Ajel Ltd Directors Report.

To

The Members of M/s AJEL LIMITED, Mumbai.

Report on the Financial Statements:

We have audited the accompanying financial statements of M/s AJELLIMITED ("the Company"), Mumbai which comprise of the Balance Sheet as at 31st March, 2019, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements:

The Companys Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Ind AS Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows 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, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of 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.

Auditors Responsibility:

Our responsibility is to express an opinion on these Ind AS Standalone 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 provision of the Act and the Rules thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the Companys 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 entitys internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, 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 on the Ind AS Standalone financial statements.

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

Qualified Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 except in the case of qualifications as mentioned in the Point No. 2.01 & 2.02 as mentioned below:

• in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2019;

• in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

• in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

In respect of written off of un-reconciled balances representing the following heads:

Sl. No. Account Head Amount Rs.
1 Sundry Debtors 69,14,580.39
2 Sundry Creditors (92,944.63)
3 TDS Receivable 7,31,516.00
4 Service Tax Receivable 12,34,956.00
5 Provisions (36,25,266.00)

The total of which amounting to Rs.51,62,842/- which were pending due from previous years where no documentation/information is available with the management of the company except an oral reply stating them as un-reconciled and long standing balances.

In respect of partial write back of investments amounting to Rs.33,46,595/- (Market Value as on 31.03.2019 Rs.57,19,754/-) which were written off in the books of accounts during the Financial Year 2000-2001 as ‘Investments written off for a value of Rs.58,39,367/-, though the company holds the title of such investments:

• we are unable to find any explanations/information as to why these investments have been written off during the said financial year;

• the value of investments written back is as per the managements estimation basis without any substantial evidence;

The company does not have any explanation/information as to the residuary value of the Investments (the difference between actual amount written off during the financial year 2000-2001 and the amount written back in the books of accounts). However, as explained by management, they are in the process of getting information. Had all the investments written off during the FY 2000-2001 been written back the profit would have been increased by Rs.24,92,772/-.

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 (1) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 purposes of our audit except to the extent as mentioned in Point No. 2.01 & 2.02 as mentioned above.

b. in our opinion, proper books of account as required by law above have been kept by the Company except in respect of Point No. 2.01 & 2.02 as mentioned above, so far as it appears from our examination of those books.

c. the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the aforesaid standalone Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015 as amended;

e. on the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of sub-section (2) of section 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, refer to our separate Report in "Annexure B".

g. With reference 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 explanation given to us:

i. The Company does not have any pending litigations which would impact its financial position in its financial statements.

ii. The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

For RAMESH ATHASNIYA & CO

Chartered Accountants,

CA. RAMESH ATHASNIYA

Partner.

M. No. 204976

Firm Registration No. 007480S

UDIN: 19204976AAAAAZ4099

Dated : 14th August, 2019

Place : Hyderabad.

ANNEXURE A TO THE AUDITORS REPORT

(Referred to in Paragraph (3) of our Report of even date to the members of M/s AJEL LIMITED

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

(b) The fixed assets have been verified by the management during the year. An amount of Rs.3,06,160/- representing the assets discarded has been written off to the Profit & Loss Account (Refer Note No. 2.33 in Notes to Accounts). Further, an amount of Rs.5,18,400/- representing the Intangible Asset (Software) has been written off to the Profit & Loss Account on account of being obsolete. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the company.

2. The company is a service company, primarily rendering consulting and software services. Accordingly, it does not hold any physical inventories. 3. (a) In our opinion and according to the information and explanations given to us, the company has granted loans to One body corporate covered in the register maintained under section 189 of the Act. (b) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments guarantees and security.

5. In our opinion and according to the information and explanations given to us, during the course of our audit, the company has not accepted deposits, as per the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Therefore, the provision of Clause (v) of paragraph 3 of the CARO 2016 is not applicable to the Company.

6.We have been informed that the Central Government has not prescribed for the maintenance of Cost records under Section 148(1) of the Companies Act, 2013 in respect of the activities carried on by the company.

7. According to the information and explanations given to us and on the basis of our examination of books of accounts and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Goods & Services Tax, Duty of Customs, Cess and any other statutory dues with the appropriate authorities except in the case of statutory dues as mentioned in the table given below which are due payable for more than six months from the date on which they become payable.

Sl. No. Name of The Statute Nature of Dues Amount Rs. Period for which the amount relates
1 TDS Statutory 6,68,819 2013-14
2 TDS Statutory 6,90,819 2015-16
3 Provident Fund Statutory 3,96,680 2013-14
4 Provident Fund Statutory 12,047 2014-15
5 ESI Statutory 4,14,867 2013-14
6 Service Tax Statutory 59,65,837 2013-14
7 *Provision for Tax Statutory 22,67,626 -
8 **Other Statutory Dues Statutory 3,11,181 -
Total:- 1,07,27,876

* The year to which the Provision for Tax belongs to is not available in the books to report in detail.

** The breakup of Other Statutory Dues is not available in the books to report in detail. According to the information and explanations given to us, there are no dues of Provident Fund, Employees State Insurance, Central Excise, Sales Tax, Income Tax or any other Statutory Dues not been deposited on account of any dispute except the following:

Sl.No. Assessment Year Against the Order of Amount (Rs)
1 2012-13 Rs. 1,00,97,200/-

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the Banks. The Company has not taken any loan either from financial institutions or from the Government and has not issued any debentures.

9. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not raised moneys by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10. Based upon the audit procedures performed and the information and explanations given by the management, we report that no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year under audit.

11.Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

13. In our opinion, all transactions with related parties are in compliance with Section 177 and 188 of Companies Act 2013 and the details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. 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 as referred to in section 192 of Companies Act, 2013. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company and hence not commented upon. 16. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable to the Company and hence not commented upon.

For RAMESH ATHASNIYA & CO.,

Chartered Accountants,

CA. RAMESH ATHASNIYA,

Partner.

M.No. 204976

Firm Regn No.: 007480S

UDIN: 19204976AAAAAZ4099

Dated : 14th August, 2019

Place : Hyderabad.

"Annexure - B" to the Independent Auditors Report of even date on the Standalone Financial Statements of M/s AJEL LIMITED

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 M/s AJEL LIMITED ("the Company") as of March 31, 2019 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 management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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 was established and maintained and if such controls operated effectively in all material respects.

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

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

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 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 March 31, 2019, except in the case of Point No. 2.01 & 2.02 as mentioned in Qualified Opinion para of our Audit Report 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 RAMESH ATHASNIYA & COMPANY,

Chartered Accountants,

CA. RAMESH ATHASNIYA

Partner. M.No. 204976

Firm Reg No.007480S

UDIN: 19204976AAAAAZ4099

Place : Hyderabad

Date : 14th August, 2019.