Jyoti Structures Ltd Auditors Report.

TO

THE MEMBERS OF

JYOTI STRUCTURES LIMITED

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Jyoti Structures Limited (the Company), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information in which are incorporated returns for the year ended on that date audited by the branch auditors of the Companys branches at Bangladesh, Bhutan, Dubai, Egypt, Georgia, Kuwait, Kenya, Rwanda, South Africa, Tajikistan, Tanzania, Tunisia and Uganda.

MANAGEMENT’S RESPONSIBILITY FOR THE 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 accounting records, relevant to the preparation and presentation of the 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 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Companys 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 Companys Directors, as well as evaluating the overall presentation of the financial statements.

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

BASIS FOR QUALIFIED OPINION

a) As on 31st March, 2016, the trade receivables of the Company include amount of 7,045.80 Lacs outstanding from a Joint Venture (JV) company, namely Lauren Jyoti Private Limited (LJPL). Further an amount of Rs. 5,507.00 Lacs was paid by the Company on account of bank guarantee encashed by a customer of LJPL, which is considered receivable from the said JV. The other outstanding from LJPL are Rs. 2,534.03 Lacs including interest on the outstanding amounts for the current year amounting to Rs. 1,356.38 Lacs. As informed to us, the financial statements of the JV are not available since the last three financial years. Considering the fact that the financial statements of the JV are not available and it is not regular in repayment of the above outstanding, we are not able to comment on the recovery of the debt and impact of the same on the financial statements of the Company for the year.

b) The Company has invested Rs. 500 Lacs in 50 Lacs equity shares of LJPL. The financial statements of that company for the last three financial years are not made available to us. As per the last audited financial statements made available for the year ended on 31st March, 2013, the net worth of that company is fully eroded. The Company has not made any provision for the diminution in the value of this investment. Due to this non-provision, the loss of the Company for the year is understated by Rs. 500 Lacs and reserves of the Company are overstated by the same amount.

c) During the year, bank guarantees given by the Company for performance amounting to Rs. 1,823.01 Lacs were encashed by a customer of the Company. The said amount has not been charged to the Statement of Profit and Loss of the Company though it has been the practice of the Company to charge such amounts in earlier years. We are informed that the Company will be initiating arbitration in respect of encashment of these guarantees and it is hopeful of recovering this money from the customer. We are unable to comment on the recoverability of this amount.

d) As mentioned in clause 29 of note no. 31 to the standalone financial statements, the Company has during the year not provided a part of the interest on the outstanding loans as claimed by certain banks amounting to Rs. 3,929.79 Lacs, since the management is of the opinion that the banks have charged excessive interest and the excess interest will be waived by the banks. We are unable to comment on the impact of the same on the financial statements.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 31st March, 2016; and its loss and its cash flows for the year ended on that date.

EMPHASIS OF MATTER

a) We draw attention to clause 10 of note no. 31 to the standalone financial statements regarding investment of Rs. 6,000.65 Lacs in the equity shares of its wholly owned subsidiary company, namely Jyoti International Inc. (JII). As on 31st March, 2016, the Company has also advanced loan of 7,647.53 Lacs to JII. Due to the losses incurred, the net worth of that company is fully eroded on that date. However, no provision for diminution in the value of the said investment or no provision for other outstanding amounts is made as the management is optimistic of turning around the business of that company.

b) The Company has also advanced loan of Rs. 802.43 Lacs to its step down subsidiary Jyoti Americas LLC and the other outstanding from it is Rs. 4,739.27 Lacs. Due to the losses incurred, the net worth of that company is fully eroded as on 31st March, 2016. However, no provision for the loan or the other outstanding amounts is made as the management is optimistic of turning around the business of that company.

c) We draw attention to clause 12 of note no. 31 to the standalone financial statements. The Company has made investment of Rs. 419/- in the equity shares of its subsidiary company, namely Jyoti Structures Africa (Pty) limited (JSAPL). As on 31st March, 2016, the Company has also advanced loan of Rs. 2,819.71 Lacs to JSAPL and the outstanding credit to that company is Rs. 3,026.60 Lacs. Due to the losses incurred, the net worth of that company is fully eroded on that date. However, no provision for diminution in the value of the said investment or no provision for other outstanding amounts is made as the management is optimistic of turning around the business of that company.

d) We draw attention to clause 13 of note no. 31 to the standalone financial statements stating that the Company has paid managerial remuneration which is in excess of the provisions of the section 197 read with Part II of Schedule V to the Act. by Rs. 61.07 Lacs, for the current year for which approval of shareholders and the permission of the Central Government is to be obtained and Rs. 43.04 Lacs for the previous year for which the permission of the Central Government is to be obtained.

e) As mentioned in clause 25 of note no. 31 to the standalone financial statements, the Company is facing financial crunch due to inadequate liquidity, which has resulted into delays in implementing contracted projects during the year. Such delay can result into future liability for the Company. The Company has made a provision of Rs. 1,300 Lacs for any such liability which in the view of the Company would be adequate. The matter being technical in nature, we are not able to comment on the same.

f) We draw attention to clause 30 of note no. 31 to the standalone financial statements, the Company has incurred substantial losses from its operations for the last few years which have eroded its networth substantially. This raises doubt about its ability to continue as a going concern. However, the management is of the opinion that on approval of Master Restructuring Agreement by the banks, the Company will be able to return to profitability over the next few years. Hence, the standalone financial statements have been prepared assuming that the Company and its subsidiaries will continue as a going concern. No adjustments are, hence, made in the standalone financial statement that might result from the outcome of this uncertainty.

Our opinion is not modified in respect of these matters.

Other Matters

We did not audit the financial statements/ information of fourteen branches incorporated in the standalone financial statements of the Company, whose financial statements/ financial information reflect total assets of Rs. 47,133.30 Lacs, as at 31st March

2016 and the total revenues of Rs. 88,144.41 Lacs, for the year ended on that date, as considered in the standalone financial statements. The financial statements/ information of these branches have been audited by the branch auditors, whose reports have been furnished to use, and our opinion, in so far as it relates to amounts and disclosures included in respect of these branches, is based solely on the reports of such branch auditors.

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 the 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) Except for the possible effects of the matters stated in clause (a) and (b) of Basis for Qualified Opinion, 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 except for the possible effects of the matters stated in clause (a) and (b) of Basis for Qualified 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us;

c) The reports on the accounts of the branch offices of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us;

e) In our opinion, the aforesaid 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;

f) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

g) On the basis of written representations received from the directors as on 31st March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of section 164(2) of the Act;

h) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B and

i) 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 referred to in clause 2 of note no. 31 to the standalone financial statements;

ii) Subject to our comments in clause (e) of Emphasis of Matter, the Company has made provisions as required under the applicable law or accounting standards for material foreseeable losses, if any, on long term contracts including derivative contracts. Refer to clause nos. 24 and 25 of note no. 31 to the standalone financial statements;

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

For R. M. AJGAONKAR & ASSOCIATES

Chartered Accountants

Firms Registration Number: 117247W

KOMAL SEVAK

Partner

Membership Number: 143685

Place: Mumbai

Date: 30th May, 2016

ANNEXURE A TO AUDITORS’ REPORT

Re: Jyoti Structures Ltd.

The Annexure referred to in our Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2016;

1) a) The Company has maintained proper records showing full particulars, including the quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physically verified by the management in a phased periodic manner during the year, which in our opinion is reasonable having regards to the size of the Company and the nature of the assets. No material discrepancies have been noticed on such verification.

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

2) The inventories have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable. As explained to us, the discrepancies noticed on verification of inventories have been properly dealt with in the books of accounts.

3) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies the Act, 2013.(the Act) Therefore, the provisions of paragraph 3(iii) of the Order are not applicable to the Company.

4) As per the information and explanations given to us and on the basis of records examined by us, we are of the opinion that the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans given and investments made.

5) The Company has accepted deposits from public in the year immediately preceding the previous year. As per the information and explanation given to us and based on the records examined by us, we are of the opinion that the directives issued by Reserve Bank of India and provisions of section 73 to 76 and other relevant provisions of the Act, and the rules framed there under, as applicable, have been complied with, except as stated hereunder:

a) The deposits required to be maintained during the year as per section 73(2)(c) of the Act, read with proviso to Rule 13 of the Companies (Acceptance of Deposits) Rules, 2014, which have been utilised by the Company for repayment to the deposit holders; and

b) The payments of interest and repayments of deposits have been made with some delays in some cases. However, all such payments have been made on or before 31st March, 2016.

As per the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or other tribunal against the Company in respect of the deposits.

6) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

7) a) According to the records of the Company and as per the information given to us, the Company is regular in depositing undisputed statutory dues of Sales Tax, Duty of Custom, Duty of Excise, Cess and other statutory dues with the appropriate authorities, wherever applicable during the year. However, deposits of Provident Fund, Employees State Insurance, Income Tax, Service Tax, Value Added Tax and Octroi are not regular.

As per the information and explanations given to us and the records examined by us, the details of undisputed statutory dues which are outstanding as on the last day of the concerned financial year for more than six months from the date they become payable are as under:-

(Rs. in Lacs)

Particulars Amount due
i) Provident Fund and Employees State Insurance 184.36
ii) Octroi 25.96
iii) Income Tax - Self Assessment Tax 3,715.00
iv) Income Tax - Dividend Distribution Tax 5.09
v) Income Tax - Tax Deducted at Source 855.94

b) As explained to us and according to the records of the Company, the outstanding disputed statutory dues on account of Income Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise or Value Added Tax are as follows: -

Type of the Statute Nature of Dues Amount (Rs. in Lacs) Financial year to which the amount relates Forum where dispute is pending
i) Sales Tax Tax and Interest 32.68 Various years between 1995-96 to 1998-99 Appellate Tribunal
ii) Entry Tax Tax and Interest 18.86 2004-05 and 2005-06 Appellate Tribunal
iii) Commercial Tax Tax and Interest 70.34 2006-07 Revision Board
iv) Income Tax Tax and Interest 75.48 2005-06 Income Tax Appellate Tribunal
v) Income Tax Tax and Interest 229.11 2006-07 Commissioner of Income Tax (Appeals)
vi) Income Tax Tax and Interest 3.21 2009-10 Income Tax Appellate Tribunal
vii) Income Tax Tax and Interest 30.30 2010-11 Income Tax Appellate Tribunal
viii) Income Tax Tax and Interest 4,418.44 2011-12 Income Tax Appellate Tribunal

8) According to the information and explanations given to us and based on the documents and records examined by us, in our opinion, the Company has defaulted in repayment of loans to Banks, Financial Institutions and dues to Debenture Holders. The details of the same are as follows: -

(Rs. in Lacs)

Sr No Particulars Period of Default Amount of Default as on 31st March, 2016
a) Banks - Repayment of Principal:
i) Allahabad Bank Various Dates from June2015 to March2016 3,394.57
ii) Bank Of India Various Dates from June2015 to March2016 17,820.00
iii) Bank Of Maharastra Various Dates from June2015 to March2016 5,515.80
iv) Central Bank of India Various Dates from June2015 to March2016 8,077.00
v) Canara Bank Various Dates from June2015 to March2016 8,773.09
vi) Corporation Bank Various Dates from June2015 to March2016 11,615.48
vii) Dena Bank Various Dates from May2015 to March2016 9,845.76
viii) ICICI Bank Various Dates from June2015 to March2016 10,634.00
ix) IDBI Bank Various Dates from June2015 to March2016 16,110.21
x) Indian Bank Various Dates from June2015 to March2016 11,534.32
xi) State Bank of Hyderabad Various Dates from June2015 to March2016 14,414.21
xii) State Bank of India Various Dates from June2015 to March2016 39,341.19
xiii) South Indian Bank Various Dates from June2015 to March2016 6,105.64
xiv) Syndicate Bank Various Dates from June2015 to March2016 3,130.01
xv) Union Bank of India Various Dates from June2015 to March2016 8,188.79
xvi) UCO Bank Various Dates from June2015 to March2016 11,335.88
xvii) Vijaya Bank Various Dates from June2015 to March2016 4,862.94
xviii) Standard Chartered Bank Various Dates from April2014 to March2016 13,541.00
xix) DBS Bank Various Dates from April2014 to March2016 6,345.00
xx) DBS Bank (ECB Loan) Various Dates from September2014 to March2016 4,772.56
xxi) EXIM Bank Various Dates from June2015 to March2016 2,884.90
b) Financial Institutions - Repayment of Principal:
i) Tata Capital Financial Services Limited Various Dates from June2015 to March2016 318.28

Sr No Particulars Period of Default Amount of Default as

on 31st March, 2016

ii) Mahindra & Mahindra Various Dates from June2015 to March2016 105.70

Financial Services Limited

iii) Reliance Capital Limited Various Dates from June2015 to March2016 60.92

c) Debenture holders - Various dates from October15 to March16 1,489.53

Payment of Principal and Interest

9) According to the information and explanations given to us and on the basis of examination of the relevant records, prima facie, it appears that the term loans are applied for the purpose for which they are obtained.

10) According to information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.

11) According to the information and explanations given to us and on the basis of our examination of relevant records, the Company has paid or provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act, except:

(Rs. in Lacs)

Payment to Amount paid/ provided in excess of the limits prescribed Amount due for recovery as at the balance sheet date Steps taken to secure the recovery of the amount Remarks
Whole Time Director- K. R. Thakur 61.07 Nil N.A Permission of the Central Government is to be obtained for such excess payment which pertains to the financial year 2015-16.

12) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of paragraph 3(xii) of the Order are not applicable to the Company.

13) According to the information and explanations given to us and on the basis of our examination of relevant records of the Company, we report that all transactions with the related parties are in compliance with section 177 and 188 of the Act, and the details have been disclosed in the financial statements etc., as required by the applicable accounting standard.

14) As per the information and explanations given to us and based on our examination of relevant 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 under review. Therefore, the provisions of paragraph 3(xiv) of the Order are not applicable to the Company.

15) As per the information and explanations given to us and based on our examination of relevant records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Therefore, the provisions of paragraph 3(xv) of the Order are not applicable to the Company.

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

For R. M. AJGAONKAR & ASSOCIATES

Chartered Accountants

Firms Registration Number: 117247W

KOMAL SEVAK

Partner

Membership Number: 143685

Place: Mumbai

Date: 30th May, 2016

ANNEXURE B

TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF JYOTI STRUCTURES LIMITED

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 Jyoti Structures Limited (the Company) as of 31st March, 2016 in conjunction with our audit of the 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 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 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 the 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 Act.

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 and the Standard 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 internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by 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 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 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 the 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 misstatement 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 controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

QUALIFIED OPINION

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at 31st March, 2016:

a) The Company is not having a full-fledged ERP system to manage different operational activities. Accordingly, many of the operations, which would have been taken care by system, require manual intervention and to that extent there are limitations in control system and processes.

b) The Company needs to strengthen controls to ensure correct and complete accounting by conducting reconciliations between SAP postings and physical documents as well as entries posted vis-a-vis trackers maintained.

The discrepancies noticed due to the above weaknesses, were, however, rectified by the year end with manual intervention.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the effects/ possible effects of material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as of 31st March, 2016, 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 issued by ICAI.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the 31st March, 2016 standalone financial statements of the Company, and these material weaknesses do not affect our opinion on the standalone financial statements of the Company.

For R. M. AJGAONKAR & ASSOCIATES

Chartered Accountants

Firms Registration Number: 117247W

KOMAL SEVAK

Partner

Membership Number: 143685

Place: Mumbai

Date: 30th May, 2016