J J Exporters Ltd Auditors Report.

To the members of J J EXPORTERS LIMITED

Report on the Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of J J Exporters Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, and 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.

Managements Responsibilityforthe Standalone 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 standalone Ind AS 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) prescribed 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 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 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 standalone Ind AS 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 of the standalone Ind AS financial statements 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 standalone 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 standalone Ind AS financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 ofthe standalone 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 standalone 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 standalone 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, ofthe state of affairs (financial position) ofthe Company as at 31st March, 2018, and its Loss (financial performance including other comprehensive income), its cash flows and changes in equity for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

1. Note- 12(a) and (b) to the financial statements which indicates that the company has accumulated losses and its net worth has been fully eroded, the Company has incurred a Net Loss during current and previous years and the Companys current liabilities exceeded its current assets as at the Balance Sheet date. These conditions, along with other matters set forth in Clause 5 of Note 25, indicate the existence of a material uncertainty that may cast significant doubt about that Companys ability to continue as a going concern. However, the financial statements ofthe Company have been prepared on a going concern basis.

2. In the meantime, the Board has decided in its meeting held on 30.05.2018 that as major portion ofthe Companys assets has been taken over by the Bank and since operations at all units of the Company has also been stopped and the Company did not have any commercial activity, the continuance of the corporate existence of the Company was no longer feasible. Thus, the Board decided that the Company be wound up under the provisions of Section 271(a) ofthe Companies Act, 2013 subject to approval of Members by Postal Ballot and National Company Law Tribunal, Kolkata Bench.

Our opinion is not modified in respect of these matters.

Other Matter

The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening balance sheet as at 1st April, 2016, prepared in accordance with Ind AS included in these Standalone Ind AS financial statements have been audited by predecessor auditor who had audited the financial statements for the relevant period. The report of the predecessor auditor on the comparative financial information and the opening balance sheet dated 30th May, 2017 expressed an unmodified opinion.

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 section 143(11) of the Companies Act, 2013, we give in "Annexure-A", a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 beliefwere 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 ourexamination ofthose books.

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

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 ofthe Act.

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure -B".

(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as at 31st March 2018 [Refer Note No. 25(1)].

(ii) The Company did not have any long term contracts including derivative contract as at 31st March, 2018.

(iii) There were no amount which were required to be transferred, to the Investor Education and Protection Fund by the Company as at 31st March 2018 [Refer Note 25(12)].

For Lihala & Co.
Chartered Acccountants
(Firm ICAI Regd. No. 315052E)
Place : 11, Crooked Lane, Priyam Dalmiya
Kolkata - 700 069 Partner
Date : 30thMay,2018 Membership No. 303794

ANNEXURE - "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirements" Section of our Report ofeven date)

The Annexure referred to in Independent Auditors Report to the members of the Company on the financial statements forthe year ended 31st March, 2018, we report that:

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

assets.

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the Company. According to the information and explanations given to us, no discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of company.

ii. As explained to us, inventories have been physically verified during the year by the management, which, in our opinion, is reasonable and discrepancies which were noticed have been properly dealt with in the books of account.

iii. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to

companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, comment on Clause No. iii (a), iii (b) and iii (c) of the said order does not arise.

iv. According to the information and explanations given to us, the Company has not given any loans, investments, guarantees, and security and has not invested in any other body corporate, hence the comment on the said clause of the order is not applicable.

v. According to the information and explanations given to us, there is no such deposits, taken by the Company, for which directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, are required to be complied with.

vi. According to the information and explanations given to us, the company is not required to maintain cost record under sub section (1) of section 148 of Companies Act 2013 Hence comment on clause on vi of the said order is not applicable.

vii. a) According to the records of the Company and as per the information and explanations given to us, the company has been

regular in depositing undisputed statutory dues including provident fund, employees state insurance,Goods & Services Tax, income-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities. No arrears of outstanding statutory dues on the last day of the financial year concerned exists for a period of more than six months from the date they became payable.

b) On the basis of our examination of the documents and records the following disputed statutory dues which have not been deposited with the appropriate authorities are as under:

The details regarding Income Tax disputed dues pending before Commissionerof Income Tax (Appeals) is shown below:

ASSESSMENT YEAR INCOME TAX AMOUNT(Rs) ASSESSMENT YEAR INCOME TAX AMOUNT(Rs)
1998-1999 0.80 2009-2010 424.07
2003-2004 1.63 2010-2011 3.28
2005-2006 52.51 2011-2012 0.62
2008-2009 458.68 2012-2013 0.04

The details regarding the Sales Tax disputed dues pending before the Appellate and Revisional Board are as follows:

ASSESSMENT YEAR SALES TAX AMOUNT (Rs)
2008-09 1.15
2009-10 1.04
2010-11 25.76

The details regarding the Excise Duty, Custom Duty and Service Tax disputed dues are as follows:

PARTICULARS AMOUNT (f) Forum where Dispute is Pending
Custom Duty(including penalty of f 48.40) (2009-10 to 2012-13) 93.17 Commissioner of Central Excise
Service Tax (2006-07) 2.56 Central Excise and Service Tax Appellate Tribunal (CESTAT)
Service Tax (2007-08) 3.27 Central Excise and Service Tax Appellate Tribunal (CESTAT)
Service Tax (2006-07) 3.34 Commissioner of Central Excise
Service Tax (2007-08) 0.91 Central Excise and Service Tax Appellate Tribunal (CESTAT)
Service Tax (2007-08) 2.67 Commissioner of Central Excise
Service Tax (2008-09 to 2011-12) 2.83 Commissioner of Central Excise
Service Tax (2009-10) 0.52 Commissioner of Central Excise
Service Tax (2006-07 & 2007-08) 6.95 Commissioner of Central Excise
Service Tax (2007-08) 2.02 Honourable High Court of Calcutta

viii. The loans from Industrial Development Bank of India (IDBI) amounting to f 24.81 crores and Indian

Overseas Bank (IOB) amounting to f 24.71 crores (including interest thereon), are defaulted in repayment. The said amounts are subject to confirmation and reconciliation, if any. The Company has not provided interest on the said loans w.e.f. 26.07.2017 as the secured assets possession was taken by the Bank under the SARFAESI Act, 2002, and subsequently the possessed assets at Gangarampur, West Bengal were sold. Refer Note 13(a).

ix. To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not raised any term loan, and it has not raised any money by way of initial public offer or further public offer during the year. Hence comment on this clause in not applicable.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted audit practices in India, and according to the information and explanation given to us, we have neither come across instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

xi. To the best of our knowledge and belief, managerial remuneration has been paid and provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. According to the information and explanation given to us, clause (xii) in respect of Nidhi Company is not applicable to the company. Hence the comment on the said clause does not arise.

xiii. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act 2013, and have been disclosed in Notes to Accounts as required by Ind AS 24. [Refer Note 25(4)]

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year; hence comment on the said clause of the order is not applicable.

xv. To the best of our knowledge and belief and as per the information and explanations given to us, the Company has not entered into any non-cash transaction with directors or persons connected with him.

xvi. The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act, 1934.

For Lihala & Co.
Chartered Acccountants
(Firm ICAI Regd. No. 315052E)
Place : 11, Crooked Lane, Priyam Dalmiya
Kolkata - 700 069 Partner
Date : 30thMay,2018 Membership No. 303794

ANNEXURE ‘B 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")

(Referred to Paragraph 2(f) of Report on Other Legal and Regulatory Requirements of our Report of even date)

We have audited the internal financial controls over financial reporting of J J Exporters Ltd ("the Company") as of 31st March, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibilityfor 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 Unit 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 Units 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

Ourresponsibility 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 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 overfinancial 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 offinancial reporting and the preparation offinancial 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 offinancial 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 Lihala & Co.
Chartered Acccountants
(Firm ICAI Regd. No. 315052E)
Place: 11,CrookedLane,
Kolkata - 700 069 Priyam Dalmiya

Partner

Date : 30thMay,2018 Membership No. 303794