D. P. Abhushan Ltd Directors Report.

To,

The Members of D.P.ABHUSHAN LIMITED

OPINION

We have audited the accompanying financial statement of DPABHUSHAN LIMITED (The Company’) which comprises Balance Sheet as at 31 st March, 2019, the statement of the Profit and Loss and the Cash Flow Statement for the period ended on that date and a summary of significant accounting policiesand other explanatory information.

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 March 31,2019,andprofit/lossaccountand its cash flows fortheyearended on that date.

BASISOFOPINION

We conducted our Audit of the standalone Financial Statements in accordance with the Standards on Auditing. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. 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.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

REVENUE RECOGNITION

Refer note 2.7 to the Significant Accounting Policies

THE KEY AUDIT MATTERS HOW THE MATTER WAS ADDRESSED IN OUR AUDIT
Revenue from sale of goods is recognized when control of the products being sold is transferred to the customer and when there are no other unfulfilled obligations. The performance obligations in the contracts are fulfilled at the time of dispatch, delivery or upon formal customer acceptance depending on customerterms. We identified revenue recognition as a key audit matter because the Company and its external stakeholders focus on revenue as a key performance indicator. This could create an incentive for revenue to be overstated or recognized before control has been transferred. In view of the significance of the matter we applied the following audit procedures in this area, among other procedures, to obtain sufficient appropriate audit evidence:
1. We assessed the appropriateness of the revenue recognition accounting policies and its compliances with applicable accounting standards. We read the contracts with customer, distributors, franchisees etc. to determine appropriateness of revenue recognition.
2. We evaluated the design of key internal financial controls and operating effectiveness of the relevant key controls with respect to revenue recognition on selected transactions.
3. We evaluated the design, implementation and operating effectiveness of managements general IT controls and key application controls over the Companys IT systems which govern revenue recognition, including access controls, controls over program changes and interfaces between different systems.

MANAGEMENT’S RESPONSIBILITYFORTHE FINANCIAL STATEMENT

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 preparation of these 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 companies accounting standards Rules 2006 (as amended) specified under section 133 of the act, read with companies (Accounts) Rules, 2014. This responsibility also includes the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal control that were operating effectively for ensuring the accuracy and completeness of accounting records, relevant to preparation of financial statements that give a true and fair view and are free from material misstatement, whetherdue to fraud orerror.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

AUDITORS’ RESPONSIBILITY

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SA’s, we exercise professional judgment and maintain professional skepticism throughoutthe audit. We also: -

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higherthan forone resulting from error, as fraud may involve collusion,forgery, intentionalomissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internalfinancialcontrols relevantto the audit in orderto design audit procedures that are appropriate in the circumstances. Under section 143(3)0) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls. (Annexure B is our Report on Internal Financial Control).

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bearonourindependence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor’s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" a statement on the mattersspecifiedinparagraphs3and4of the Order, to the extent applicable.

AS REQUIRED BYSECTION 143(3) OF THE ACT, WE FURTHER REPORTTHAT:

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 far as it appears from our examination of those books;

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

d) In our opinion, the aforesaid Financial Statements comply with the Companies Accounting Standards referred to in 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 other directors as on March 31,2019, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2019, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

f) We have also audited the internal financial controls over financial reporting of the Company as on 31 March 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 31 st March, 2019, as per Annexure B, expressed unmodified opinion;

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i) The Company has disclosed the impact of pending litigations on its financial positions in itsfinancial statements- Refer Note27.1 to the financial statement;

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss thereon does arise.

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

For, Jeevan Jagetiya & Co
Chartered Accountants
FRN: - 121335W
Sd/-
CA Jeevan Jagetiya
Date: May 30,2019 (Partner)
Place :Ratlam (M.P.) - 457001 M. No. 046553

ANNEXURE-ATO THE AUDITORS’ REPORT

With reference to the Annexure A referred to in our report to the members of the Company "D. P. Abhushan Limited" for the year ended 31st March, 2019, we report the following:

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

(b) The Company has a program of verification to cover all the items of fixed assets in a proper manner, which in our opinion, is reasonable with regard to size of company and nature of assets of company. According to information and explanation given to us, no material discrepancies were noticed during such verification.

(c) According to the information and explanations given to us, the records examined by us and based on the conveyance/sale deed provided to us, we report that the title deeds, comprising all the immovable property of freehold land and buildings are held in the name of company as on balance sheet date.

ii. In our opinion the management has conducted physical verification of inventory at reasonable intervals during the year including inventory given to third parties/goldsmith on job work basis. As per the information and explanation given to us, no materialdiscrepancieswere noticed on the aforesaid physicalverification.

iii. According to the information and explanation given to us, the company has not granted any loan, secured or unsecured loans to companies, firm, LLP or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, Paragraph 3(iii) (a) and (b) of the order is not applicable to the company.

iv. According to the information and explanation given to us, the company has not granted any loans or provides any guarantee orsecurity to the parties covered under Section 185 of the Act The company has complied with the provisions of the section 186 of the Act with respect to investment made.

v. In our opinion and according to information given to us, the Entity/Firm (Now Company) has taken unsecured loan which is covered as Deposit u/s 73 of the Companies Act 2013 when it was Partnership Firm and the Provisions of the Companies Act were not applicable to it. However, after conversions of partnership firm into company no new loan or deposit prohibited u/s 73 have been accepted by the company. The old monies/deposits have been repaid during the period.

vi. Maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Therefore, the provisions of clause 3 (vi) of the Companies (Auditor’s Report) Order, 2016, are not applicable to the Company.

vii. (a) The company is regular in depositing undisputed statutory dues including provident fund, Employee’s state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, GST, cess and any other statutory dues to the appropriate authorities.

According to information & explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrear, as at 31 -Mar-2019 for period of more than six months from the date they become payable.

(b) According to information and explanations given to us, the following dues of Sales Tax/VAT have not been deposited by thecompany on account of any dispute.

Name of Statue Nature of Dues Amt in (Lakhs) Amt paid under protest Period to which the amount relates Forum where dispute is pending
Rajasthan VAT Act VatTax&Int. 19.55 1.50 (Paid in Month of April 2018) F.Y.15-16 Rajasthan Tax Board Ajmer

viii. The Company has not made any default in repayment of loans or borrowing to financial institution, bank, Government or dues to debenture holders.

ix. The Company has not raised moneys byway of initial public offer or further public offer (including debt instruments) orterm loansand hence reporting under clause3 (ix) of the Order is notapplicable to the Company

x. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the company by its officers or employees during the period was noticed or reported, nor have we been informed of such case by the management.

xi. In our opinion, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule VtotheCompanies Act, 2013.

xii. In our opinion, the company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Companies Auditor’s Report) Order, 2016 are not applicable to the company.

xiii. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of the Companies act, 2013 where applicable and the details have been disclosed in the financial statements as required by applicable Accounting Standards (AS) 18.

xiv. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under review and therefore, the provisions of clause 3(xiv) of the Companies (Auditor’s Report) Order, 2016, are not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the company has not entered any transaction that require compliance of provision of Section 192 of Companies Act, 2013 with respect to non-cash transaction so the provisions of clause 3(xv) of the Companies (Auditor’s Report) Order, 2016, are not applicable to thecompany.

xvi. In our opinion and according to information and explanations given to us, company is not required to be registered under section 45-IAof the Reserve Bankof India Act, 1934.

For, Jeevan Jagetiya & Co
Chartered Accountants
FRN: - 121335W
Sd/-
Date: May 30,2019 CA Jeevan Jagetiya
(Partner)
Place: Ratlam (M.P.)-457001 M. No. 046553

ANNEXURE - B TO THE AUDITORS’ REPORT

Annexure-B to the Audit 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 D.P. ABHUSHAN LIMITED (The Company") as of 31 March 2019 in conjunction with our audit of the financial statements of the Company for the period 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 CICAI’). 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 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 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 internalfinancialcontrols, 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 auditor’s judgment, including the assessment of the risksofmaterialmisstatementof thefinancialstatements,whetherduetofraudorerror.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany’s internalfinancialcontrols 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 internalfinancial control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactionsand dispositions of theassets of thecompany;

(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 ortimely 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 internalfinancial controls overfinancial 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, orthatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internalfinancial controls system overfinancial 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.

For, Jeevan Jagetiya & Co
Chartered Accountants
FRN: - 121335W
Sd/-
CA Jeevan Jagetiya
Date: May 30,2019 (Partner)
Place: Ratlam (M.P.)- 457001 M. No. 046553