TO THE MEMBERS OF MAN INFRACONSTRUCTION LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MAN INFRACONSTRUCTION LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2017 and the Statement of Profit & Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (the standalone financial statements).

Managements Responsibility for the Standalone Financial Statements

"The Companys Board of Directors is responsible for the matters stated in sub-section 5 of section 134 of the Companies Act, 2013 (the Act) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under section 133 of the Act, read with the Companies (Indian Accounting Standards) Amendment Rules, 2016 and the relevant provision of the Act.

"this responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

While conducting the 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 underthe provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under subsection 10 of section 143 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 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 financial statements, "The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone 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 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 financial statements.

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

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at March 31, 2017 and its profit (including other comprehensive income), its cash flows and the changes in equity for the yearended on that date.

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 the"Annexure A" a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by sub-section 3 of section 143 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 ofthose books;

(c) The Balance Sheet, Statement of Profit & Loss, the Statement of Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books ofaccount;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified undersection 133 of the Act;

(e) On the basis of the written representations received from the Directors as on March 31, 2017 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2017 from being appointed as a Director in terms ofsub-section 2 ofsection 164 of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we give our separate Report in "Annexure B";

(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 No. 4.02 to the standalone financial statements;

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

iii. "there has been no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company and

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016 and these are in accordance with books of account maintained by the Company - Refer Note 2.11 to the standalone financial statements.

For G. M. KAPADIA & CO.
Chartered Accountants
Firm Registration No. 104767W
ATULSHAH
Mumbai Partner
Dated: May 29, 2017 Membership No. 039569

Annexure A - referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" of our report on even date, to the members of the Company on the standalone financial statements for the year ended March 31, 2017

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Property, Plant and Equipment except for steel shuttering materials for which, as informed to us, considering nature of assets, maintenance of quantitative details is not feasible.

(b) According to the information and explanations given to us, most of the Property, Plant and Equipment of the Company were physically verified by the management during the year except for steel shuttering materials which, as informed to us is not feasible to verify. No material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its Property, Plant and Equipment.

(c) According to the information and explanations given to us and based on verification of records, we report that the title deeds of immovable properties excluding self-constructed properties, held as Property, Plant and Equipment, which includes certain properties mortgaged with lenders who have extended credit facilities to the Company, are held in the name of the Company.

(ii) During the year, the management has physically verified the inventory at reasonable interval. We have been informed that the discrepancies noticed on physical verification, as compared to the book records, were not material having regards to size and nature of operations and have been properly dealt with in the books of account.

(iii) The Company has granted unsecured loans to companies and limited liability partnerships covered in the register maintained undersection 189 of the Act.

(a) In our opinion, the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(b) According to the information and explanations given to us, these loans are for a fixed period with an option with the Company to demand earlier payment and also option with these entities for pre-payments. The repayments and receipts are regular.

(c) There is no amount which is overdue for more than ninety days in respect ofsuch loans.

(iv) Based on audit process applied by us, in our opinion, the Company has complied with the provisions of section 185 and section 186 of the Act, in respect of the loans and investments made, and guarantees and security provided by it.

(v) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of section 73 to section 76 or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

We have been informed that no other order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India oranycourtorany other tribunal.

(vi) We have broadly reviewed the books of account and records maintained by the Company relating to its construction activity, pursuant to the order made by the Central Government for the maintenance of cost records under sub-section 1 of section 148 of the Act, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

(vii) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities applicable undisputed statutory dues such as Provident Fund, Employees State Insurance, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues. There are no arrears as at March 31,2017 which were due for more than six months from the date they became payable.

(b) The details of disputed prescribed statutory dues, that have not been paid by the Company are as under:

Name of the Statute Nature of Dues Forum where dispute is pending Financial Year Amount (?)
TNGSTAct, 1959 Penalty Tamil Nadu Sales Tax Appellate Tribunal, Chennai 2003-04 19.36 lakhs
TNGSTAct, 1959 Penalty Tamil Nadu Sales Tax Appellate Tribunal, Chennai 2004-05 17.52 lakhs
TNGSTAct, 1959 Sales Tax Tamil Nadu Sales Tax Appellate Tribunal, Chennai 2006-07 0.31 lakhs

 

Name of the Statute Nature of Dues Forum where dispute is pending Financial Year Amount (?)
Income Tax Act, 1961 Interest Asst. Commissioner of Income Tax (Fringe Benefits Tax) 2006-07 0.33 lakhs
Income Tax Act, 1961 Interest Asst. Commissioner of Income Tax (Fringe BenefitTax) 2008-09 1.72 lakhs
Income Tax Act, 1961 Tax and Interest Commissioner of Income Tax(Appeals) 2013-14 81.12 lakhs
Finance Act, 1994 Service Tax Customs, Central Excise and Service Tax Appellate Tribunal (CESTAT) 2009-10 80.65 lakhs
Finance Act, 1994 Interest & Penalty Honble High Court ofBombay 2009-10 & 10-11 2,179.16 lakhs
Finance Act, 1994 Interest & Penalty Commissioner of Service Tax (Appeals) 2009-10 to 11-12 7.26 lakhs
Finance Act, 1994 Interest & Penalty Customs, Central Excise and Service Tax Appellate Tribunal (CESTAT) 2011-12 0.73 lakhs
Finance Act, 1994 Service Tax Honble High Court ofBombay 2012-13 to 13-14 6,645.22 lakhs

(viii) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of loans or borrowing to banks, financial institutions, government or dues to debenture holders. There are no debenture holders at any time during the year.

(ix) "The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) nor any term loans during period under audit. Accordingly, provision of this clause of the order is not applicable to the Company.

(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, no instances of material fraud by the Company or on the Company by its officers and employees have been noticed or reported during the year.

(xi) According to the information and explanation provided 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 ofsection 197 read with Schedule V to the Act.

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

(xiii) In respect of transactions with related parties, the Company has complied provisions of section 177 and section 188 of the Act wherever applicable. Necessary disclosures relating to related party transactions have been made in the financial statements as required by the applicable accounting standard.

(xiv) "The Company has not made any preferential allotment or private placement of shares or fully or party convertible debentures during the year.

(xv) "The Company has not entered into non-cash transaction with directors. We have been informed that no such transactions have been entered into with persons connected with directors. Accordingly, para 3(xv) of the Order is not applicable to the Company.

(xvi) "The Company is not required to get registered under45-IA of the Reserve Bank of India Act, 1934.

For G. M. KAPADIA & CO.
Chartered Accountants
Firm Registration No. 104767W
ATULSHAH
Mumbai Partner
Dated: May 29, 2017 Membership No. 039569

Annexure B referred to in paragraph 2(f) under "Report on Other Legal and Regulatory Requirements" of our Independent Auditors report of even date, to the members of Man Infraconstruction Limited (the Company) on the Standalone Indian Accounting Standards Financial Statements for the year ended March 31, 2017

Report on the Internal Financial Controls under clause (i) of subsection 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of the Company as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Board of Directors 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 (the Guidance Note) issued by the Institute of Chartered Accountants of India (ICAI).^ese 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 underthe Act.

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 and the Standards on Auditing specified under sub-section 10 of section 143 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. "ffiose 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.

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 controlssystem 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 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 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 March 31, 2017, 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 issued by the ICAI.

For G. M. KAPADIA & CO.
Chartered Accountants
Firm Registration No. 104767W
ATULSHAH
Mumbai Partner
Dated: May 29, 2017 Membership No. 039569