Titagarh Wagons Ltd Directors Report.

To the Members of Titagarh Wagons Limited

Report on the Audit of Standalone Financial Statements

Opinion

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

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, and total comprehensive income (comprising of loss and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for opinion

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

Emphasis of Matter

4. We draw your attention to

(a) Note 48 to the standalone financial statements, regarding the approval of the Scheme of Amalgamation between the Company and two of its subsidiaries (the ‘Scheme) received from the National Company Law Tribunal vide its Order dated September 30, 2020, with appointed date of April 1, 2019. The figures for the year ended March 31, 2019 have been restated in accordance with the aforesaid Scheme and Indian Accounting Standard 103 – Business Combinations.

Consequently, the figures for the year ended March 31, 2019 and March 31, 2020 include the results of the Company and its two erstwhile subsidiaries. Further, there is a typographical error in the amount of Authorised Share Capital in numeric figures as set out in Clause 17.1 of the Scheme, while the amount of Authorised Share Capital has been correctly recorded in words and the division/classification of revised Authorised Share Capital does not reflect the correct amount. While filing the certified copy of the Order with the Ministry of Corporate Affairs (MCA) on October 2, 2020, the Company has stated the correct amount of Authorised Share Capital therein.

(b) Note 52 to the standalone financial statements which explains the delay in filing of the results for the year ended March 31, 2020 with Stock Exchanges as required by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/ 106 dated June 24, 2020 and consequential penalty thereof till the date of the filing of same as per Circular no. SEBI/HO/CFD/CMD/CIR/P/2018/ 77 dated May 3, 2018.

(c) Note 53 to the standalone financial statements which explains the uncertainties and managements assessment of the financial impact due to lockdown / restrictions related to the Covid-19 pandemic imposed by the Governments, for which definitive assessment of the impact is dependent upon future economic conditions.

Our opinion is not modified in respect of these matters.

Key audit matters

5 . Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
Assessment of carrying value of Investment in subsidiaries Our audit procedures included the following:
(Refer to Note 2.9 - "Investments in Subsidiaries and Joint Venture", Refer Note 2.33 - "Critical Estimates and Judgements - Impairment of Investments in Subsidiaries", Note 4 - "Non-Current Assets - Financial Assets - Investments" and Note 42 - "Fair Values) The Company has investments in equity shares of the subsidiaries whose net carrying value aggregates to Rs 7,483.66 lacs, and such investments are carried at cost, net of impairment losses, if any, in accordance with the accounting policies as stated in the notes referred to above. • Assessed and tested the design and operating effectiveness of the Companys key controls over the assessment of the carrying value of investments.
• Checked on a sample basis, relevant input data used in the impairment assessment back to the latest budgets and also checked the mathematical accuracy of the impairment model.
• Assessed the appropriateness of the methodology used in the impairment model, and the underlying assumptions used such as discount rate, future growth rates and terminal value also considered historical performance vis--vis budgets. In doing this assessment, we have involved auditors experts, as appropriate.
For investments where an indication of impairment exists, the carrying value of investment is assessed for impairment. Impairment assessment requires significant judgements and estimates such as future expected level of operations and related forecast of cash flows, market conditions, discount rates, terminal growth rate etc. • Considered sensitivity on key assumptions to assess the reasonableness of the impairment analysis.
Based on impairment assessment carried out by the management, impairment loss of Rs. 13,508.31 lacs have been provided for during the year ended March 31, 2020 in respect of certain investments. • Evaluated the adequacy of the disclosures made in the standalone financial statements.
Based on the above procedures performed, we noted that the managements assessment in relation to the carrying value of investments in equity shares in subsidiaries is reasonable.
Assessment of the carrying value of investments has been considered as a key audit matter as the amounts are significant to the financial statements and involves significant management judgement and estimates.
Assessment of impairment of Property, Plant and Our audit procedures included the following:
Equipment
(Refer to Note 2.2 - "Property, Plant and Equipment", Refer Note 2.33 - "Critical Estimates and Judgements - Estimation of Expected Useful Lives of Property, Plant and Equipment and Intangible Assets", Note 3.1 - "Property, Plant and Equipment") • Understanding and evaluating the design and operating effectiveness of controls for identification and assessment of any potential impairment, including determining the carrying amount.
Property, plant and equipment represents 39% of total assets on the balance sheet. If these were to be impaired, it would have a significant impact on the reported loss and the balance sheet position of the Company. • Assessed the appropriateness of the methodology used in the impairment model, the input data and underlying assumptions used such as future levels of operations, discount rate etc. and considered historical performance vis--vis budgets. In doing this assessment, we have involved auditors experts, as appropriate.
Impairment assessment requires judgements and estimates towards future results of business including key assumptions like discount rate, growth rate etc. • Checked the mathematical accuracy of the impairment model.
The carrying value of assets is considered to be a key audit matter as the amount involved is significant and judgements inherent in impairment review. • Performed sensitivity analysis and evaluated whether any reasonably possible changes in assumptions could lead to impairment of Property, Plant and Equipment.
• Evaluated the adequacy of the disclosures made in the standalone financial statements. Based on the above procedures performed, we noted that the managements assessment of impairment of property, plant and equipment is reasonable.

Other Information

6. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors 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.

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

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

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

Auditors responsibilities for the audit of the financial statements

9. 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.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

11. 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.

12. 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.

13. 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.

Other Matters

14. In accordance with the Scheme of Amalgamation referred to in Note 48 of the standalone financial statements, the comparative figures for year ended March 31, 2019 have been restated. We have audited the adjustments made by the Management, arising on account of amalgamation to arrive at the restated figures for the year ended March 31, 2019.

Our opinion is not modified in respect of this matter

Report on other legal and regulatory requirements

15. 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.

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

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

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

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

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

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

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

(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements –Refer Note 16 and 36 to the financial statements.

ii. The Company has long-term contracts as at March 31, 2020 for which there were no material foreseeable losses.

The Company did not have any derivative contracts as at March 31, 2020.

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

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

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants
Pramit Agarwal
Partner
Membership Number 099903
UDIN: 20099903AAAALK1503
Place: Gurugram
Date: October 8, 2020

Annexure A to Independent Auditors Report

Referred to in paragraph 16(f) of the Independent Auditors Report of even date to the members of Titagarh Wagons Limited on the standalone financial statements for the year ended March 31, 2020

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

1. We have audited the internal financial controls with reference to financial statements of Titagarh Wagons Limited ("the Company") as of March 31, 2020 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

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

Auditors Responsibility

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls with reference to financial statements

6. A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A companys internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Also refer paragraph 4 of our report.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants
Pramit Agarwal
Partner
Membership Number 099903
UDIN: 20099903AAAALK1503
Place: Gurugram
Date: October 8, 2020

Annexure B to Independent Auditors Report

Referred to in paragraph 15 of the Independent Auditors Report of even date to the members of Titagarh Wagons Limited on the Ind AS financial statements as of and for the year ended March 31, 2020

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

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

(c) The title deeds of immovable properties, as disclosed in Note 3 on property, plant and equipment to the standalone financial statements, are held in the name of the Company, except for the following (details of which are set out in Notes 3(i) (a) to the standalone financial statements) :

No. of cases Particulars Gross Block (Rs. in Lacs) Net Block Remarks (Rs. In Lacs)
2 Freehold Land 14,144.61 14,144.61 Original copy of title deeds/ not available with the Company.
1 Freehold Land 3,391.29 3,391.29 Title deeds are not in the name of the Company
1 Freehold Land 97.96 97.96 Title Deed not found
1 Buildings 117.04 105.12 Title deeds not in the name of the Company

ii. The physical verification of inventory (excluding stocks with third parties) have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts. iii. 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. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as applicable. v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

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

Also refer note 49 to the financial statements regarding managements assessment on certain matters relating to provident fund. Further, for the period March 1, 2020 to March 31, 2020, the company has paid Goods and Service Tax and filed GSTR-3B after the due date i.e on July 7, 2020, allowed by Central Board of Indirect Taxes and Custom under the Notification No. 31/2020 dated April 03, 2020 on fulfilment of conditions specified therein.

The extent of the arrears of statutory dues outstanding as at March 31, 2020, 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. in Lacs) Period to which the amount relates Due date Date of Payment
Employees Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund 8.94 2019 – 2020 April 2019 to September 2019 Not yet paid

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service tax and goods and service tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, duty of customs and duty of excise duty, value added tax as at March 31, 2020 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. in lacs) Period to which the amount relates Forum where the dispute is pending
The Custom Act, Custom Duty 1,222.71 2004-2005 CESTAT
1962 2006-2007
30.63 1992-93 Additional Commissioner Customs
58.8 1986-1987,
1998-1999, Deputy Director of Enforcement
2000-2001
The West Bengal Sales Tax 5.24 2004-2005 West Bengal Taxation Tribunal
Sales Tax Act, Sales Tax 8.99 2016-2017 Additional Commissioner of
1944 Commercial Tax West Bengal
The West Bengal Value Added 1,499.04 2012-2013 to West Bengal Taxation Tribunal
Value Added Tax Tax 2017-2018
Act, 2003 Value Added 17.43 2010-2011 Additional Commissioner of
Tax Commercial Tax West Bengal
The Rajasthan Sales Tax 510.19 1998-99 Deputy Commissioner Appeal
Sales Tax Act 2012-18
154.19 2013-14 Commissioner Appeal
The Orrisa Sales Sales Tax 117.60 1999-2001 High Court
Tax Act
Foreign Trade Terminal Excise 693.20 2008-2010 Directorate General of Foreign Trade
Development and Duty
Regulation Act,
1992
The Central Excise Excise Duty 1,096.42 2007 to 2012 Customs, Excise and Service Tax
Act, 1944 Appellate Tribunal
538.08 2011 to 2016 Additional Commissioner of Central
Excise and Service Tax
72.42 2009 to 2016 Assistant Commissioner of Central
Excise and Service Tax
12,140.53 1995-96 to Commissioner of Central Excise and
2013-14 Service Tax
141.43 2006-07 to Commissioner of Central Excise
2013-14 (Appeal)
329.21 2013 to 2015 Joint Commissioner of Central Excise and Service Tax
20.80 1999-2000 CESTAT
2011-2012
49.51 2017 Additional Commissioner of Central Excise
4.36 2016-17 Assistant Commissioner of Central Excise
126.27 1989-1994 Supreme Court
4.89 2015-2016 Commissioner of Central Excise
(Appeal)
21.56 2014 to 2018 Deputy Commissioner of Central Excise
141.43 2006 to 2014 Commissioner of Central Excise and Service Tax (Appeal)
329.21 2013 to 2015 Joint Commissioner of Central Excise and Service Tax
The Income-Tax Income Tax 279.09 AY-2011-12 CIT (A)
Act, 1961 AY- 2015-16
AY- 2017-18
563.17 AY-2005-06 Income Tax Appellate Tribunal
AY- 2011-12 to
2013-14

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

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of term loans have been applied for the purposes for which they were obtained. The company has not raised any moneys by way of initial public offer and further public offer (including debt instruments).

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

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

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

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

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

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants
Pramit Agarwal
Partner
Membership Number 099903
UDIN: 20099903AAAALK1503
Place: Gurugram
Date: October 8, 2020