Neil Industries Ltd Auditors Report.

TO THE MEMBERS OF NEIL INDUSTRIES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of NEIL INDUSTRIES LIMITED ("the company"),which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the 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 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 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 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 internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 audit opinion on the financial statements.

Opinion

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

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2018, (b) In case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and (c) In case of the Cash Flow Statement, for the year ended on that date.

Emphasis of Matters

Our opinion is not modified in respect of these matters.

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 statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 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, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company. f) On the basis of written representations received from the directors as on 31 March 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act. g) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")- is enclosed as annexure to this report. h) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014: i) The Company does not have any litigations which would impact its financial position. ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses. iii) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

For RANJIT JAIN & CO.
Chartered Accountants
(FRN : 322505E)
Place: Kolkata CA ALOK JAIN
(Partner)
Date: 29.05.2018 Memb No. 062283

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF NEIL INDUSTRIES 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 the internal financial controls over financial reporting of M/s NEIL INDUSTRIES LIMITED" as of 31.03.2018 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. 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 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 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 I/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 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

For RANJIT JAIN & CO.
Chartered Accountants
(FRN : 322505E)
Place : Kolkata CA ALOK JAIN (Partner)
Date : 29.05.2018 Memb No. 062283

ANNEXURE TO THE AUDITORS REPORT

COMPANIES (AUDITORS REPORT) ORDER, 2016 for NEIL INDUSTRIES LIMITED

On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that:

(i) In respect of fixed assets & immovable properties:

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

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

(ii) In respect of Inventory:

(a) The physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) The company has not granted any loans, secured or unsecured to companies, firms, LLPs, or other parties covered in the register maintained under section 189 of the Companies Act,

(iv) In respect of loans, investments guarantees and security, the provisions of section 185 and 186 of the Companies Act, 2013 have been complied with..

(v) The company has not accepted deposits, during the relevant year.

(vi) The maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act is not required by the company.

(vii) In respect of Statutory Dues:

(a) The Company is regular in depositing undisputed statutory dues including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT),

Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues to the appropriate authorities.

(b) An Income Tax demand of Rs. 26,64,940 is outstanding with respect to A.Y. 2009-10 against order u/s 148 of the I T Act. An appeal has already been filed against the demand with the Commissioner of Income Tax (Appeals). The provision for payment has not been provided as the appeal proceedings are yet to be completed.

(c) An Income Tax demand of Rs. 2,51,940 is outstanding with respect to A.Y. 2013-14 against order u/s 143(3) of the I T Act. The rectification petition has been filed with the Income tax department for non receipt of credit of TDS.

(d)An Income Tax demand for Rs 75,51,090 is outstanding with respect to A.Y 2014-15 against order u/s 143(3) of the I T Act. An appeal has already been filed against the demand with the Commissioner of Income Tax ( Appeals ).

(e) An Income Tax demand for Rs 1,74,990 is outstanding with respect to A.Y 2015-16 also, against order u/s 143(3) of the I T Act. An appeal has already been filed against the demand with the Commissioner of Income Tax (Appeals).

(viii) The company has not defaulted in repayment of Loans & Borrowings to a financial institution, Bank, Government or dues to debenture holders.

(ix) No money has been raised by the way of initial public offer or further public offer (including debt instruments) and term loans during the year.

(x) No fraud by the company or any fraud on the company by its officers/employees has been noticed or reported during the year.

(xi) The managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act, 2013.

(xii) The provisions regarding the Nidhi company is not applicable to the reporting company.

(xiii) The 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 etc. as required by the applicable accounting standards.

(xiv)The company has not made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review.

(xv) The company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) The company is a registered NBFC having the certificate of registration No. B – 05.04372 since 14.09.2001. However, For the year 2017-2018, the company is not required to get itself registered under section 45-IA of the RBI Act 1934, as the company has not met the 50-50 criteria as applicable over the NBFC regarding financial assets and income. However this shift in income pattern of the company is a temporary one and will not affect the principal business of the company.

For Ranjit Jain & Co.
Chartered Accountants
FRN : 322505E
Date: 29.05.2018
Place : Kolkata
CA ALOK IAIN
Memb No. 062283