Ortel Communications Ltd Auditor Reports

TO

THE MEMBERS OF

ORTEL COMMUNICATIONS LIMITED (UNDER CIRP)

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

DISCLAIMER OF OPINION

We were engaged to audit the accompanying Standalone Financial Statements of Ortel Communications Limited ("the Company") which comprise the Balance Sheet as at 31st March, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended and a Summary of Significant Accounting Policies and Other Explanatory Information.

We do not express an Opinion on the accompanying Standalone Financial Statements of the Company in view of the significance of the matters described in the Basis for Disclaimer of Opinion Section of our Report. We have not been able to obtain sufficient appropriate audit evidence to provide a basis for an Audit Opinion on these Standalone Financial Statements.

Basis for Disclaimer of Opinion

a) As explained by Management, the Company recognises Revenue on 2nd of every month in advance as a consistent practice. Subsequently, at the end of the month, management reviews situation for cases where the Company could not provide its services towards disruption of services/deficient provision of services to its subscribers and issue Credit Notes for such amounts. Such Credits Notes are duly booked and charged to Standalone Statement of Profit and Loss. Accordingly, there would be no corresponding Cash Inflows for such Credit Notes issued by the Company. Hence Revenue from Operations of Rs. 6,797.07 Lac as reported in Statement of Audited Standalone Profit and Loss during the Financial Year 2020-21 is on Gross Basis(Previous Year-Rs.8,716.97 Lac). However, Revenue from Operations net-off Credit Notes Rs.805.47 Lac (Previous Year- Rs.1,744.73 Lac) as reported, stands Rs.5,991.60 Lac(Previous Year-Rs.6,972.24 Lac). During the course of Audit, we observe that documentation, review mechanism and approval procedure for Credit Notes are unstructured and needs substantial improvement.

b) As mentioned in Note No.53 to the Standalone Financial Statements, no Impairment Assessment of Property, Plant and Equipment, Capital Work-in-Progress, Goodwill and Stores of & Spares in carrying values of these Assets as at 31st March, 2021, has been made by the Company. Therefore, we are unable to comment on the consequential impairment, if any, that is required to be made in the carrying value of Property, Plant and Equipment, Capital Work-in-Progress, Goodwill and Stores & Spares. Hence we are unable comment on the carrying value of Property, Plant and Equipments as shown in Standalone Financial Statements as at 31st March, 2021.

In notes to accounts 39, the Company has covered and assessed risks towards market, currency, interest rate and credit. However, considering the nature of Companys business, the Company has not carried out and assessed any technology risks so far, which as per our view is the backbone of the Companys business and extremely critical in a competitive market. As per our view, technology risk is significant considering regular disruption of Companys services to its subscribers and issuing of credit notes thereafter, which is negatively impacting the cash flow of the Company. During the last three financial years, the Company has issued credit notes for disruption of service-data for which are as follows.

Finanscial Year	Credit Notes Issued (Rs.Crores)	Gross Revenue from Operations (Rs. Cro res)	% of Credit Notes / Gross Revenue from Operations
2018-1 9	68.45	110.56	62%
2019-20	17.45	87.17	20%
2020-21	8.06	67.97	12%

Though the amount of credit notes is on a decreasing trend, we still consider technology as a major risk for the Company. We have also noted that the Companys Information Technology system for maintaining books of accounts and generating management information system was developed in-house with the help of third party vendors in the year 2000 and no further technological up- gradation was made subsequently. During the course of our audit, we noted that access restriction on IT system is not reviewed regularly in a structured way-leading to unauthorised access by several past employees.As per our view, this is also a major risk area for which the Company should have a back- up plan and readiness in case of any disruption.

a) In respect of Companys Borrowings from Banks and Financial Institutions(including NBFCs) aggregating to Rs.16,644.37 Lac and Bank Balances (Current Accounts and Term Deposits) aggregating to Rs.363.54 Lac, independent Balance Confirmations as at 31st March, 2021 have not been received.

b) We have been informed by the Resolution Professional that certain information including the Minutes of Meetings of the Committee of Creditors is confidential in nature and cannot be shared with anyone other than the Committee of Creditors and NCLT. Accordingly, it is not practicable to comment on the possible Financial Effects on the Standalone Financial Statements, including on presentation, reporting and disclosures, if any, that may have arisen if we had been provided access to those information.

c) As a part of Corporate Insolvency Resolution Process (CIRP), Creditors were called upon to submit their claims. Till the date of our signing of the Standalone Financial Statements, claims submitted by Creditors have not been reconciled with the books of accounts of the Company. Pending such reconciliation and final outcome of the CIRP, no accounting impact in the books of accounts has been made in respect of excess, short or non-receipts of claims for operational and Financial Creditors. Hence, it is not practicable to quantify the Financial Impact of the same, if any, on the Standalone Financial Statements, (refer Note No. 52 to the Standalone Financial Statements).

d) The Company has given Advances for Supplies/Services and the amount outstanding there as at 31st March, 2021 was Rs.1,944.32 Lac. However, we have been unable to obtain sufficient appropriate audit evidence regarding certain aspects of the aforesaid Advances viz. Ageing analysis and the basis on which the same will be adjusted in subsequent period. Hence, we are unable to comment on the aforesaid advances and it is not practicable to quantify the financial effects of the same, if any, on the Standalone Financial Statements.

e) As at 31st March, 2021, the Company is having Liabilities against "Creditors for Capital Goods" and "Liability for Operating Expenses" amounting to Rs.6,781.60 Lac and Rs. 4,470.05 Lac respectively. However, we have been unable to obtain sufficient appropriate audit evidence regarding certain aspects of the aforesaid Liabilities viz. Aging analysis and the basis on which the aforesaid Liabilities will be settled subsequently. Hence, we are unable to comment on the Balances appearing under the aforesaid Liabilities and it is not practicable to quantify the Financial Effects of the same, if any, on the Standalone Financial Statements.

f) The Company is having a Non-Current Investment of Rs.211.28 Lac in Equity Shares of Odisha Television Limited, an Unquoted Company, as at 31st March, 2021. Original investment made by the Company was Rs.32,50,000(3,25,000 Equity Shares of Rs.10/- each). In the absence of the Fair Valuation of the said investments at 31st March, 2021, we are unable to comment on the carrying value of such investment as at 31st March, 2021 in Standalone Financial Statements and related re-measurement gain/loss, if any, on the said investment.

g) As a business strategy, upon acquisition of LCOs in the past, the Company paid excess of fair value to such LCOs and treated such amount as goodwill and disclosed Rs.244.35 lacs in Balance Sheet as at 31st March, 2019. (PY: Rs.109.16 lacs). However, the business case along with approved documentation and calculation of value of goodwill so created could not be submitted to us. Before transitioning to Ind-AS, the Company did not amortize the value of such goodwill neither it did any impairment assessment of such goodwill. In the absence of any documentation, clarification in notes to accounts by management, we are not in a position to comment on the fairness, justification and value of goodwill of Rs.244.35 Lacs appearing in Balance Sheet as at 31st March, 2021 for acquisition of LCOs in the past.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significant in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole and in forming of our Opinion. We have nothing to report in this regard.

Material Uncertainty Related to Going Concern

We draw attention to Note No.54 to the Standalone Financial Statements which indicates that due to the events or conditions as mentioned in the said Note, material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern and, therefore, it may be unable to realize its assets and discharge its liabilities in the normal course of business. However, the Standalone Financial Statements have been prepared on a going concern basis.

However, we have the following observations with regard to Companys operation:

i. Gradual reduction in Gross Revenue from Operations. The Companys Gross Revenue from Operations for Q1, Q2, Q3 and Q4 during the financial year 2020-21are Rs. 18.18 Cr, Rs. 18.79 Cr,Rs. 16.32 Cr and Rs. 14.68 Cr respectively;

ii. Companys current technology leads to regular disruption of services leading to dissatisfied customers, erosion of existing customer base, non-payment by customers and finally churning out to competitors;

iii. Continued cash losses - mismatch between monthly cash collection and payouts and related credit risks specially from retail customers which are more than 60 days old;

iv. Too much dependency on third party collectors with limited controls; delay in depositing collection money by third party collectors;

v. Not having formal contracts with agents and payment of agency commission for generating new business without contracts in place;

vi. Absence of documented Risk & Control Matrix (RCM) framework for significant and key processes and not having effective and structured governance mechanism for identification of frauds, irregularities and control lapses;

In view of the above, we are unable to comment on the going concern concept adopted by the Company in preparing its financial statements for financial year 2020-21.

The service of the CEO and CFO will be terminated on 1st March, 2025 and 31st October, 2021 respectively, if not extended as informed by the Company.

Responsibilities of the Management and those charged with Governance for the Standalone Financial Statements

The Honble National Company Law Tribunal (NCLT), New Delhi Branch, admitted a petition for initiation of CIRP u/s 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) filed by one of the Operational Creditor of the Company vide Order dated 27th November, 2018 and appointed an Interim Resolution Professional (IRP) to manage the affairs of the Company in accordance with the provisions of Indian Bankruptcy Code, 2016(IBC ). The Committee of Creditors (CoC) in its meeting held on 7th January, 2019 passed a Resolution proposing to replace the Interim Resolution Professional(IRP) and appoint a Resolution Professional (RP) which was confirmed by National Company Law Tribunal((NCLT) vide its Order dated 1st February, 2019. In view of pendency of the CIRP and in view of suspension of powers of Board of Directors and explained to us, the power of adoption of the Standalone Financial Statements of the Company for the year ended 31st March, 2021 vests with the Resolution Professional (refer Note No.1 to the Standalone Financial Statements).

The Companys Resolution Professional is responsible for the matters stated in section 136(5) of the Companies Act, 2013(the Act) with respect to the preparation of these Standalone Financial statements that give a true and fair view of the Financial Position, Financial Performance including Other Comprehensive Income, Change in Equity and Cash Flow of the Company in accordance with Indian Accounting Standard ("IND AS") specified under section 133 of the Act read with Companies(Indian Accounting Standard)Rule,2015, as amended and Other Accounting Principle generally accepted in India.This responsibility also includes maintenance of adequate Accounting Records in accordance with the provisions of theAct, for safeguarding the Assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate Accounting Policies; making judgements and estimates that are responsible and prudent; and design, implementation and maintenance of adequate Internal Financial Controls that were operating effectively for ensuring 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, the Resolution Professional 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 the Resolution Professional either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Resolution Professional is also responsible for overseeing the Companys Financial Process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our responsibility is to conduct an audit of the Companys Standalone Financial Statements in accordance with Standards on Auditing issue by the Institute of Chartered Accountants of India ("ICAI") and to issue an Auditors Report. However, because of the matters described in the Basis of Disclaimer of Opinion Section of our Report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an Audit Opinion on these Standalone Financial Statements.

We are independent of the Company in accordance with the Code of Ethics issued by The Institute of Chartered Accountants of India (ICAI) and provisions of the Act that are relevant to our audit if the Standalone Financial Statements in India under the Act and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics issue by The Institute of Chartered Accountants of India(ICAI) and the requirements under the Act.

Other Matters

In view of the lockdown imposed in India through phased manner due to COVID-19 pandemic and imposition of travel restrictions from April, 2021 till the date of signing of accounts by us, physical verification of books of accounts, documents, other audit evidences and face to face discussion with Management of the Company, in person, could not be carried out by us. We have relied on documents provided to us electronically over mail. We have received the Quarterly Internal Audit Report for the first two quarters of financial year 2020-21 but due to travel restrictions we are unable to verify the observations as given by the Internal Auditors and have relied on such Reports of Internal Auditor. We could not verify physical Cash Balance as on 31st March, 2021 in different locations of the Company and have relied on the Certificate provided by the Management for the Cash Balance of Rs.44.71 Lac(Previous Year: Rs.46.93 Lac).

Report on Other Legal and Regulatory Requirements

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

2) As required by section 143(3) of the Act, we report that:

a) As described in the basis for Disclaimer of Opinion paragraph, we sought but were unable to obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

c) The matters described under the Basis for Disclaimer of Opinion paragraph and Material Uncertainty Related to Going Concern paragraph, as above, in our opinion, may have an adverse effect on the functioning of the Company;

d) As the Company is under CIRP, power of the Directors are temporarily suspended, thus reporting regarding Directors disqualifications under Section 164(2) of the Act is not required.

e) Any qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith is as stated in the Basis for Disclaimer of Opinion paragraph above;

f) With respect to the adequacy of the Internal Financial Controls with reference to the Financial Statements of the Company and the operating effectiveness of such controls, we give our separate Report in "Annexure 2".

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 giving to us :

I. The Company has disclosed the impact of pending litigations on its Financial Position in its Standalone Financial Statements-Refer Note Nos. 38 and 47 to the Standalone Financial Statements;

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

III. There were no amounts which were required to be transfer to the Investor Education and Protection Fund by the Company.

Others: Disclaimer of Opinion

Attention is drawn to Note No. 49 to the Standalone Financial Statements, regarding non-recognition of interest subsequent to insolvency commencement date i.e. 27th November 2018, and also for the Financial Year 2019-20 and 2020-21 on borrowing from Banks and Financial Institutions and on 9% Non-Convertible Redeemable Cumulative Preference Shares, which is not in compliance with the requirements of IND AS-23 on "Borrowing Costs" read with IND AS -109 on "Financial Instruments". Such charges for the Financial Year 2019-20 and 2020-21, has not been computed and disclosed in Notes to Accounts by the Company. Moreover, Rs. 1,067.14 Lac towards interest calculated during the Financial Year 2018-19 which was not considered in Audited Standalone Financial Statements relating to the Financial Year 2018-19, 2019-20 and 2020-21. Had the aforesaid Interest Expenses been recognised, Finance Costs, Total Expenses and Loss for the year would have been higher by the said amount having consequential impact on Other Current Financial Liabilities and Other Equity. In support of non-provision of Finance Costs for the Financial Year 2019-20 and 2020-21, the Company has obtained a Legal Opinion dated 2nd June, 2020, a copy of which has also been submitted to us. However, the Legal Opinion does not provide any specific conclusion for non-provision of "Finance Cost" in Standalone Financial Statements.

Annexure-I: to the Independent Auditors Report

Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements in the Independent Auditors Report of even date to the Members of the Company on the Standalone Financial Statements for the year ended 31st March,2021.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipments.

(b) According to the information and explanations given to us, the Companys Management ("Management") could not arrange to physically verify its Property, Plant & Equipments annually due to COVID-19 pandemic. Such physical verification needs to be conducted during FY 2021-22.

(c) The Title Deeds of Immovable Properties recorded in the books of account of the Company are held in the name of the Company.

(ii) According to the information and explanation given to us, the Inventories have been partially physically verified by the Management during the year due to COVID-19 pandemic. In our opinion, the frequency of verification needs to be improved. As explained to us, there were no material discrepancies on physical verification of Inventories as compared to the book records.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company has not granted any Loans, Secured or Unsecured, to Companies, Firms, Limited Liability Partnerships or Other Parties covered in the register maintained under Section 189 of the Act.

(iv) According to the information and explanations given to us in respect of Loans, Investments, Guarantees and Security, the Company has compiled with the provisions of Sections 185 and 186 of the Act.

(v) According to the information and explanations given to us, the Company has not accepted any Deposits from the Public. Also, refer paragraph (f) under Basis for Disclaimer of Opinion section of our Independent Auditors Report on the Standalone Financial Statements of the Company for the year ended 31st March, 2021, regarding Liabilities against Creditors for Capital Goods and Liability for Operating Expenses.

(vi) The maintenance of Cost Records has been specified by the Central Government under sub section (1) of Section 148 of the Act. We have been informed by the Management that the prescribed Accounts and Records are in the process of being made and maintained.

(vii) According to the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Duty of Customs, Value Added Tax, Profession Tax, Cess and any other material statutory dues (except as mentioned herein below) have generally been regularly deposited with the Appropriate Authorities.

According to the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed Provident fund, Employees State Insurance, Income Tax, Services Tax, Goods and Services Tax and Entertainment Tax have not been regularly deposited with the Appropriate Authorities and there have been significant delays in depositing the same in a large number of cases.

According to the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed Service Tax, Goods and Services Tax, Income Tax and Entertainment Tax, which were outstanding as on the last day of the Financial Year for a period of more than six months from the date they became payable, are as follows:

Name of the Statute	Nature of dues	Amount (Rs.l n Lac)	Period to which the amount relates
Finance Act, 1994	Services Tax	31.83	October 2016 to June 20 17
The Central Gocods and Services Tax Act, 2017	Central Goods and Services Tax	220.79	July 2017 to August 20 18
The Odisha Goods and Services Tax Act, 2017	State Goods and Services Tax	992.20	July 2017 to August 2018
The Andhra Pradesh Goods and Services Tax Act, 2017	State Goods and Services Tax	231.48	July 2017 to August 2018
The T elangana Goods and Services T ax Act, 2017	State Goods and Services Tax	106.19	July 2017 to August 2018
The Chhattisgarh Goods and Services Tax Act, 2017	State Goods and Services Tax	76.94	July 2017 to August 2018
Income Tax Act, 1961	Tax Deducted at Source	343.92	April 2018 to Au gust2 018
The Orissa Entertainment Tax Act, 1946	EntertainmentTax	0.12	April 2017 to June 20 17
Andhra Pradesh Entertainment Tax Act, 1939	Entertainment Tax	13. 38	April 2017 to June 20 17
Chhattisgarh Entertainments Duty and Advertisement Tax Act, 1936	EntertainmentTax	17. 76	April 2017 to June 20 17
The Madhya Pradesh Entertainments Duty and Advertisement Tax Act, 1936	Entertainment Tax	1.71	April 2017 to June 2017

According to the information and explanation given to us, the dues as at 31st March, 2021 of IncomeTax, Sales Tax, Service Tax, Custom Duty, Excise Duty, VAT and GST, which have not been deposited on account of any dispute, are as follows:

Name of the Statute	Nature of Dues	Amoun t (Rs. In Lac)	Period to which the amount relates (Financial yea r)	Forum where dispute is pendi ng
Income Tax Act, 1961	Tax and Interest thereon for non-deduction of Tax at Source	175.15*	2005-06, 2006-07, 2008-09, 2010-1 1.	Commissioner of Income Tax (Appeals), Bhubaneswar
Finance Act, 1994	Service Tax and Interest thereon	241.97	2006-07, 2007-08, 2009-10.	Commissioner, GST & Central Excise, Bhubaneswar
Finance Act, 1994	Service Tax and Interest thereon	1,179.29**	2010-11,2014-15	Customs, Excise, Service Tax Appellate Tribunal, Kolkata
Finance Act, 1994	Service Tax and Interest thereon	13.00	2013-14	Addl. Commissioner (Audit) of Central Excise, Customs & Service Tax, Bhubaneswar
Finance Act, 1994	Service Tax	338.06	2015-16	Commissioner, GST & Central Excise, Bhubaneswar
Finance Act, 1994	Service Tax	21.10***	2012-13, 2013-14	Commissioner (Appeals) GST & Central Excise and Customs
Finance Act, 1994	Service Tax	13.00	2013-14	Commissioner (Appeals) GST & Central Excise and Customs
The Orissa Entry Tax Act 2003	Entry Tax	1.00	2000-01	Honble High Court of Orissa , Cuttack
The Orissa Entry Tax, 2003	Entry Tax	25.25	2011-12	Commercial Tax Department Odisha
The Orissa Entertainment Tax Act , 2006	Entertainment Tax	69.75	2006-07	Commercial Tax Department Odisha

*Rs. 60.06 Lac has been deposited under protest in this regard.

"Rs. 44.22 Lac has been deposited under protest in this regard.

***Rs. 0.54 Lac has been deposited under protest in this regard.

(viii) The Company is under CIRP and hence repayment of all the Loans from Banks and FIs is on hold.

Name of the Lenders	Amount of aggregate default during the year ended 31st March, 2018 (Rs. In Lac)	Period of Default
Banks:
Karnataka Bank Limited	275.40	10 to 264 days
UCO Bank	390.00	1 to 275 days
Union Bank	140.00	1 to 275 days

Annexure-II: to the Independent Auditors Report

[Referred to in Paragraph (2)h under Report on Other Legal and Regulatory Requirements in our Independent Auditors Report of even date, to the Members of the Company on the Standalone Financial Statements for the year ended 31st March, 2021]

Report on the Internal Financial Controls with reference to Financial Statements 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 the Company as of 31st March, 2021 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Resolution Professional is responsible for establishing and maintaining Internal Financial Controls, based on the Internal Control with reference to Financial Statements criteria established by the Company, considering the essential components of Internal Control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate Internal Financial Controls, that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting Records and the timely preparation of reliable Financial Information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys Internal Financial Controls with reference to Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of Internal Financial Controls, 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 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 with reference to Financial Statements and their Operating Effectiveness. Our audit of Internal Financial Controls with reference to Financial Statements included obtaining in 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Qualified Audit Opinion on the Companys Internal Financial Controls with reference to Financial Statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A Companys Internal Financial Control with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of Financial Reporting and the preparation of Financial Statements for external purposes in accordance with Generally Accepted Accounting Principles.

A Companys Internal Financial Control with reference to Financial Statements includes those Policies and Procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with Generally Accepted Accounting Principles and that Receipts and Expenditures of the Company are being made only in accordance with authorisations of Management and Directors/Resolution Professional of the Company; and

(3) provide reasonable assurance regarding prevention of timely detection of unauthorised acquisition, use or disposition of the Companys Assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the Inherent Limitations of Internal Financial Controls with reference to Financial Statements, including the possibility of collusion or Improper Management override of controls, material misstatements due to error or fraud may occur and not to 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.

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the Operating Effectiveness of the Companys Internal Financial Control with reference to Financial Statements as at 31st March, 2021:

a) Deficiencies in maintenance of documentation/records including non-availability of relevant documents/information records pertaining to issuance of Credit Notes [fully described in paragraph(a) under Basis for Disclaimer of Opinion Section of our Independent Auditors Report on the Standalone Financial Statements of the Company for the year ended 31st March, 2021];

b) Deficiencies in documentation in relation to Borrowings [fully described in paragraphs(c) and (e) under Basis for Disclaimer of Opinion section of our Independent Auditors Report on the Standalone Financial Statements of the Company for the year ended 31st March, 2021];

c) Ageing Analysis etc. Pertaining to Advances given for Supplies/Services[fully described in paragraph (f) under Basis for Disclaimer of Opinion section of our Independent Auditors Report on the Standalone Financial Statements of the Company for the year ended 31st March,2021];

d) Ageing Analysis etc. Pertaining to Liabilities against Creditors for Capital Goods and Liability for Operating Expenses [fully described in paragraph (g) under Basis for Disclaimer of Opinion section of our Independent Auditors Report on the Standalone Financial Statements of the Company for the year ended 31st March, 2021];

e) Omission to get Impairment Assessment done in respect of certain Tangible and Intangible Assets and in obtaining Fair Valuation of a Non-Current Investment, [fully described in paragraphs (b) and (h) respectively, under Basis for Disclaimer of Opinion section of our Independent Auditors Report on the Standalone Financial Statements of the Company for the year ended 31st March, 2021];

f) Considering the nature of Companys business involving multiple operating locations and the risks involved, during our course of audit, we have not come across any Risk & Control Matrix, identifying major risks impacting on Standalone Financial Statements of the Company and building an appropriate control framework to combat such risks. Hence, we are unable to comment on the accuracy and fairness of the numbers reported and disclosures made in Financial Statements.

A Material Weakness is a deficiency, or a combination of deficiencies, in Internal Financial Controls with reference to Financial Statements, such that there is a reasonable possibility that a material misstatement of the Companys Annual or Interim Financial Statements will not be prevented or detected on a timely basis.

In our Opinion, the Company has, in all material respects, maintained adequate Internal Financial controls with reference to Financial Statements as of 31st March, 2021, based on the internal control with reference to Financial Statements criteria established by the Company considering the essential components of Internal Control stated in the Guidance Note issued by the ICAI, an except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Companys Internal Financial Controls with reference to Financial Statements were operating effectively as of 31st March, 2021.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our Audit of the Standalone Financial Statements of the Company for the year ended 31st March, 2021, and these material weaknesses have affected our opinion on the Standalone Financial Statements and we have issued a Disclaimer of Opinion on the Standalone Financial Statements of the Company.