B Nanji Enterprises Ltd Auditors Report.

To the Members of

B NANJI ENTERPRISES LTD. CIN: L45201GJ1982PLC005148

Ahmedabad.

Report on the Financial Statement

We have audited the accompanying stand alone financial statements of B Nanji Enterprises Limited (‘the Company), Ahmedabad which comprise the balance sheet as at March 31, 2017 and the statement of profit & loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the 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 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors responsibility

Our responsibility is to express an opinion on these 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 provisions of the Act and Rules made there under.

We conducted our audit in accordance with the Standards on Auditing 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 financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation and fair presentation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the 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, of the state of affairs of the company as at 31st March 2017 and its Profit and its cash flow for the year ended on that date.

Other Matter

Report on other legal and regulatory requirement.

1. As required by the Companies ( Auditors Report) Order, 2016 ( "the Order") issued by the Central Government of India in the terms of sub – sec.(11) of section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in paragraphs 3 & 4 of the Order to the extent applicable.

2. As required by sec. 143(3) of the Companies Act, 2013 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 purpose of our audit.

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

(c) The balance sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report, are in agreement with the books of accounts.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representation received from the directors as on March 31, 2017 and taken on record by the Board of Directors, none of the directors disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls 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. As informed to us by the management, there is no pending such litigation which may effect the financial results at a large.

ii. The company has made provisions as required under the applicable laws or accounting standards for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There were no amount which are required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

FOR ATUL DALAL & CO.
CHARTERED ACCOUNTANTS
FIRM REG. NO. 100760W
AHMEDABAD ATUL J. DALAL
May 30, 2017 PROPRIETOR
MEM. NO. 14665

Annexure A to Independent Auditors Report

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

b) The Company has regular program of physical verification of its fixed assets by which fixed assets are verified in a phase manner over a period of year. In accordance with this verification, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) As the company has no immovable property as Fixed Assets, information required under this para is not applicable.

(ii). The inventory includes Land including Banakhat rights in Land, Completed Building, Construction work in progress and development material. Physical verification of these inventories have been conducted at the year end by the management. However, any discrepancy noticed on such verification, they have been recorded in the books of accounts.

Company has given contract for construction work including labour and material and hence no stock of materials is required to be maintained. Regarding other materials the same is treated as directly consumed as and when purchased. Hence the company is not required to maintain any stock records and its question of its physical verification does not arise.

(iii). The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained u/s 189 of the Companies Act. Accordingly para 3(iii) of the Order is not applicable.

(iv). In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to loans and Investments made.

(v). In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and rules framed there under.

(vi). We have been informed by the management, no cost audit records has been prescribed under section148(1) of the Companies Act, 2013 in respect of products of the company.

(vii). Company is generally regular in depositing Provident Fund Dues with appropriate authorities in time. According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Value Added Tax, Excise Duty, Custom Duty, Service Tax, Sales Tax and other statutory dues applicable to company were in arrears, as at 31/03/2017 for a period of more than six months from the date become payable.

However, according to information and explanations given to us, the following dues of Income Tax have not been deposited.

Name of the Statue Name of dues Amount (in Lacs) Period for which the amount relates Forum where dispute is pending
Income Tax Act, 1961 Income Tax Penalty Rs. 74.00/- Assessment Year 2010- 2011 CIT (A), Ahmedabad
Income Tax Act, 2016 Income Tax & Penalty Rs. 19.42/- Assessment Year 2013- 2014 CIT (A), Ahmedabad
Income Tax Act, 2016 Income Tax & Penalty Rs. 12.73/- Assessment Year 2014- 2015 CIT (A), Ahmedabad

(viii). The Company has not defaulted in repayment of loans or borrowing to the financial institutions, bank, Government or dues to the debenture holders during the year.

(ix). 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, para 3(ix) of the order is not applicable.

(x). According to the information and explanations given to us, no material fraud by the Company or on the Company by its offices or employees has been noticed or reported during the course of our audit.

(xi). According to the information and explanations given 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.

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

(xiii). According to the Information and explanations given to us an based on our examination of the records of the Company, transactions with related parties are in compliance with section 177 an 188 of the Act wherever applicable and details of such transactions have been disclosed in the financial statements as required by applicable accounting standards.

(xiv). 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.

(xv). According to the Information and explanations given to us an 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, para 3(xiv) is not applicable.

(xvi). The Company is not required to be registered u/s 45-IA of the Reserve Bank of India Act, 1934.

FOR, ATUL DALAL & CO.
CHARTERED ACCOUNTANTS
FIRM REG. NO. 100760W
AHMEDABAD ATUL J DALAL
May 30, 2017 PROPRIETOR
MEM. NO. 14665

Annexure B to Independent Auditors 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 B Nanji Enterprises Ltd (‘the Company) as of 31st March 2017 in conjunction with our audit 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 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 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) the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to ann 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 platform 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 procedure selected depend on the auditors judgment, including the assessment of the risk of material misstatement of the financial statement, 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 opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

The Companys internal financial controls 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 purpose in accordance with generally accepted accounting principle. 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 disposition of the assets of the Company; (2) provide reasonable assurance the 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 subjects to the risk that internal 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 respect, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR ATUL DALAL & CO.
CHARTERED ACCOUNTANTS
FIRM REG. NO. 100760W
AHMEDABAD ATUL J. DALAL
MAY 30, 2017 PROPRIETOR
MEM. NO. 14665