A & M Febcon Ltd Auditors Report.

To The Members,

A & M FEBCON LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of the A & M FEBCON LIMITED which comprise of the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss for the year ended, Cash Flow Statement, Statement of changes in equity for the year ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind As Financial Statements

The Company’s 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance and 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 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 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified u/s 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the Ind AS financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Ind AS financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the Ind AS 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: i. in the case of the balance sheet, of the state of affairs of the Company as at

31st March 2019; ii. in the case of the statement of profit and loss, of the profit for the year ended on that date. iii. in the case of the statement of Cash Flow, for the year ended on that date. iv. in the case of change in Equity, for the year ended on that date.

Other Matter:

The comparative financial information of the Company for the year ended 31st March 2018 and the transition date opening Balance Sheet at 1st April 2017 prepared in accordance with Ind AS included in these Ind AS financial statements have been audited by us and have expressed an unmodified opinion.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 ("the

Order") issued by the Central Government of India in terms of subsection (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 section 143(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c. The Balance Sheet, The Statement of Profit and Loss, The statement of change in equity and The statement of Cash Flow dealt with by this Report are in agreement with the books of account. d. in our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting Standards Specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014; e. on the basis of written representations received from the directors as on 31st March 2019, and taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch 2019, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. f. 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 report in ‘Annexure B’; and 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. II. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. III. The Company is not required to transfer the amount to the Investor

Education and Protection Fund and As per our report of even date

For, Parekh Parekh & Associates

Chartered Accountants

FRN: 132988W

SD/-

CA Sunny P Parekh

Partner

M.No- 131188

Place: Ahmedabad

Date: 30/05/2019

ANNEXURE A TO THE AUDITOR’S REPORT

Referred to in paragraph 1 under the heading Report on other legal and regulatory requirements’ of our report of even date to the financial statements of the Company for the year ended on March 31, 2019

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(a)We are unable to comment whether Company is maintaining proper records showing full particulars, including quantitative Details and situation of fixed assets in absence of documents provided to us and we relied upon management Representation for the same.

(b) These fixed assets have been physically verified by the management at reasonable Intervals; we have further informed that no material discrepancies were noticed on such Verification. We have not verified the same and relied upon Management Representation.

(‘c) Title deeds of all immovable properties are held in the name of company except Industrial Land which the company has taken over from V P Corporation under Slump Sale Agreement on 29.03.2017. The Process of Name transfer is in process.

(i) (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

(b) We are unable to comment whether the company is maintaining proper records of inventory and any material discrepancies in absence of documents provided to us and we relied upon management Representation for the same.

(ii) The company has not granted any loans, secured or unsecured to companies, firms, LLP’s or other Parties covered in the register maintained under section 189 of the Companies Act except those in the nature of contractual obligations.

(iii) The Company has not provided loan, Guarantees and Securities in respect of which the provisions of Section 185 and 186 of the companies act, 2013 are applicable. The company has complied with the provision of section 185 and 186 of companies act 2013 with respect to loan and investment made.

(iv) In our opinion and according to information and management representation given to us it seems that the company has not taken any deposit pursuant to provision of Section 73 to 76 of the Companies act, 2013, though we have not verified any documents for the same and relied upon management representation only. However the company has unsecured loan of Rs. 1,61,68,919/- as on 31st March 2019.

(v) We have broadly reviewed the cost records maintained by the company pursuant to section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have however not made a detailed examination of the cost records whether they are complete or accurate.

(vi) (a) Based on the records produced before us the company is regular in depositing undisputed statutory dues like providend fund, ESIC, income-tax, GST, duty of customs, duty of excise, value added tax, cess, and any other statutory dues except Income Tax of Rs. 157110 for the F.Y. 2014-15.

(b) According to information and explanation given to us there is no dues of providend fund, ESIC, income tax or sales tax or GST or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute.

(vii) The company has not defaulted in repayment of dues to a financial institution or bank. We have been informed that the company has not issued any Debenture during the year.

(viii) According to the informations & explanations given to us term loans in the books of account were used for the purpose it was taken.

(ix) According to the informations & explanations given to us no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

(x) Provisions of section 197 read with Schedule V to the Companies Act, 2013 related to managerial remuneration is applicable to company. The company has not paid managerial remuneration during the year.

(xi) Provisions specified in Nidhi Rules, 2014 are not applicable to company.

(xii) According to the informations & explanations given to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(xiii) According to the informations & explanations given to us the company has not made preferential allotment or private placement of shares or fully or partly convertible debenture during the year under review.

(xiv) According to the informations & explanations given to us the company has not entered into any non-cash transactions with directors or persons connected with him so, the provisions of section 192 of Companies Act, 2013 are not applicable to company.

(xv) Provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to company.

Place: Ahmedabad For, Parekh Parekh & Associates
Date: 30/05/2019 Chartered Accountants
FRN -132988W
SD/-
CA Sunny Parekh
Partner
M.No- 131188
Place: Ahmedabad
Date: 30/05/2019

ANNEXURE B TO THE AUDITOR’S REPORT

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 A & M Febcon Limited (‘the Company’) as of 31 March 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s 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 Company’s 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 Company’s 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 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 Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s 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 company’s 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 company’s 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 31 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.

Place: Ahmedabad For, Parekh Parekh & Associates
Date: 30/05/2019 Chartered Accountants
FRN -132988W
SD/-
CA Sunny Parekh
Partner
M.No- 131188
Place: Ahmedabad
Date: 30/05/2019