KKalpana Industries (India) Ltd Auditors Report.

TO

THE MEMBERS OF

KKALPANA INDUSTRIES (INDIA) LIMITED

Report on the Financial Statements

We have audited the accompanying Standalone inancial statements of Kkalpana Industries (India) Ltd. ("the Company") which comprise the Balance Sheet as at March 31, 2017,the Statement of Proit and Loss, h Cas Flow Statement for the year then ended, and a summary of signiicant accounting policies and otherplanatory ex information.

Management’s Responsibility for the Standalone Financial Statements

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 inancial statements that give true and fair view a of the inancial position, inancial performance and cash lows of the Company in accordance with the ccounting a principles generally accepted in India, including the Accounting Standards speciied 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 inancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the inancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone inancial 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 there under.

We conducted our audit in accordance with the Standards on Auditing speciied 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 inancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the inancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the inancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal inancial control relevant to the Company’s preparation f the inancial o statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate int ernal inancial controls system over inancial reporting and the operating effectiveness of such controls. An audit a lso includes evaluating the appropriateness of the 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 inancial stat ements. We believe that the audit evidence we have obtained is suficient and appropriate to provide a basis for our audit opinion on the Standalone inancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

Standalone inancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its Proit and its Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 ("the Order"), as amended, 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 speciied in paragraphs 3 and 4 of the Order.

As required by section 143 (3) of the Act, we report that: 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; 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; the Balance Sheet, the Statement of Proit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account in our opinion, the aforesaid Standalone inancial statements comply with the Accounting Standards speciied under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

On the basis of written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualiied as on March 31, 2017 from being appointeds a director in terms of Section 164 (2) of the Act.

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

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, in our opinion and to the best of our information and according to the explanations given to us:

The Company does not have any pending litigations which would impact its inancial position.

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

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Company has provided requisite disclosures in the standalone inancial statements as to holdings as well as dealings in Speciied Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the management.

For and on behalf of
B. MUKHERJEE & CO.
CHARTERED ACCOUNTANTS
Firm Registration No. 302096E
B. MUKHERJEE
Place: Kolkata PARTNER
Date: 30th May, 2017 (Membership No. 002941)

"Annexure A" to the Independent Auditors’ Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the inancial statements of the Company for the year ended March 31, 2017:

(1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of ixed assets; (b) The Fixed Assets have been physically veriied by the management in a phased manner, designed cover to all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the ixed asset has been physically veriied by the management during the year and no material discrepancies between the books records and the physical ixed assets have been noticed.

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

(2) The management has conducted the physical veriication of inventory at reasonable intervals.The discrepancies noticed on physical veriication of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

(3) The Company has not granted any loans, secured or unsecured to companies, irms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

(4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

(5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(6) As informed to us, the maintenance of Cost Records has been speciied by the Central Government under subsection (1) of Section 148 of the Act, in respect of the activities carried on by the company has been maintained. (7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2017 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute. (8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks.

(9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

(10) Based upon the audit procedures performed and the information and explanations given 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 year.

(11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial 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 Companies Act;

(12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

(13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

(15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

(16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For and on behalf of
B. MUKHERJEE & CO.
CHARTERED ACCOUNTANTS
Firm Registration No. 302096E
B. MUKHERJEE
Place: Kolkata PARTNER
Date: 30th May, 2017 (Membership No. 002941)

"Annexure B" to the Independent Auditor’s Report of even date on the Standalone Financial Statements of Kkalpana Industries (India) Ltd.

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 inancial controls over inancial reporting of Kkalpana Industries (India) Ltd ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone inancial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal inancial controls based on"the internal control over inancial 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 ICAI.These responsibilities include the design, implementation and maintenance of adequate internal inancial controls that were operating effectively for ensuring the orderly and eficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of eliable inancial r information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal inancial controls over inancial 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 inancial 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 inancial c ontrols over inancial reporting was established and maintained and if such controls operated effectively in all m aterial respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal inancial controls system over inancial reporting and their operating effectiveness. Our audit of internal ina ncial controls over inancial reporting included obtaining an understanding of internal inancial controls over inanc ial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the inancial statements, whether due to frau d or error. We believe that the audit evidence we have obtained is suficient and appropriate to provide a basis for our audit opinion on the Company’s internal inancial controls system over inancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal inancial control over inancial reporting is a process designed to provide reasonable assurance regarding the reliability of inancial reporting and the preparation of inancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal inancial control over inancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly relect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of inancial tatements 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

KKALPANA INDUSTRIES (INDIA) LIMITED

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the inancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal inancial controls over inancial 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 inancial controls over inancial reporting to future periods are subject to the risk that the internal inancial control over inancial 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 inancial controls system over inancial reporting and such internal inancial controls over inancial reporting were operating effectively as at March 31, 2017, based on the internal control over inancial 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 and on behalf of
B. MUKHERJEE & CO.
CHARTERED ACCOUNTANTS
Firm Registration No. 302096E
B. MUKHERJEE
Place: Kolkata PARTNER
Date: 30th May, 2017 (Membership No. 002941)