Dhoot Industrial Finance Ltd Auditors Report.

To the Members of

Dhoot Industrial Finance Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of DHOOT INDUSTRIAL FINANCE LIMITED, (‘the Company’), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(‘the Act’) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. 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 there under.

5. 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 these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the 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 accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. 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 including the Ind AS specified under section 133 of the Act, of the state of affairs (financial position) of the Company as at 31st March 2018, and its Profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor’s Report) Order, 2016 (‘the order’) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the "Annexure – A" a statement on the matters Specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in Annexure A, 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 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 standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e. on the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report as per Annexure B expressed Unmodified opinion;

g. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 positions in the standalone financial statements.

(ii) the Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivatives contracts;

(iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; and

(iv) the disclosures requirements relating to holdings as well as dealings in Specified bank Notes were applicable for the period from 8th November, 2016 to 30th December, 2016 which are not relevant to these standalone financial statements. Hence, reporting this clause is not applicable.

For BOHRA & CO.
CHARTERED ACCOUNTANTS
Firm Registration No.136492W
Sd/-
Place: MUMBAI RAMESH CHAND BOHRA
Date: 15.05.2018 Partner (M. NO. 073480)

Annexure – A to the Independent Auditors’ Report of even date to the members of Dhoot Industrial Finance Limited, on the standalone financial statements for the year ended 31st March 2018.

Annexure A

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

(i) (a) The Company is maintain proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) The Fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

(c) The title deeds of immovable properties are held in the name of the Company.

(II) The Company is engaged in trading of chemicals, papers, electronics. All the goods purchased in respect of above are directly supplied from the principal’s factory/warehouses to the respective consignee’s. Hence there are no stocks lying at the company’s disposal at any point of time. Thus requirements regarding physical verification of inventory is not applicable.

(III) As per the information furnished to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013. Accordingly, Clause (iii)(a) relating to regularly of receipt of principal amount and interest and Clause (iii)(b) relating to steps taken for recovery of overdue principal and interest of more than rupees one lakh, are not applicable.

(IV) In our opinion and according to information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act 2013 in respect of loans, investment guarantees and security.

(V) During the year the Company has not accepted any deposits from public. Accordingly provisions of section 73 to 76 of the Act and other relevant provisions of the Act and the rules framed there under and the directives issued by the Reserve Bank of India are not applicable. As informed to us, No order has been passed by Company Law Board or Reserve Bank of India or any Court or any other Tribunal during the year.

(VI) The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 notified by Ministry of Corporate Affairs, Government of India vide notification dated December 31, 2014 (VII) (a) According to the information and explanations given to us and the records examined by us the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues.

a) According to the information and explanations given to us and the records examined by us the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues (except in respect of Central Sales Tax Rs. 239/- & Gujarat Value Added Tax of Rs.20433/- outstanding as at March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of the books and records examined by us, as applicable given here in below are the details of dues of Income-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess which have not been deposited with appropriate authority on account of disputes and the form where the dispute is pending.

Name of the Nature of the Dues Amount (Rs.) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 2,27,160 2014-15 Commissioner of Income tax (Appeals)

(IX) Since the Company has not raised money by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, paragraph 3(VIII) of the Order is not applicable.

(X) Based on the audit procedures performed and information and explanations given to us by the management we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(XI) The Management remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.

(XII) In our opinion, the Company is not a Nidhi Company, accordingly, paragraph 3(XII) of the Order is not applicable.

(XIII) According to the information and explanation given to us, all transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the standalone Ind AS Financial Statements, as required by the applicable accounting standards.

(XIV) According to the information and explanations given to us and on the basis of the books and records examined by us, the company has made preferential allotment of 2,84,000 fully paid equity shares to Mr. Rohit Rajgopal Dhoot @Rs.53/- per shares on receipt of full consideration Rs.1,50,52,000/- the money used by the company for the purpose for which it was raised.

(XV) The Company has not entered into any non cash transaction during the year with persons connected with him as contemplated in section 192 of the Act.

(XVI) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For BOHRA & CO.
CHARTERED ACCOUNTANTS
Firm Registration No.136492W
Sd/-
Place: MUMBAI RAMESH CHAND BOHRA
Date: 15.05.2018 Partner (M. NO. 073480)

"Annexure - B" to the Independent Auditor’s Report of even date to the members of Dhoot Industrial Finance Limited on the standalone financial statements for the year ended 31st March, 2018.

Independent Auditor’s Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013( the "Act")

1. In Conjunction with our audit of the standalone financial statements of Dhoot Industrial Finance Limited (the "Company") as at and for the year ended 31st March, 2018, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company as on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s Board of Directors 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( the "Guidance note") issued by the 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 the Companies 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 Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s IFC oFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFC oFR and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s IFCoFR.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company’s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s IFCoFR 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 company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by the ICAI.

For BOHRA & CO.
CHARTERED ACCOUNTANTS
Firm Registration No.136492W
Sd/-
Place: MUMBAI RAMESH CHAND BOHRA
Date: 15.05.2018 Partner (M. NO. 073480)