Onelife Capital Advisors Ltd Directors Report.

To the Members of Onelife Capital Advisors Limited

Report on the Audit of the Standalone Financial Statements

This Report is issued in supersession of our earlier report dated May 29, 2019 on the standalone financial statements for the year ended March 31, 2019, to the extent of matter stated in Emphasis of Matters paragraph below.

Opinion

We have audited the accompanying standalone financial statements of Onelife Capital Advisors Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive income / (loss)), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the other auditors on separate financial statements including restated financial statements of subsidiaries which are amalgamated as were audited by the other auditors, 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 Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s 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 standalone 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 ICAI’s 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 a We draw attention to Note No. 42 to the standalone financial statements regarding standalone financial statements for the year ended March 31, 2019 which were earlier approved by the Board of Directors in its meeting held on May 29, 2019 and are now restated by the Company to give effect to the Scheme of Amalgamation. The accompanying standalone financial statements have been prepared by the Company consequent to amalgamation of Onelife Gas Energy & Infrastructure Limited, Goodyield Fertilisers and Pesticides Private Limited, Leadline Software and Trading Private Limited, Onelife Ecopower & Engineering Limited, Goodyield Farming Limited and Purple India Holdings Limited, wholly owned subsidiaries of the Company (collectively referred to as "amalgamated subsidiaries"), with the Company pursuant to the Scheme of Amalgamation, approved by the Honble National Company Law Tribunal, Mumbai Bench vide order dated July 18, 2019 more fully described therein, with an appointed date of April 1, 2018. We also draw attention to Note 43 to the standalone financial statements regarding restatement of financial statements of two subsidiaries Goodyield Fertilisers and Pesticides Private Limited and Goodyield Farming Limited for the year ended March 31, 2019 to give effect to prior period error. We further report that our audit procedures on the subsequent events in so far as those relate to the updation of the standalone financial statements (as amended) are restricted solely to the matters related to the Scheme of Amalgamation and the restatement of financial statement by the aforesaid subsidiaries and no effect has been given for any other events, if any, occurring after May 29, 2019 (being the date on which standalone financial statements were earlier approved by the Board of Directors of the Company and reported upon by us in our report of that date). b The financial statements of wholly owned subsidiaries of the Company for the year ended March 31, 2019 which have now been amalgamated as per the Scheme of Amalgamation approved by order dated July 18, 2019 of NCLT, reflect the total assets, total net assets, total revenue and net cash flows of

Name of the Subsidiary Auditors Report Dated Total Assets Total Net Assets Total Revenues Net Cash Inflow
Onelife Gas Energy & Infrastructure Limited 29-05-2019 6,040.55 5,773.92 2.25 -
Goodyield Fertilisers and Pesticides Private Limited 29-05-2019, on restated - 16.10.2019 3,916.08 148.57 - 34.55
Leadline Software and Trading Private Limited 29-05-2019 4,492.64 560.34 7.72 0.14
Onelife Ecopower & Engineering Limited 29-05-2019 1,771.98 (12.94) - (0.29)
Goodyield Farming Limited 29-05-2019, on restated - 16.10.2019 3,798.81 668.68 - (0.19)
Purple India Holdings Limited 29-05-2019 3,238.60 (24.89) 0.10 (0.09)
Total 23,258.66 7,113.68 10.07 34.12

included in these standalone financial statements, used for the purpose of giving effect of the implementation of Scheme of Amalgamation, prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) audited by the other auditors whose reports for the year ended March 31, 2019 expressed unmodified opinion on the financial statements of the aforesaid subsidiaries which have been furnished to us. Our opinion in so far as it relates to the amounts and disclosures as included in respect of such companies is based solely on the reports of such other auditors.

Our opinion on the standalone financial statements is not modified 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. In addition to the matters described in the Emphasis of Matter section, we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, the description of how our audit addressed the matter is provided in the above context.

Sr. No. Key Audit Matter description How the scope of our audit responded the key audit matter
1 Evaluation of Provision and Contingent Liabilities As at the Balance Sheet date, the Company has significant open litigation and other contingent liabilities as disclosed in Note No. 29. The assessment of the existence of the present legal or constructive obligation, analysis of the probability or possibility of the related payment require the management to make judgement and estimates in relation to the issues of each matter. We have reviewed and held discussions with the management to understand their processes to identify new possible obligations and changes in existing obligations for compliance with the requirements of Ind AS 37 on Provisions, Contingent Liabilities and Contingent Assets.
The management with the help of opinion and advise of its experts have made such judgements and estimates relating to the likelihood of an obligation arising and whether there is a need to recognize a provision or disclose a contingent liability. We have also discussed with the management significant changes from prior periods and obtained a detailed understanding of these items and assumptions applied. We have held regular meetings with the management and key legal personnel responsible for handling legal matters.
In addition, we have reviewed:
Due to the level of judgement relating to recognition, valuation and presentation of provision and contingent liabilities, this is considered to be a key audit matter. • the details of the proceedings before the relevant authorities including communication from the advocates / experts;
• legal advises / opinions obtained by the management, if any, from experts in the field of law on the legal cases;
• status of each of the material matters as on the date of the balance sheet.
We have assessed the appropriateness of provisioning based on assumptions made by the management and presentation of the significant contingent liabilities in the standalone financial statements.
2 Assessment of carrying value of equity investments in subsidiaries As disclosed in Note No. 6 of the standalone financial statements, the Company has investments in various subsidiaries of Rs. 1,925.00 Lakhs. The said investments are carried at cost less allowance for impairment, if any. The Company has also given advances for acquisition of strategic investments / business of Rs. 1,141.40 Lakhs as disclosed in Note No. 7. Our audit procedures included the following:
• We assessed that the methodology used by management to estimate the recoverable value of each investment in subsidiary is consistent with Ind AS.
• We compared of the carrying values of the Company’s investment in subsidiaries with their respective net asset values (based on the respective subsidiaries audited financial statements) and discussions with management about their performance and future outlook.
The Management reviews regularly whether there are any indicators of impairment of the said investments by reference to the requirements under Ind AS 36. • Evaluating the methodologies used by the Company in projections used for valuations, in particular those relating to the cash flows. We also evaluated the business plans incorporated in the projections.
The Management carries out impairment assessment for each investment by:
• Comparing the carrying value of each investment with the net worth of each company based on audited financials.
• Comparing the performance of the investee companies with projections used for valuations and approved business plans. • We read and assessed the presentation and disclosure in the standalone financial statements.
The accounting for investment is a key audit matter as the impairment assessment and determination of the recoverable value involves significant management judgment and assumptions.

Information Other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s 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 standalone financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditors report. Our opinion on the standalone financial statements does not cover the other information and we 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 when it becomes available 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. When we read the annual report, if we conclude that there is a material misstatement therein, we will communicate the matter to those charged with governance.

Managements Responsibility for the Standalone Financial Statements

The Company’s 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, total comprehensive income/(loss), changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act and other accounting principles generally accepted in India. 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 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.

In preparing the standalone financial statements, management and Board of Directors is responsible for assessing the Company’s 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.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditor’s 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 auditor’s 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 financial statements.

As part of an audit in accordance with SAs, 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 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 financial controls 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 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 appropriateness of management’s 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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone 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 auditor’s 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the standalone financial statements of which we are the independent auditors. For the other entities amalgamated with the Company included in the standalone financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in paragraph (b) of the ‘Emphasis of Matters’ paragraph in this audit report.

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

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in paragraph (b) of the ‘Emphasis of Matters’ paragraph above, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

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

2A As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of amalgamated subsidiaries, as noted in the ‘emphasis of matters’ paragraph, 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 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 and records of the Company and in respect of amalgamated subsidiaries the reports of the other auditors.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income/(loss), Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, read with relevant rules issued there under.

e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure ‘B’. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s 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 and based on the consideration of the reports of the other auditors on separate financial statements as also the other financial information of the amalgamated subsidiaries, as noted in the ‘Emphasis of Matters’ paragraph:

i. The Company has disclosed the impact of pending litigations as at March 31, 2019 on its financial position in its standalone financial statements Refer Note No. 29 to the standalone financial statements;

ii. The Company did not have any long term contracts including derivatives contracts for which there were any material foreseeable losses - Refer Note No. 38(a) to the standalone financial statements; and

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

iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended March 31, 2019. B With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No.: - 105049W

S. S. SHAH

Partner

Membership No. 033632

UDIN: 19033632AAAACD8394

Place: - Mumbai

Date : - November 15, 2019

Annexure “A” to the Independent Auditors’ Report

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Onelife Capital Advisors Limited of even date)

i a The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets.

b The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company owns no immovable properties and hence reporting under paragraph 3(i)(c) of the said Order is not applicable.

ii The Company’s nature of operations does not require it to hold inventories. Accordingly, paragraph 3(ii) of the Order is not applicable to the Company.

iii According to information and explanations given to us, the Company has granted unsecured loans to five companies (of which two are subsidiary companies) covered in the register maintained under Section 189 of the Act. The Company has not granted any secured / unsecured loans to firms, LLPs or 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 prima facie, not prejudicial to the Company’s interest.

b The repayment terms are not stipulated as the loans are repayable on demand and the parties are regular in payment of interest, where applicable. There are no 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 Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v According to the information and explanations given to us, the Company has not accepted any deposits during the year from the public within the meaning of sections 73 to 76 of the Act or any other provisions of the Act and the rules framed there under.

vi According to information and explanations given to us, maintenance of cost records as prescribed by the Central Government under sub section (1) of section 148 of the Act is not applicable as the Company has not done any activity prescribed under the said section.

vii (a) According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Goods and Service tax, duty of customs, Cess, and any other material statutory dues, as applicable to it, with the appropriate authorities.

(b) According to information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Goods and Service Tax, duty of Customs, Cess, and other material statutory dues in arrears as at March 31, 2019 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company, the dues of Income tax, Sales tax, Service tax, Goods and Service tax, duty of Customs, duty of Excise, Value added tax, which have not been deposited on account of any dispute, amount involved and the forum where dispute is pending are as under:

Name of the Statute Nature o the Dues Amount Involved * Amount Paid Under Protest Period to which the amount relates Forum where Dispute is pending
Service Tax 163.34 Financial Year 2011-12
Finance Act, 1994 (Service Tax) (Cenvat Credit) 8.58 86.25 Financial Year 2014-15 Central Board of Indirect Taxes & Customs Appellate Tribunal (West Zone Branch), Mumbai.
Service Tax (Penalty) 163.34 Financial Year 2011-12
0.86 Financial Year 2014-15
Income Tax Act, 1961 Income Tax 652.14 - AY 2012-13 Commissioner of Income Tax (Appeals)

* Interest amount at applicable rate is not quantified and not included above.

viii According to the information and explanations given to us and records examined by us as at balance sheet date, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and there are no loans or borrowings from bank or Government and the Company has not issued any debentures.

ix The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

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 According to the information and explanations given to us and based on our examination of the records of the Company, 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.

xii In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the said Order is not applicable to the Company.

xiii According to the information and explanations given to us and based on our examination of the records of the Company, Company’s transactions with its related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable Ind As.

xiv According to information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence, paragraph 3(xiv) of the said Order is not applicable to the Company.

xv According to the information and explanations given to us and based on our examination of the records of the company, the Company has not entered into non-cash transactions for acquisition of assets for consideration other than cash referred to in section 192 of the Act with its directors or persons connected with them. xvi In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No.: - 105049W

S. S. SHAH

Partner

Membership No. 033632

UDIN: 19033632AAAACD8394

Place: - Mumbai

Date : - November 15, 2019

Annexure “B” to the Independent Auditors’ Report

(Referred to in paragraph 2A(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Onelife Capital Advisors Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (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 ONELIFE CAPITAL ADVISORS LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s 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 Control over Financial Reporting issued by the Institute of Chartered Accountants of India. 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 Company’s 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting 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") issued by the Institute of Chartered Accountants of India ("ICAI") and the Standards on Auditing as specified under Section 143 (10) of the Act, to the extent applicable to an audit of internal financial controls. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over 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 risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and evidence obtained by the other auditors of amalgamated subsidiaries in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting 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 company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, 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 the 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 company; (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over 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 controls over financial reporting to future periods are subject 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, to the best of our information and according to the explanations given to us, the Company, in all material respects, an adequate internal financial controls with reference to their financial statements and such internal financial controls were operating effectively as at March 31, 2019, based on the internal controls 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 KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No.: - 105049W

S. S. SHAH

Partner

Membership No. 033632

UDIN: 19033632AAAACD8394

Place: - Mumbai

Date : - November 15, 2019