease deed is in the name of NRB Torrington Private Limited, erstwhile Company that was merged with the Company under Section 391 to 394 of the Companies Act, 1956 in terms of the approval of the Honorable High Court.
Land at Hyderabad 1 Freehold land 55 lakhs 55 lakhs The land is in the name of Shahney Steels Press Works Limited that was acquired by the Company under Board for Financial and Industrial Reconstruction (BIFR) order in the financial year 1992-93.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year- end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.

(iii) The Company has granted an unsecured loan to only one party covered in the register maintained under Section 189 of the Act, which is its wholly owned foreign subsidiary; and with respect to the same:

(a) in our opinion, the terms and conditions of the loan granted are not, prima facie, prejudicial to the Companys interest;

(b) the schedule of repayment of principal and interest has been stipulated and repayment of the principal amount and the receipts of interest are regular.

(c) there is no overdue amount in respect of loan granted to the party.

(iv) In our opinion, the Company has complied with the provisions of Section 186 in respect of investments, loans and guarantees. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of provision of security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companys products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including employees state insurance, income-tax, sales-tax, service tax, goods and

service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have been regularly deposited with the appropriate authorities, except for delays in certain amounts of provident fund. Further, the amount of provident fund outstanding at the year-end for a period of more than six months from the date they became payable and which have not been paid till date, are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute Nature of dues Amount (Rs. in lakhs) Period to which the amount relates Due Date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952 Provident fund 5 April 2019 15 May 2019
5 May 2019 15 June 2019
5 June 2019 15 July 2019
5 July 2019 15 August 2019
5 August 2019 15 September 2019

b) The Company did not have any disputes for which dues are outstanding for service tax or duty of customs or duty of excise during the year. The dues outstanding in respect of income-tax, sales-tax, local body tax and value added tax on account of disputes, are as follows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount (Rs. in lakhs) Amount paid under Protest (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
The Income-tax Act, 1961 Income-tax 35 35 A.Y. 2007-08 Commissioner of Income Tax (Appeals)
83 83 A.Y. 2008-09 High Court
16 16 A.Y. 2009-10 Commissioner of Income Tax (Appeals)
2 2 A.Y. 2011-12
414 152 A.Y. 20012-13
96 19 A.Y. 20013-14
15 15 A.Y. 20013-14 Income Tax Appellate Tribunal
The Income-tax Act, 1961 Income-tax 165 40 A.Y. 2014-15 Commissioner of Income Tax (Appeals)
250 107 A.Y. 2015-16
367 44 A.Y. 2016-17
635 412 A.Y. 2017-18
219 - A.Y. 2018-19
273 - A.Y. 2019-20
Name of the statute Nature of dues Amount (Rs. in lakhs) Amount paid under Protest (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
The Bombay Sales Tax Act, 1959 Value Added tax 1 - F.Y. 1996-97 Deputy Commissioner (Appeals)
The Central Sales Tax Act, 1956 Sales tax 3 - F.Y. 1996-97 Deputy Commissioner (Appeals)
5 F.Y. 2012-13 Appellate Deputy Commissioner (Appeals)
8 F.Y. 2012-13 Assistant Commissioner (Commercial Tax)
2 F.Y. 2013-14 Assistant Commissioner (Commercial Tax)
7 - F.Y. 2013-14 Commercial Tax Officer
3 F.Y. 2014-15 Assistant Commissioner (Commercial Tax)
44 - F.Y. 2014-15 Deputy Commissioner (Commercial Tax)
14 - F.Y. 2014-15 Commercial Tax Officer
6 - F.Y. 2015-16 Deputy Commissioner (Commercial Tax)
10 10 F.Y. 2015-16 Joint Commissioner Sales (Appeals)
1 0** F.Y. 2016-17 Senior Joint
1 0** F.Y. 2017-18 Commissioner (Appeals)
The Bombay Local body 72 17 F.Y. 2013-14 Deputy Commissioner
Provincial Municipal Corporation Act 1949, read with tax 36 9 F.Y. 2014-15 of Local Body Tax (Appeals)
8 3 F.Y. 2015-16
Bombay Provincial Municipal Corporation (Local Body Tax) Rules 2010 (as amended)

(*) Including interest

(**) Amount less than Rs. 1 lakh

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or any dues to debenture-holders during the year and has no loans / borrowings payable to any financial institution.

The Company has defaulted in repayment of dues to the government during the year, as detailed below. Also refer footnote (iii) below Note 25 of the accompanying standalone financial statements.

Particulars Period of default Amount of default as on 31 March 2020 (Rs. in lakhs)
Deferred sales tax loan Above 180 days 11

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans availed during the year were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the standalone financial statements etc., as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act. Accordingly, the provisions of clause 3(xv) of the Order are not applicable.

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

For Walker Chandiok & Co LLP

Chartered Accountants

Firms Registration No.: 001076N/N500013

Adi P. Sethna

Partner

Membership No.: 108840

UDINo.: 20108840AAAACG5574

Place: Mumbai

Date: 28 June 2020

Annexure B to the Independent Auditors Report of even date to the members of NRB Bearings Limited on

the standalone financial statements for the year ended 31 March 2020

Annexure B

Independent Auditors Report on the internal financial controls with reference to the standalone financial

statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act1)

1. In conjunction with our audit of the standalone financial statements of NRB Bearings Limited (the Company) as at and for the year ended 31 March 2020, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls 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 (the "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 the Companys 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 for the Audit of the Internal Financial Controls with Reference to Standalone Financial Statements

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 Standards on Auditing issued by the Institute of Chartered Accountants of India (ICAI) prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) 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 were 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 with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes 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 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 with reference to the standalone financial statements.

Meaning of Internal Financial Controls with Reference to Standalone 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 include 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 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, adequate internal financial controls with reference to the standalone financial statements and such controls were operating effectively as at 31 March 2020, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firms Registration No.: 001076N/N500013

Adi P. Sethna

Partner

Membership No.: 108840

UDIN: 20108840AAAACG5574

Place: Mumbai

Date: 28 June 2020