C & C Constructions Ltd Auditors Report.

To the Members of C & C Constructions Limited

Report on the Financial Statements

We have audited the accompanyingInd AS financial statements of C & C Constructions Limited which comprises the Balance Sheet as at 31-Mar-2018, the Statement of Profit and Loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity 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 of these Ind AS 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 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 relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

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 provisions of the Act and the Rules made thereunder.

We conducted our audit 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 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 Ind AS 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 internal financial control relevant to the Companys preparation of the 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 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 including the Ind AS, of the financial position of the company as at 31.03.2018, and its financial performance including other comprehensive income, its Cash Flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to Note Nos. 4 &8 to the standalone Ind AS financial statements regarding Amount due from Customers (Claims) amounting to 198.59 and Unbilled Revenue (Claims Inventory) amounting to 637.25 Crores as at March 31, 2018 aggregating to 835.84 Crores, representing claims made by the Company which are subject matter of arbitration. Pending ultimate outcome of the matter which is presently unascertainable, no adjustments have been made in the standalone Ind AS financial statements. Our opinion is not qualified in respect of this matter.

Other Matters

(a) The comparative financial information of the Company as at and for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 and audited by A S G & Associates, Chartered Accountants for the years ended 31 March 2017 and 31 March 2016 whose reports dated 29 May 2017 and 09 June 2016, respectively, expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter.

(b) We did not audit the Ind AS financial statements of two overseas branches and eleven jointventures included in the standalone Ind AS financial statements of the Company, whose financial statements reflect total assets of 735.06 Crores as at 31 March 2018 and total revenue of 649.83 Crores for the year ended on that date, as considered in the standalone Ind AS financial statements. The standalone Ind AS financial statements of two overseas branches and eleven jointly controlled operations have been audited by other auditors, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such other auditors.

The audited standalone Ind AS financial statements in respect of nine joint ventures have not been furnished to us. According to the information and explanations provided to us, the promoter company of five Joint Ventures (Isolux Group), has become insolvent in Spain and the JV Partner is in the process of filing insolvency in India. The management has included these five joint operations in its Ind AS financial statements as per the latest audited statements (for the year ended 31- Mar-2016) and other books of accounts available with them. Our opinion in so far as it relates to the amounts and disclosures in respect of these joint operations is solely based on report of the other auditors and where audited Ind AS financial statements are not available, as per the latest available books of accounts, as provided by the management of the Company. In the absence of sufficient appropriate evidence, we are unable to comment upon the carrying value of those figures as appearing in the latest audited financial statements and other books of accounts and its consequential impact, if any, on the accompanying standalone financial statements. In our opinion and according to the information and explanations given to us by the management, these financial statements and other financial information are not material to the Group. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143 (11) of the Act, we give in the Annexure A, a statement on matters specified in paragraph 3 & 4 of the said order.

1. 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.

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 of those books.

c) The Balance Sheet and the Statement of Profit and Loss & cash flow dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind AS 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) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31-Mar-2018 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31-Mar-2018 from being appointed as a director in terms of section 164(2) of the Act.

g) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") is enclosed as AnnexureB,to this report.

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 Ind AS financial statements - Refer Note No.41 to the Ind AS financial statements.

ii) The Company has a process whereby periodically all long term contracts [including derivatives contracts] are assessed for material foreseeable losses. At the year end, the company has reviewed and ensured that adequate provision as required under any law/accounting standards for material foreseeable losses on such long-term contracts [including derivative contracts] has been made in the books of accounts.

iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

For Bedi Saxena & Co.
Chartered Accountants
FRN:000776C
Rajesh Bedi
Place: Gurgaon (Partner)
Date : 29.05.2018 M. No. : 070300

ANNEXURE -‘A TO THE AUDITORS REPORT

The Annexure referred to in Independent Auditors Report to the members of C&C Constructions Limited on the Ind AS financial statements for the year ended 31-Mar-2018, we report that:

In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: -

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

b) As explained to us, all the assets have not been physically verified by the management during the year but there is a regular programme 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.

c) The title deeds of immoveable properties are held in the name of the company.

2. As explained to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records have been properly dealt with in the books of accounts.

3. The company has granted loan to the companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act.

a) The terms and conditions of the grant of such loans are not prejudicial to the companys interest.

b) No Schedule of repayment of principal has been stipulated and also there is no stipulation with regards to interest.

c) No Schedule of repayment of principal and payment of interest has been stipulated and therefore there is no overdue amount.

4. In respect of loans, investments guarantees, and security, the provisions of section 185 and 186 of the Companies Act, 2013 have been duly complied with by the company.For investments made, advances given or guarantees provided exceeding the limits laid down in Section 186 of the Act,directors have prior permission by way of special resolution passed at a General Meeting.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits in contravention of Directives issued by Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under, where applicable . No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government of India, regarding the maintenance of Cost Records under section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with the view to determine whether they are accurate or complete.

7. a) According to the records of the company the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty,

Cess and other material statutory dues applicable to it,though there has been delay in few cases.

According to the information and explanations given to us, undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and Cess that were in arrears, as at 31-Mar-2018 for a period of more than six months from the date they became payable are given below.

Name of Authority Amount ( in Lacs)
Service Tax 480.80
TDS/TCSPayable 1327.70
Provident Fund 175.20
VAT/WCT 636.68
GST 11.40
Professional Tax 0.28
Labour Cess 0.92

7. b) According to the information and explanations given to us, the dues of sales tax, income tax, custom duty, wealth tax, excise duty and Cess that have not been deposited with appropriate authorities on account of any dispute and the forum where the disputes are pending are given below

Name of The Statute Nature of The Disputed Dues Amount ( in lacs) Period To Which The Amount Relates Forum Where Dispute is Pending
U.P Trade Tax Act Demand against material purchased against ‘C form 35.26 (Amount deposited 12.34 lacs + BG Provided 22.92 Lakhs) F.Y-2002-2003 Joint Commissioner (Appeals) Noida, UP
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 48.22 (Amount deposited NIL) F. Y. 2000-2001 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 7.05 (Amount deposited NIL) F. Y. 2007-2008 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 29.00 (Amount deposited NIL) F. Y. 2008-2009 Income Tax Officer (TDS) New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 11.28 (Amount deposited NIL) F. Y. 2009-2010 Income Tax Officer (TDS) New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 31.23 (Amount deposited NIL) F. Y. 2010-2011 Deputy Commissioner of Income Tax, Gurgaon
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 79.82 (Amount deposited NIL) F. Y 2011-2012 Deputy Commissioner of Income Tax, Gurgaon
Entry Tax Demand against Entry Tax on Material Purchase 245.65 (Amount Deposited 32.79 Lakhs) F. Y. 2011-2012 The joint Commissioner of Commercial Taxes (Appeal), Magadh Division, Gaya, Bihar
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 79.65 (Amount deposited NIL) F. Y 2013-2014 Deputy Commissioner of Income Tax, Gurgaon
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 57.69 (Amount deposited NIL) F. Y 2014-2015 Deputy Commissioner of Income Tax, Gurgaon
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 47.47 (Amount deposited NIL) F. Y 2015-2016 Deputy Commissioner of Income Tax, Gurgaon
Income Tax Department Demand against Short Deduction and interest, subject to rectification 10.55 (Amount deposited NIL) F.Y. 2016-2017 Deputy Commissioner of Income Tax, Gurgaon
Income Tax Department Demand against Short Deduction and interest, subject to rectification 00.60 (Amount deposited NIL) F.Y. 2017-2018 Deputy Commissioner of Income Tax, Gurgaon
Service Tax Department Penalty under section 78 886.74 (Amount deposited NIL) F. Y 2011- to 2014 Commissioner of Service Tax, Gurgaon
Sales Tax Department Addition Demand for Interstate purchase against composition scheme. 1118.18 (Amount deposited NIL) F.Y.2013-2016 ACATO (Ward No.89) Dept. of Trade and Taxes, Govt of NCT of Delhi
Provident Fund Appeal Under Section 7-I of the Employee‘s Provident fund & Miscellaneous Provision Act 1952 towards 14-B Damage Charges 53.01 (Amount deposited NIL) F.Y.2013-2016 Presiding Officer, Employees Provident Fund Appellate Tribunal, New Delhi
Provident Fund Appeal Under Section 7-I of the Employee‘s Provident fund & Miscellaneous Provision Act 1952 towards 14-B Damage Charges 43.21 (Amount deposited NIL) F.Y.2014-2017 Presiding Officer, CGIT Cum Labour Court-I Employees Provident Fund Appellate Tribunal, New Delhi

Disputed Demands of Joint Ventures (Applicable share):

Name of The Statute Nature of The Disputed Dues Amount ( in lacs) Period To Which The Amount Relates Forum Where Dispute is Pending
Income Tax Penalty under section 271(1)(c) 145.92 (Amount deposited 22 lacs) F.Y-2008-2009 CIT, Appeal, New Delhi
Sales Tax Penalty u/s 56 of Punjab Vat Act 2005 260.12 (Amount Deposited NIL) F.Y-2008-2009 Designated Officer- cum-Asst Excise & Taxation Commissioner, Amritsar-II
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 3.28 (Amount deposited NIL) F. Y. 2007-2008 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 3.29 (Amount deposited NIL) F. Y. 2008-2009 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 7.71 (Amount deposited NIL) F. Y. 2009-2010 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 0.40 (Amount deposited NIL) F. Y. 2010-2011 Income Tax Officer (TDS)New Delhi
Sales Tax Department Penalty u/s 60 of Punjab Vat Act 2005 38.06 (Amount deposited 6.09) F. Y 2010-2011 Designated Officer- cum-Asst Excise & Taxation Commissioner, Amritsar-II
Service Tax Additional demand of service tax on toll plaza building 14.13 (Amount Deposited NIL) F. Y 2011-2012 The Commissioner (Appeals) Central Goods & Servie Tax, Jalandar
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 4.55 (Amount deposited NIL) F. Y. 2011-2012 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 32.58 (Amount deposited NIL) F. Y 2012-2013 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 96.53 (Amount deposited NIL) F. Y 2013-2014 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 32.44 (Amount deposited NIL) F Y 2014-2015 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification. 8.08 (Amount deposited NIL) F Y 2015-2016 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest, subject to rectification 7.75 (Amount deposited NIL) F Y 2016-2017 Income Tax Officer (TDS)New Delhi
Income Tax Department Disallowance of Additional Depreciation 289.15 (Amount deposited 289.15) F. Y. 2003-2004 High Court, New Delhi
Income Tax Department Disallowance of Additional Depreciation 321.45 (Amount deposited 321.45) F. Y. 2005-2006 ITAT, New Delhi
Income Tax Department Disallowance of Additional Depreciation 439.48 (Amount deposited 439.48) F. Y. 2006-2007 ITAT, New Delhi
Income Tax Department Disallowance of Additional Depreciation 157.03 (Amount deposited 157.03) F. Y. 2007-2008 ITAT, New Delhi

 

Name of The Statute Nature of The Disputed Dues Amount ( in lacs) Period To Which The Amount Relates Forum Where Dispute is Pending
Income Tax Department Disallowance of Additional Depreciation 309.81 (Amount deposited 309.81) F. Y. 2008-2009 High Court, New Delhi
Income Tax Department Disallowance of TDS Credit on Account of Mobilisation 15.33 (Amount deposited 15.33) F. Y 2009-2010 ACIT, Circle 62(1), New Delhi
Income Tax Department Disallowance of TDS Credit on Account of Mobilisation 19.70 (Amount deposited 19.70) F. Y 2010-2011 ACIT, Circle 62(1), New Delhi
Income Tax Department Disallowance of TDS Credit on Account of Mobilisation 48.68 (Amount deposited NIL) F. Y 2011-2012 ACIT, Circle 62(1), New Delhi
Income Tax Department Disallowance u/s 40(a)(ii), 40(a) (ia), disallowance of depreciation of tipper and disallowance of TDS credit on account of Mobilisation 372.65 (Amount deposited 56 Lacs) F. Y 2012-2013 CIT, Circle 62(1), New Delhi
Income Tax Department Penalty u/s 271(1)(c) 2.18 (Amount deposited 2 Lacs) F. Y. 2011-2012 CIT, Appeal, New Delhi

8. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion, the company has defaulted in repayment of dues to a financial institution, bank, Government or dues to debenture holders. The detail of period and the amount of default as ascertained by the management is as follows: -

Details of Continuing defaults in repayment of secured Term loan from bank and other under CDR:

FROM BANK FITL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
State Bank of India 242,929,250 163,509,859 406,439,109 Apr‘14 to Mar‘18
State Bank of Hyderabad 33,061,598 13,841,919 46,903,517 Jun‘16 to Mar‘18
ICICI Bank 3,019,654 838,802 3,858,456 Oct‘17 to Mar‘18
Oriental Bank of Commerce 35,915,750 30,246,976 66,162,726 Apr‘14 to Mar‘18
Central Bank of India 68,200,000 60,910,149 129,110,149 Jul‘14 to Mar‘18
State Bank of Patiala 72,864,000 29,434,275 102,298,275 Jun‘16 to Mar‘18
TOTAL 455,990,252 298,781,980 754,772,232

WCTL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
State Bank of India 547,391,250 689,104,887 1,236,496,137 Apr‘14 to Mar‘18
State Bank of Patiala 178,425,000 166,725,845 345,150,845 Jun‘16 to Mar‘18
State Bank of Hyderabad 85,401,504 91,352,818 176,754,322 Jun‘16 to Mar‘18
Indusland Bank - 780,984 780,984 Jul‘17 to Mar‘18
ICICI Bank 8,251,250 6,931,103 15,182,353 Sep‘17 to Mar‘18
IDBI 4,735,125 5,822,273 10,557,398 Mar‘17 to Mar‘18
Oriental Bank of Commerce 87,354,750 137,872,642 225,227,392 Apr‘14 to Mar‘18
Central Bank of India 141,867,750 189,144,905 331,012,655 Jul‘14 to Mar‘18
TOTAL 1,053,426,629 1,287,735,457 2,341,162,086

CTL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
State Bank of Hyderabad (merged with SBI) 9,214,340 9,880,318 19,094,658 Jun‘16 to Mar‘18

MTL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
State Bank of Patiala (merged with SBI) 14,722,500 13,735,968 28,458,468 Jul‘16 to Mar‘18

FROM OTHERS FITL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
Srei Equipment 5,298,832 422,938 5,721,770 Oct‘15 to Dec., 17
L&T Infra Finance Ltd. 124,781,314 34,282,427 159,063,741 Oct‘14 to Dec., 17
TOTAL 130,080,146 34,705,365 164,785,511

CTL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
L&T Infra Finance Ltd. 449,489,616 238,741,851 688,231,467 Jan ‘14 to Dec ‘17
Srei Equipment - 15,223,471 15,223,471 Nov ‘15 to Dec‘ 17
TOTAL 449,489,616 253,965,322 703,454,938

Details of continuing defaults in repayment of Secured Term Loans for Machinery & Vehicles from Others under Non-CDR Scheme:

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
Magma Fincorp Ltd 107,986 3,264 111,250 Dec ‘16 to Apr ‘17
SREI equipment Finance Pvt Ltd 31,069,729 22,866,086 53,935,815 Oct‘17 & Mar ‘18
TOTAL 31,177,715 22,869,349 54,047,065

Detail of continuing defaults in repayment of interest on Demand Loans from Banks

Name of Bank Principal Amount Interest (Overdue) Total Amount Overdue Overdue Period
DBS Bank Ltd N.A. 218,439,410 218,439,410 Jun 12 to Mar ‘18
Standard Chartered Bank N.A 1,756,323 1,756,323 Mar‘18
TOTAL 220,195,733 220,195,733

INTEREST ON CC/OD

Name of Financer Principal Amount Interest (Overdue) Total Amount Overdue Overdue Period
State Bank of India N.A 489,105,718 489,105,718 Nov14 to Mar18
Central Bank of India N.A 145,409,932 145,409,932 Oct14 to Mar18
State Bank of Patiala(merged with SBI) N.A 196,743,364 196,743,364 Jul‘16 to Mar‘18
State Bank of Hyderabad(merged with SBI) N.A 100,530,791 100,530,791 Jul‘16 to Mar‘18
TOTAL 931,789,805 931,789,805

9. The company has not raised moneys by way of initial public offer or further public offer (including debt instrument). However the moneys were raised by way of term loans which were applied for the purposes for which those were raised.

10. Based upon the audit procedures performed and according to the information and 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 course of our audit, that causes the financial statements to be materially misstated.

11. The company has not paid any managerial remuneration for the year under consideration.

12. The company is not a Nidhi Company, hence, this clause is not applicable.

13. Based upon the audit procedures performed and according to the information and explanations given to us, all transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013, wherever, applicable, and the details have been disclosed in the Financial statements etc. as required by the applicable accounting standards.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15. The company has not entered into any non-cash transactions with directors or persons connected with him.

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

For Bedi Saxena & Co.
Chartered Accountants
FRN:000776C
Rajesh Bedi
Place: Gurgaon (Partner)
Date : 29.05.2018 M. No. : 070300

ANNEXURE ‘BTO THE AUDITORS REPORT

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 31-Mar-2018 in conjunction with our audit of the Ind AS 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. 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 judgement, including the assessment of the risks of material misstatement of the 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 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 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 Bedi Saxena & Co.
Chartered Accountants
FRN:000776C
Rajesh Bedi
Place: Gurgaon (Partner)
Date : 29.05.2018 M. No. : 070300