Manor Estates & Industries Ltd Directors Report.

TO MANOR ESTATES AND INDUSTRIES LIMITED

To

The Members,

Manor Estates and Industries Limited

1. Report on the Financial Statements

We have audited the accompanying financial statements of Manor Estates and Industries Limited which comprises the Balance Sheet as at 31st March 2020, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and summary of significant accounting policies and other explanatory information.

2. Managements responsibility for the Financial Statements and the statements annexed thereto

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 the Financial Statements that give a true and fair view of the financial position and financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India including Accounting Standards specified under Accounting Standards referred to in 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 Financial Statements and the statements annexed thereto that give a true and fair view and are free from material misstatements, whether due to fraud or error.

3. Auditors Responsibility

Our responsibility is to express an opinion on the said Financial Statements annexed thereto 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 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 of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend upon our judgment, including the assessment of risks of material misstatements of the Financial Statements, whether due to fraud and error. In making those risk assessments, we consider internal financial control relevant to the Companys preparation and fair presentation of the

Financial Statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Companys internal financial control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management as well as evaluating the overall presentation of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our information and according to the explanations furnished 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, of the state of affairs (financial position) of the company as at March 31, 2020, and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

5. Reporting under other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of the Section 143 of the Act, we enclose in the Annexure - A a statement on the matters specified in paragraphs 3 and 4 of the order to the extent applicable.

As required by Section 143(3) of the Act, we report that:

a. We have 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 and Statement of Profit and Loss dealt with by this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement comply with Accounting Standards specified under Section 133 of the Act.

e. On the Basis of the written representations received from the directors as on 31st March2020, taken on record by the board of directors, none of the directors is disqualified as on 31st March, 2020, from being appointed as 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 operative effectiveness of such controls, refer to our separate report in Annexure - B. Our report expresses an Unmodified opinion on the adequacy and the operating effectiveness of the Companys internal financial controls over financial reporting.

g. With respect to other matters to be included in Auditors Report in accordance with Rule 11 of 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 no pending litigations impacting its financial position.

ii. The company has no material foreseeable losses on long term contracts including derivate contracts.

iii. There are no amounts, as on 31st March 2020, which are required to be transferred to the Investor education fund by the company.

For Raju & Mahindra
Chartered Accountants
FRN : 003474S
Place: Hyderabad Sd/-
Date: 26th June, 2020 Mahindra Reddy
Partner-Memb No: 14927

"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 financial statements of the Company for the year ended March 31,2020:

1. a. The Company has maintained proper records of fixed assets showing full particulars, including

quantitative details and location.

b. The company has a regular program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were identified on such verification.

2. Physical verification has been conducted by the management at reasonable periods in respect of inventory. In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. No material discrepancies were noticed on physical verification of stocks of trading goods as compared to book records.

3. According to the information and explanations furnished 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 sections 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3 (iii), (iii) (a), (iii) (b) and (iii) (c) of the Order does not arise.

4. In our opinion and according to information and explanations furnished to us, the company has not granted any loans, or made any investments or provided any guarantees or security during the year to any of the parties specified in sections 185 and 186 of the Companies Act, 2013. Accordingly, reporting pursuant to the provisions of Clause 3 (iv) of the said Order does not arise.

5. In our opinion and according to the information and explanations furnished to us, the company has not accepted any deposits from public within the meaning of sections 73, 74, 75, and 76 of the Act and the Rules framed thereunder to the extent notified. Accordingly, reporting pursuant to the provisions of paragraph 3(v) or the Order does not arise.

6. The company is not required to maintain cost records under section 148 (1) of the Companies Act, 2013, for any of the products of the Company.

7. a. According to information and explanations given to us and on the basis of our examination of

the books of account, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including Service Tax, Goods and Service Tax, Excise Duty, Provident Fund, ESI and Income Tax Deducted at Source, Sales tax, and any other material statutory dues applicable to it.

b. According to the information and explanations given to us, details of disputed Income Tax and Sales tax which have not been deposited as on 31st March 2020 on account of any dispute are given below:

Name of Statute Nature of dues Amount (Rs. in Lackhs) Period to which the amount relates (Financial Year) Forum where dispute is pending
Income Tax Act, 1961 Income Tax 6.67 2009-10 Assistant Commissioner, Income Tax(CPC)

8. According to the information and explanations furnished to us, and based on the records examined by us, the company has not defaulted in repayment of borrowings to financial institutions and banks. The company has not issued debentures.

9. According to the information furnished to us, during the year under report, the company did not have any moneys raised from Initial Public Offering or Further Public Offering, that remained to be applied for the purposes for which they were raised. Accordingly, reporting pursuant to Clause 3(ix) of the Order does not arise.

10. To the best of our knowledge and according to the information and explanations furnished to us, no fraud by the company and no material fraud on the company by its officers or employees has been noticed or reported during the year.

11. No managerial renumeration was paid during the year.

12. The company is not a Nidhi company.

13. In our opinion and according to the information and explanations furnished to us, the company is in compliance with section 177 and 188 of the Companies Act, 2013, where applicable. The company has not entered into any transactions with related parties.

14. During the year the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

15. In our opinion and according to the information and explanations furnished to us, during the year, the company has not entered into any non-cash transactions, to which the provisions of section 192 of the Companies Act 2013 apply, with its directors or persons connected with them.

16. In our opinion, based on the information and explanations furnished to us, the company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934.

17. The company has accumulated losses at the end of the financial year, which is more than 50% of its net worth.

For Raju & Mahindra
Chartered Accountants
FRN:003474S
Place: Hyderabad Sd/-
Date: 26th June, 2020 Mahindra Reddy
Partner-Memb No: 14927

ANNEXURE - "B" TO THE INDEPENDENT AUDITORS REPORT

(Refer to paragraph 1(f) under Report on Other Legal and Regulatory requirements section of our report even date)

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 MANOR ESTATES AND INDUSTRIES LIMITED ("the company"), as of March 31, 2020 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 issued by the Institute of Chartered Accountants of India. 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. Those Standards and the Guidance 168 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 whether 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. 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. 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the 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 March 31, 2020, 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 the Internal Financial controls over financial reporting issued by the Institute of Chartered Accountants of India.

For Raju & Mahindra
Chartered Accountants
FRN:003474S
Place: Hyderabad Sd/-
Date: 26th June, 2020 Mahindra Reddy
Partner-Memb No: 14927