birla cotsyn india ltd Auditors report


To the Members of Birla Cotsyn (India) Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of BIRLA COTSYN (INDIA) LIMITED ("the Company") which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone Ind AS financial statements").

Managements Responsibility for the Standalone Ind AS Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs, profit/loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the Standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the Standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone Ind AS financial statements.

Basis for Qualified Opinion

1. With reference to note no.15C regarding Inter Corporate Deposits of Rs. 156,496,666/- taken from various parties as at 31st March, 2018 in the absence of third party confirmation, reconciliation, if any and other supportive audit evidence, we are unable to comment upon such balances.

Further, few such parties have already filed winding up petition under section 271 and 272 of the Companies Act,

2013 ("the Act") against the Company for non-payment of dues. These matters are sub-judice and the impact, if any, of the outcome is unascertainable of this stage.

2. No provision has been made during the year for interest payable of Rs. 18,352,675/- on Inter-Corporate and other Deposits taken by the Company. Consequently the loss for the period is lower by Rs. 18,352,675/- and other current liabilities is understated by Rs. 18,352,675/- as at 31st March, 2018. Including un-provided interest of earlier periods, Inter-Corporate Loans is understated by Rs. 65,288,274/-.

3. With reference to the dues to related parties note no. 15(B)(b) regarding dues to related parties of Rs. 16,348,686/-and note no.16(A)(a) trade payables of Rs. 141,801,102/- as at 31st March, 2018, in the absence of third party confirmation, reconciliation, if any and other supportive audit evidence, we are unable to comment upon such balances.

4. No provision has been made in the current year for interest payable of Rs. 2,712,511/- on loans taken from related parties by the Company and no provision has been made for interest receivable of Rs. 33,443,960/- on loans given to related parties by the Company. Consequently the loss for the year is higher by Rs. 30,731,449/-, Other Current Liabilities (Note No 17) is understated by Rs. 2,712,511/- and Other Non-Current Assets (Note 5) is understated by Rs. 33,443,960/-. Including unprovided interest of earlier periods, Other Current Liabilities (Note No 17) is understated by Rs. 12,657,293/- and Other Non-Current Assets (Note 5) is understated by Rs. 104,935,836/-.

5. With reference to Fixed Deposits accepted by the Company, the Company has defaulted in the repayment of depositors. The dues of such depositors as on 31st March, 2018 is Rs. 6,200,650. The Honble Company Law Board, Mumbai Bench passed an order dated 27th January, 2016 for rescheduling the repayment of the deposits for a specified period under section 58A(9) read with section 74(2) of the Companies Act, 2013. However the company has not repaid the deposits in compliance with the said order passed by the Honble Company Law Board.

6. With reference to note no. 4(c)(ii) regarding loan of Rs. 361,908,831/- given to four related parties, which have incurred losses and also have negative net worth (excluding Revaluation Reserves) as at 31st March 2017. In the absence of latest audited accounts and detailed information of cash flows as at 31 March, 2018 or other supportive audit evidence, we are unable to comment upon its impairment, if any.

7. With reference to note no. 2 regarding Plant &Machinery of Rs. 381,162,161/-(net block) situated at factory units of the company which are not operating during the year, in the absence of future cash flow information about the value in use, we are unable to comment upon its impairment provision, if any as per IND AS- 36 "Impairment of Assets".

8. With reference to loan given to Foreign subsidiary, the Company has not restated the same at exchange rate prevailing on the last day of the reported period as required by IND-AS 21 " The effect of changes in Foreign Exchange Rates". As a result, the loan to foreign subsidiary for the period is understated by Rs. 36,069,096/- and correspondingly Foreign Currency Translation Reserve for the period is also understated by Rs. 36,069,096/-.

9. With reference to capital advance of Rs. 2,315,279/- as at 31st March, 2018 given to various parties, in the absence of third party confirmation, reconciliation, if any and other supportive audit evidence, we are unable to comment upon its recoverability in cash or kind, if any.

10. With reference to trade receivables of Rs. 1,691,278/- as at 31st March, 2018 in the absence of third party confirmation, reconciliation, if any and other supportive audit evidence, we are unable to comment upon its balance recoverability, if any.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above and read with points mentioned in Emphasis of Matter paragraph, the aforesaid financial statements give the information required by 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 31st March, 2018, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

1. We draw attention to the Note no. 12(e) in the financial Statements. The company has incurred net loss of Rs. 889,433,660/- during the year ended 31st March, 2018 and as of that date, the Companys accumulated losses aggregate to Rs. 5,999,922,597/- resulting in complete erosion of its net worth. Further, as of that date, companys current liabilities exceeded its current assets by Rs. 5,994,811,639/-. These factors along with other matters as set forth in said note raise substantial doubt about the companys ability to continue as a going concern in the foreseeable future. However, the companys financial statement has been prepared on going concern basis as disclosed by management in said note. Our opinion is not qualified in respect of this matter.

2. We draw attention to Note no. 17A and 17B regarding notice issued by consortium of banks under section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002 for non-payment of principal and interest thereon after the due date by the company and therefore all loans accounts became Non Performing Assets effective from respective dates mentioned in such notice. We are informed that the company has challenged the notice and the Banks action of taking symbolic possession of the properties of the company under section 13(4) of the SARFAESI Act by filing a Securitisation Application in the Debts Recovery Tribunal, Mumbai, which is pending. The consortium of banks has also filed an Original

Application in the Debts Recovery Tribunal, Mumbai, which is pending. The matters are sub-judice. These factors along-with other matters as set forth in said notice raise substantial doubt about the companys ability to continue as a going concern in the foreseeable future. However, the companys financial statements have been prepared on going concern basis as disclosed by management in said note. Our opinion is not qualified in respect of this matter

3. Term Loans and Cash Credit facility of Axis Bank have been assigned to Edelweiss Asset Reconstruction Company Ltd. by the bank vide agreement dated 20.03.2017. Subsequent to the date of the Balance Sheet, Edelweiss Asset

Reconstruction Company Ltd. has filed application before the National Company Law Tribunal, Mumbai Bench dated 04.04.2018 u/s 7 of The Insolvency and Bankruptcy Code 2016 ("the Code") for the purpose of initiating corporate insolvency resolution process against the Company vide application No. C.P. (IB) No. 579 of 2018. We are informed that the Company is exploring various legal options available to it under the Code. These factors along-with other matters as set forth in said notice raise substantial doubt about the companys ability to continue as a going concern in the foreseeable future. However, the companys financialstatements have been prepared on going concern basis as disclosed by management in said note. Our opinion is not qualified in respect of this matter.

Other Matters

The company had given loan to four related parties in earlier years and the amount outstanding as at 31st March, 2018 Rs. 404,098,111/- (including interest till 31st March, 2018) which is not in compliance with the requirements of section 185 of the Companies Act, 2013.

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 A", a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. 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 except for the matter described in the Basis for Qualified Opinion Paragraph.

(b) In our opinion, proper books of accounts 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, Statement of Profit and Loss (including other Comprehensive Income), the statement of changes in Equity and statement of Cash Flow dealt with by this Report are in agreement with the books of accounts.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act

(e) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph, and read with points mentioned in Emphasis of Matter paragraph, in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the directors as on 31st March, 2018 taken on the record by the Board of Directors, none of the director is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate audit report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

(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, 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 standalone Ind AS financial statements- Refer Note 26 to the standalone Ind AS financial statements;

II. The Company does not have any long term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses does not arise

III. During the year, the Company has transferred Rs..1,303,901/- of unclaimed dividend to Investor Education and Protection Fund. Other than this, there was no amount of unclaimed dividend required to be transferred to Investor Education and Protection Fund during the current year.

IV. The disclosure regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made since the requirement does not pertain to financial year ended 31 March 2018.

For Samria & Co.

Chartered Accountants

Firm Registration No: 109043W

(AdharSamria) Partner

M.No. 049174

Dated: 23rd May, 2018

ANNEXURE TO INDEPENDENT AUDITORS REPORT

With reference to the Annexure A referred to in the Independent Auditors Report to the members of the Company on the Standalone Ind AS Financial Statements for the year ended 31st March 2018, we report the following :

1 Fixed Assets:

1.1 The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

1.2 The fixed assets are physically verified during the year by the Management in accordance with a regular program of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification by the management between the book and physical verification records.

1.3 According to the information and explanations given to us and on the basis of our examination of the record of the company, the title deeds of immovable properties are held in the name of the company.

2 Inventories:

2.1 According to the information and explanations given to us and on the basis of our examination of the records of the company, inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable and no major discrepancies were noticed on physical verification.

3 Loans Granted:

3.1 According to information and explanations given to us the Company has not granted any loans during the year, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

3.2 According to the information and explanations given to us the Company does not have any loan or interest receivable from parties covered in the register maintained under section 189 of the Companies Act, 2013. In the earlier years the Company had granted loans to four body corporate who were covered in the register maintained under section 189 in those years and which are still outstanding as at 31st March, 2018. In case of such loans since there are no terms for repayment of interest we cannot comment upon the regularity of the same. The terms of arrangements do not stipulate any repayment schedule of principal and interest amount and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

3.3 The terms of arrangements do not stipulate any repayment schedule of principal and interest amount and the loans are repayable on demand. Accordingly, paragraph 3(iii)(c) of the Order is not applicable to the Company in respect amount of principal and interest overdue.

4 Loans and Investments:

4.1 According to the information and explanations given to us and based on the audit procedures conducted by us, during the year, the Company has not granted any loans, investments, guarantees or security covered under section 185 or section 186 of the Companies Act, 2013.

4.2 The Company has granted loans to bodies corporate in the earlier year which as on the date of this balance sheet are in excess of the limit specified under section 186. No special resolution has been passed in the General Meeting for the same.

4.3 The Company has granted interest free loan to its 100% subsidiary in the earlier years which is receivable at the end of the current financial year. No special resolution has been passed in the General Meeting for the same.

4.4 In respect of loans of Rs. 361,908,831/- given to four companies and outstanding as on 31st March, 2018, the terms of the loan provide for payment of interest at a rate higher than prescribed under section 186. However, none of the companies to whom the loans have been given have paid interest to the Company and the Company has not made any provision for interest receivable from such loans in its books of accounts.

5 Deposit from Public:

The Company has defaulted in the repayment of depositors. The dues of such depositors as on 31st March, 2018 is Rs. 6,200,250. The Honble Company Law Board, Mumbai Bench passed an order dated 27th January, 2016 for rescheduling the repayment of the deposits for a specified period under section 58A(9) read with section 74(2) of the Companies Act, 2013. However the company has not repaid the deposits in compliance with the said order passed by the Honble Company Law Board.

6 Maintenance of Cost Records:

6.1 We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7 Remittance of Statutory Dues:

7.1 According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, VAT, Goods and Services Tax (GST), Cess and other statutory dues have been regularly deposited with the appropriate authorities except in case of TDS as given in para 7.2 below.

7.2 According to the information and explanation given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, wealth tax, service tax, sales tax, custom duty, excise duty, Goods and Services Tax (GST), Cess and other undisputed statutory dues were outstanding at the end, for the period of more than six month from the date they became payable, except as stated below

Name of the Statute Nature of Dues Amount (Rs.) Period to which the Amount relates Due Date Date of Payment Remark (if Any)
Income Tax Dividend Distribution tax 20,165,737 2009-10 04-10-2012 Not Paid -
Income Tax TDS on Interest 2,068,460 2012-13 01-04-2012 to 31-12-2012 Not Paid -
Income Tax TDS on FD Interest 276,279 2014-15 01-04-2014 to 30-09-2014 Not Paid -

7.3 According to the information and explanations given to us and as per the records of the Company examined by us, there are no dues outstanding of sales tax, custom duty, service tax, excise duty Goods and Services Tax (GST) and cess, which have not been deposited on account of any dispute. However, according to information and explanations given to us, the following dues of income tax have not been deposited by the Company on account of dispute

Name of the Statue Nature of Dues Amount in (Rs..) Period to which the amount relates Forum where dispute is pending
Income Tax Act,1961 Income tax and interest 273,281 Assessment Year 2009-2010 CIT (Appeals)
Income Tax Act,1961 Income tax and interest 143,466,369 Assessment Year 2011-2012 CIT (Appeals)
Income Tax Act,1961 Income tax and interest 34,661,725 Assessment Year 2012-2013 CIT (Appeals)
Income Tax Act,1961 Income tax and interest 14,204,631 Assessment Year 2013-2014 CIT (Appeals)

8 Dues to Bank and Financial Institutions

8.1 In our opinion, and according to the information and explanation given to us, the Company has defaulted in repayment of dues to financial institutions and banks for principal amount of Rs. 2,332,304,243/- and interest amounting of Rs. 3,269,145,627/- since May 2012. The Company has received notice issued by consortium of banks under section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 for non-payment of principal and interest thereon after the due date by the Company and therefore all loans accounts became Non Performing Assets effective from respective dates mentioned in such notice. We are informed that the company has challenged the notice and the Banks action of taking symbolic possession of the properties of the company under section 13(4) of the SARFAESI Act by filing a Securitisation Application in the Debts Recovery Tribunal, Mumbai, which is pending.The consortium of banks has also filed an Original Application in the Debts Recovery Tribunal, Mumbai, which is pending.The matters are sub-judice. Lender wise detail is provided in respect of default made to bank and financial institutions & Government.

Particulars Amount of Default as at the Balance sheet date (incl. Interest) Period of Default
Union Bank of India (Term Loan) 299,665,678 September, 2012
Union Bank of India (Cash Credit) 262,469,601 December,2012
Axis Bank (Term Loan) 186,796,708 September, 2012
Axis Bank (Cash Credit) 126,195,629 December,2012
Bank of India (Term Loan) 386,897,875 September, 2012
Bank of India (Cash Credit) 1,189,536,217 September, 2012
Indian Overseas Bank (Term Loan) 492,476,821 June, 2012
Indian Overseas Bank (Cash Credit) 368,067,170 October, 2012
Oriental Bank of Commerce (Term Loan) 194,248,591 September, 2012
Canara Bank (Term Loan) 246,820,904 June, 2012
Canara Bank (Cash Credit) 279,317,903 September, 2012
State Bank of India (Term Loan) 216,893,722 February, 2013
Catholic Syrian Bank (Term Loan) 13,58,61,457 September, 2012
Catholic Syrian Bank (Cash Credit) 385,509,870 December, 2012
Jankalyan Sahakari Bank (Term Loan) 49,454,703 May, 2012
Bank of India-Housing Complex (Term Loan) 130,315,462 September, 2012
Karur Vysya Bank (Cash Credit) 650,921,558 June, 2012

9 Application of term loans/public issue/ follow on offer:

9.1 The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

10 Frauds

10.1 According to the information and explanations give to us and based on our examination of the records of the Company, we have neither come across any instance of fraud on or by the Company, noticed or reported during the period, nor have been informed of any such case by the management.

11 Managerial Remuneration:

11.1 According to the information and explanations give 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.

12 Nidhi Company:

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

13 Related Party Transaction:

13.1 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 and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14 Preferential Allotment/private placement:

14.1 During the year, the Company has made preferential allotment of 17,935,296 /-Equity Shares at par value of Re.1/- per share to Melstar Information Technologies Limited on 24th November, 2017 aggregating to Rs. 17,935,296/- by conversion of their loan outstanding including interest payable thereon.

15 Non Cash Transaction:

15.1 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 him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16 Registration under RBI:

16.1 The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For Samria & Co.

Chartered Accountants

Firm Registration No: 109043W

(AdharSamria)

Partner M.No. 049174

Place: Mumbai

Dated: 23rd May, 2018

Annexure B to the Auditors Report

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act)

We have audited the internal financial controls over financial reporting of BIRLA COTSYN (INDIA) LIMITED ("the Company") as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

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 the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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.

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 (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 authorizations of the Management and directors of the Company; and (3) 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.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, 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 2018, 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 Samria & Co.

Chartered Accountants

Firm Registration No: 109043W

(AdharSamria)

Partner M.No. 049174

Dated: 23rd May, 2018