Shirpur Gold Refinery Ltd Directors Report.

The Members,

SHIRPUR GOLD REFINERY LIMITED

1. Opinion

We have audited the accompanying standalone financial statements of Shirpur Gold Refinery Limited ("the Company"), which comprise the Balance sheet as at 31st March 2019, the Statement of Profit and Loss (including Other comprehensive income), the statement of changes in equity and the statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31st March 2019, its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

3. Key Audit Matters

Key Audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

Key audit matter Impairment of Assets
Criteria for disclosure as key Assessed the design implementation and operating effectiveness of key controls in respect of the Companys process of recognition of tax expense including deferred taxes.
Audit matter
Present status Audit approach
As per Ind-AS 36- Impairment of Assets, for investments in subsidiary, impairment has to be done when the carrying amount of such investment in the separate financial statement is higher than the carrying amount in the consolidated financial statements of the investees net assets. We performed the following key audit procedures:
We have reviewed assumptions taken for projecting the future cash flows and the basis of criteria for the underlying preparation of these projections. Based on the representations provided to us by the management, no impairment is required for the investments made in the subsidiary as at the end of the financial year. (Refer Note No. 3 of the Standalone Financial Statements).
The Company has long-term investments in a subsidiary aggregating Rs. 337.60 millions as at 31 March 2019. The Company records its long-term investments at cost less any provision for impairment loss. Changes in business environment could have a significant impact on the valuation of these investments. These long-term investments are tested for impairment periodically. If triggers of impairment exist the recoverable amounts of the investment in a subsidiary is adjusted for any impairment loss. The impairment loss is recognised in the statement of profit and loss. Refer note 1 (g) – significant accounting policy for impairment of investments

 

Key audit matter Taxes including provision for current
Criteria for disclosure as key Audit matter Tax and recognition of deferred tax Assessed the design implementation and operating effectiveness of key controls in respect of the Companys process of recognition of tax expense including deferred taxes;
Present status Audit approach
The Company has recorded Rs. 8.35 million of tax expense for the year ended 31 March 2019 and deferred tax upto year end is Rs. 461.31 million. The Company is subject to periodic tax challenges by tax authorities leading to protracted litigations. We performed the following key audit procedures:
As such accounting for taxes involves management judgment in developing estimates of tax exposures and contingencies in order to assess the adequacy of tax provision. Refer note 1(p) – significant accounting policy for income tax. Assessed and challenged the completeness of uncertain tax positions in conjunction with our internal tax specialists by considering changes to business and tax legislation through discussions with management and review of correspondence with authorities where relevant; Assessed and challenged the calculation for the current tax provision and the procedures performed to analyse movements including the rationale for any release increase or continued provision in the year; and
Assessed and challenged managements judgments with respect to probability of outflow arising out of litigation after considering the status of recent tax assessments audits and enquiries, recent judicial pronouncements and judgments in similar matters developments in the tax environment and outcome of past litigations.
Key audit matter Amounts recoverable-claims, receivables, loans & advances given, provision for expected credit losses and related balances
Criteria for disclosure as key Audit matter Assessed the credit period by the Company vis--vis customers, insurance claims status and loans & advances given and managements assessment of realisability of such dues;
Present status Audit approach
Refer note 1(x) for significant accounting policy and note 48 for credit risk disclosers. Our audit procedures to address this key audit matter included, but were not limited to the following:
Trade receivables and other amounts recoverable comprise a significant portion of the current financial assets of the Company. As at 31 March 2019 trade receivables (Refer Note No. 9) aggregate to Rs. 2795.07 millions and other amounts recoverable (Refer Note No. 14) aggregate to  Rs. 262.81 millions. In accordance with 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss for financial assets. The Company has analysed trade receivables, advances etc., considering ageing etc., and has come to the conclusion that there is no credit loss hence no estimation is done on the basis of ageing. a. We discussed with the management about the conditions leading to, and their assessment of recoverability of dues from the parties and also referred to the available communications, if any, between them.
b. We referred to the aging of trade and other receivables and discussed the key balances to establish the managements assessment of recoverability of such dues.
c. We analysed the methodology used by the management and considered the credit and payment history of specific parties to determine the trend used for arriving at the expected credit loss, if any.
Present status Audit approach
Other amount recoverable of  Rs. 262.81 millions include Advances to suppliers of materials Rs. 993.81 millions,  Rs. 24.17 millions for claim lodged with the insurance company (Refer Note No. 52) pending since April 2015 for settlement. On the basis of such workings and negotiations with the insurance company, the Company do not foresee any ECL for provisions to be made for doubtful or bad debts. Estimation of provisions and assessment of recoverability of amounts involves significant degree of judgement and evaluation basis for ongoing communications with the respective parties and is therefore considered as a key audit matter. d. We referred to the terms and conditions, stipulated in the settlement arrangement with respect to amounts recoverable from vendors.
e. We have assessed the adequacy of disclosures made by the management in the financial statements to reflect the expected credit loss provision, advances, loan given, trade and other receivables, related balances, (assets) pending reconciliation and confirmations from parties concerned. The probability of recovery of these loans and advances, both trade and others and receivables and that there will not be default, requires management judgment to ensure discloser of most appropriate values of assets.
Key audit matter Contingent liabilities
Criteria for disclosure as key Audit matter Level of judgment required relating to estimation and presentation of Contingent liabilities;
Present status Audit approach
Refer Note 34 of the standalone financial statements Disputed Direct Taxes Rs. 0.62 Millions. The management is of the opinion that tax cases will be decided in its favor and hence no provision is considered at this stage. Further Corporate Guarantee provided by the Company to its subsidiary and the extension of non-fund based SBLC credit facility as at 31st March 2019 in aggregate is  Rs. ,743.59 Millions( consisting of SBLC limit of   Rs. ,000 Millions and Corporate Guarantee of Rs. 743.59 Millions). The existence and probability of payments against these claims and the probability that the subsidiary will not default payments to Banks requires management judgment to ensure disclosure of most appropriate values of contingent liabilities. Our audit procedures included, among others, assessing the appropriateness of the managements judgment in estimating the contingent liabilities.
We have obtained details of pending cases and demands as at 31 March 2019 from the management. We assessed the completeness of the details of these claims through discussion with senior management personnel. We have also reviewed the outcome of the disputed cases pending at various forums. We have also assessed the appropriateness of presentation of the Corporate Guarantee and extension of the SBLC credit facilities, which are of contingent nature and hence appears in the standalone financial statements, as contingent liabilities

4. Information other than the standalone financial statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the financial statements and our auditors report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

5. Managements Responsibility for the standalone financial statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including total comprehensive income), changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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.

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

6. Auditors Responsibilities for the Audit of the standalone financial statements

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 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 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 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 explaining 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 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.

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 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 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.

7. Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other comprehensive income, 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 financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended;

The Company has paid or provided for any managerial remuneration during the year and such remuneration so paid is in accordance with the provisions of section 197 of the Act.

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:

i. The Company does not have any pending litigations which would impact its financial position except as otherwise stated in Annexure to Independent Auditors Report and Note No. 34 of Notes to financial statements;

ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts;

iii. There has been no amount required to be transferred to the Investor Education and Protection Fund, since the same is not applicable to the Company; 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 financial statements. Hence, reporting under this clause is not applicable.

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

For B S Sharma & Co.

Chartered Accountants

Firm Registration No. : 128249W

CA B S Sharma

Proprietor

Membership No. 031578

Place: Mumbai

Date: 18 May 2019

Annexure "A" to Independent Auditors Report

(Referred to in para 7(1)(f) of the Independent Auditors Report of even date to the members of SHIRPUR GOLD REFINERY LIMITED on the Standalone Financial Statements for the year ended 31 March 2019)

Report on the Internal Financial Controls 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 SHIRPUR GOLD REFINERY LIMITED ("the Company") as at 31st March, 2019 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

1. Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

2. Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was 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 auditors 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 is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

3. Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

4. 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.

5. Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were, , operating effectively as at 31st March, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For B S Sharma & Co.

Chartered Accountants

Firm Registration No. : 128249W

CA B S Sharma

Proprietor

Membership No. 031578

Place: Mumbai

Date: 18 May 2019

Annexure "B" to Independent Auditors Report

(Referred to in para 7(2) of the Independent Auditors Report of even date to the members of SHIRPUR GOLD REFINERY LIMITED on the Standalone Financial statements for the year ended 31st March 2019)

i) Fixed Assets:

a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a regular program of physical verification of its fixed assets, in phased manner designed to cover all the items during the year. In our opinion, this program and periodicity is reasonable having regard to the size of the company and the nature of its assets. In accordance with this program, fixed assets have been physically verified by the Management during the year and as per the information and explanations given, records produced, we observe that no material discrepancies were noticed on such verification.

c) In our opinion and according to information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of freehold immovable property of land and building are held in the name of the Company.

ii) Inventory:

As per the information and explanations given, the inventories have been physically verified by the Management at reasonable intervals during the year. In our opinion the frequency and the procedure of such verification followed by the management is reasonable and adequate in relation to the size of the company and nature of its business. The discrepancies noticed on verification between the physical stocks and the book records were not material and accordingly dealt with in the books of account.

iii) Loans, secured or unsecured granted covered under Section 189 of the Act:

According to the information and explanations given to us, the Company has not granted any secured or unsecured loans to companies, firms, Limited Liability Partnerships or other parties, except to its wholly owned subsidiary, covered in the Register maintained under Section 189 of the Act.

Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

iv) Loan to directors, investment, and guarantees under Sections 185 and 186 of the Act:

In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loan and/or guarantees given and investments made, as applicable. No security has been provided.

v) Public Deposits:

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year in terms of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

vi) Cost Records:

According to information and explanation given to us, the Central Government has not prescribed under sub-section (1) of section 148 the Act, the maintenance of cost records under the Companies (Cost Records and Audit) Rules, 2014 hence paragraph (vi) this clause is not applicable to the Company.

vii) Payment of statutory dues: a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including provident fund, employees state insurance, income-tax, Goods and Service Tax (GST), sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and material statutory dues have generally been regularly deposited during the year with the appropriate authorities.

There are no undisputed amounts payable in respect of the aforesaid dues, which were in arrears as at 31st March, 2019 for a period of more than six months from the date they became payable. b) According to information and explanations given to us and the records of company examined by us, there are no other dues of Income Tax or Sales Tax or Service Tax or Goods and Service Tax (GST) or duty of Customs or duty of Excise or Value added tax which have not been deposited by the Company on account of disputes, except for the following

Disputed Liabilities under Income tax Act 1961:

Nature of Statute Amount Period to which the amount relate (Assessment Year) Forum where dispute is pending
(in Million)
Income Tax Act 1961 0.62 2001 – 02 Income Tax Appellate Tribunal, Mumbai

viii) Default on dues of the financial institutions, banks and government:

In our opinion and according to the information and explanations given to us, and based on the records of the Company, the Company has not defaulted during the year in repayments of loans or borrowings to financial institutions, banks and Government. The Company did not have any outstanding debentures during the year.

ix) Application of term loans and public offers:

According to the information and explanation given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.

x) Frauds:

During the course of our examination of books of accounts 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 on the Company or by the Company, noticed or reported during the year, nor have been informed of such cases by the management.

xi) Managerial remuneration:

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) Nidhi Companies:

According to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under section 406 of the Act. Accordingly, paragraph 3(xii) of the order and the Nidhi Rules, 2014 are not applicable.

xiii) Transactions with related parties:

According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable. The details of such related party transactions have been disclosed at Note No. 51 to the standalone financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

xiv) Preferential allotment or private placement of securities:

According to the 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. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

xv) Non-cash transactions with Directors:

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 with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

xvi) Registration with Reserve Bank of India:

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. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company..

For B S Sharma & Co.

Chartered Accountants

Firm Registration No. : 128249W

CA B S Sharma

Proprietor

Membership No. 031578

Place: Mumbai

Date: 18 May 2019