Constronics Infra Ltd Directors Report.

TO THE MEMBERS OF CONSTRONICS INFRA LIMITED (FORMERLY INVICTA MEDITEK LIMITED)

Report on the Financial Statements

Opinion

We have audited the accompanying financial statements of CONSTRONICS INFRA LIMITED (Formerly Invicta Meditek Limited) ("the Company"), which comprise the Balance Sheet as at 31st March, 2020, 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.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements give the information required by the Companies Act 2013 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 31st, 2020 and its profit, (changes in equity) and its cash flows for the year ended on that date.

Basis for Qualified Opinion

a. The companys Non-Current Financial Assets includes an amount of Rs.70,54,171/- (Amount Sanctioned during the year Rs. Nil) Being Outstanding of Non-Current Financial Assets given to one of the Former directors without obtaining prior approval of Central Government as per section 185 of the Companies Act 2013. No provision for the said amount due has been made in the accounts. In our opinion, the said amount has to be fully provided for since the amount is outstanding for more than five years and the company could not recover the said sum. Had the company made provision for the said sum of Rs.70,54,171/-, the results of the operations of the company for the current financial year would have resulted in a loss of Rs.61,22,453/- and the amount under loans under non-current assets would be lower by Rs.70,54,171/-.

b. The Company has not complied with the mandatory requirement under section 138 of the Companies Act 2013, regarding the appointment of Internal Auditors.

c. The Company has not complied with the mandatory requirement of section 203 of the Companies Act 2013, regarding appointment of Chief Financial Officer.

d. The Company has not complied with the mandatory requirement of section 203 of the Companies Act 2013, regarding appointment of whole time Company secretary.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The following have been considered as Key Audit Matters:

Sl. No. Key Audit Matters Auditors Response
1 The company has availed interest free loans payable on demand from two of its directors. Compliance with the provisions of the Companies Act and also confirmation of the said balances outstanding as at the year end. The balance outstanding as at the end of the Financial year was Rs.30,06,435/-. The above loans were taken to meet the business needs of the company. The compliance with provisions of the Companies Act were verified by us. The company has complied with the relevant statutory requirements provided for the acceptance of loans from directors. The company has also obtained confirmation of balances from the said directors, which has been examined by us as a part of audit procedure.

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 financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) 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. 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys 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.

The Board of Directors is also responsible for overseeing the Companys 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 auditors 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 SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

? Identify and assess the risks of material misstatement of the 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 higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ? Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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.

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

? Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 bear on our independence, 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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.

Emphasis of Matter

Attention of the shareholders is drawn to Note No.28 of Notes to accounts which elaborate the ability of the company to continue as a going concern. Our opinion is not qualified in respect of the said matter. Attention of the shareholders is drawn to note no 40 regarding the management perception on the business prospects of the company due to pandemic COVID 19.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in Annexure-I a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

2. As required by Section143(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, the Statement of Profit and Loss, Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts.

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

(e) On the basis of written representations received from the directors, as on 31st March 2019 and taken on record by the Board of Directors, none of the Directors of the company is disqualified as on 31st March 2020 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 II"; 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

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

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

iii. An amount of Rs.56,618/- pending preferential allotment which were required to be transferred to the Investor Education and Protection Fund by the Company

For CHANDRAN & RAMAN,

Chartered Accountants, Firm Regn. No. 00571S

Sd/-

S. PATTABIRAMAN

Partner M No. 014309

Place: Chennai Date : 30.07.2020

Annexure-I to Independent Auditors Report

Statement of matters specified in Para 3 & 4 of the order referred to in sub-section (11) of section 143

The Annexure referred to in our report to the members of CONSTRONICS INFRA LIMITED, (the Company) for the year Ended on 31.03.2020:

01) Fixed Assets

The company did not own any fixed assets during the Financial year and accordingly reporting as to the maintenance of records showing full particulars, including quantity details and situation of fixed assets does not arise and also reporting as to the requirements for programme for physical verification does not arise.

02) Inventory

The inventory has been physically verified at reasonable intervals by the management. No material discrepancies were noticed during such verification.

03) 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 Act. However, Non-current Financial

Assets includes an amount of Rs.70,54,171/- (Amount sanctioned during the year Rs.nil) being outstanding of loans given to one of its former directors, without obtaining the prior approval as per section 185 of Companies Act, 2013.

04) A sum of Rs.70,54,171/- is due from a former director and included under Loans and advances. The said sum has been carried forward from the earlier accounting years. The above amount of advance to a former director is in violation of the provisions of sec 185 and 186 of the Companies Act, 2013.

05) The Company has not accepted deposits from public. Hence, we have no comments to offer in respect of the same.

06) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Act, for the company.

07) In respect of Statutory Dues: a) There was no undisputed amounts payable in respect of Income tax, Sales tax Service tax, Customs duty, Value added tax, Cess, GST excepting Income Tax deducted at source Rs. 50,674/- which was outstanding as at 31st March 2020 for a period of more than 6 months from the day they became payable. b) According to information and explanations given to us, there are no dues of income tax, sales tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

08) According to the information and explanations given to us, the company has not defaulted in repayment of loans to bank.

09) The Company has not raised monies by way of initial public offer or further public offer (including debt instruments) during the period covered relevant financial year. Also the company has not taken any term loans during the relevant financial year.

10) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. 11) No Managerial Remuneration has been paid / provided by the company hence, the requisite approvals mandated by the provisions of section 197 read with schedule V to the companies act does not arise.

12) The Company is not a Nidhi Company and hence the provisions para 3(xii) of the order referred to in

Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act does not apply to the Company.

13) In our opinion, all transactions with the related parties are in compliance with the provisions of section 177 and section 188 of the companies Act 2013, where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

14) According to the information and explanations give 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.

15) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

For CHANDRAN & RAMAN,

Chartered Accountants, Firm Regn. No. 00571S

Sd/-

S. PATTABIRAMAN

Partner M No. 014309

Place: Chennai Date : 30.07.2020

ANNEXURE - II TO THE 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 CONSTRONICS INFRA LIMITED

("the Company") as of 31 March 2020 in conjunction with our audit of the financial statements of the

Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at

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 CHANDRAN & RAMAN,

Chartered Accountants, Firm Regn. No. 00571S

Sd/-

S. PATTABIRAMAN

Partner M No. 014309

Place: Chennai Date : 30.07.2020