Om Metals Infraprojects Ltd Auditors Report.

To the Members of

OM METAL INFRAPROJECTS LIMITED Report on the Financial Statement

We have audited the accompanying standalone Ind AS financial statements of OM METAL INFRAPROJECTS LI MITED ("the Company"), which comprise the Balance Sheet as at March 31,2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated financial statements of Engineering, Hotel Divisions of the Company audited by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such division is based solely on the report of other auditors.

Managements Responsibility for the Standalone Ind AS 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 financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the 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 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 there under. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 whetherthe 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 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 accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the 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 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, of

a. the statement of Financial Position of the Company as at March 31,2018,

b. Statement of comprehensive income,

c. Statement of cashflows

d. Statement of changes in equity for the year ended on that date.

Other matter(s)

(i) We did not audit the financial statements of Four unincorporated integrated joint ventures/PF, included

in the standalone financial statements, whose financial statements reflect Companys net share in profit of Rs 1354.83 Lacs for the year ended 31 March 2018. These financial statements have been audited by other auditors whose audit reports have been furnished to us, by the management, and our opinion on the standalone financial statements of the Company for the year then ended to the extent they relate to the financial statements not audited by us as stated in this paragraph is based on solely on the audit reports of the other auditors. Our opinion is not qualified in respect of this matter.

(ii) We did not the audit the financial statements of companys overseas branch of Engineering Division located at Nepal reflecting Loss before tax of Rs. 22.26 Lacs for the year ended 31 March 2018, which are incorporated in Engineering Division. These financial statements are audited by branch auditor and certified by the Companys management, as reported by the Branch Auditor of the Engineering Division. In our opinion on the standalone financial statements of the Company for the year then ended to the extent they relate to the financial statements as stated in this paragraph is based solely on, on such management certified financial statements. Our opinion is not qualified in respect of this matter.

(iii) The Financial statements in connection with the trade receivables amounting to Rs. 57.57 Lacs which are subject matters of arbitration proceedings/ negotiations with the project authorities due to some disputes. The management of the company, keeping in view the status and the outcome of arbitration proceedings and the basis of which steps to recover these amounts are currently in process, is confident of recovering the aforesaid dues.Our report is not qualified in respect of these matters.

(iv) Standalone financial statements includes unaudited financial statement of joint operation Om-SPML J V Rawanda, for which we qualify the report.

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 1 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 belief were necessary for the purpose of our audit;

(b) I n 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 and proper returns adequate for the purposes of our audit have been received from the branches i.e. Engineering and Hotel Divisions of the Company not visited by us;

c) The report(s) on the accounts of the branch office(s) i.e. Engineering, & Hotel Divisions 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 byusin preparing this report.

d) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(f) On the basis of written representations received from the directors as on March 31,2018, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164 (2) of the Act;

(g) 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 ourseparate Report in "Annexure 2" to this report;

(h) 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 litigation on its financial position in its Financial Statement as referred in Note no44tothe Financial Statement.

ii. 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.

iii. There has been no delay in transferring amounts, required to be transferred, to the I nvestor Education and Protection Fund by the company.

Place: Delhi For Mahipal Jain & Co.
Dated: 30.05.2018 Chartered Accountants
Firm Registration No 007284C
{CA Priyank Vijay}
Partner
M.No.403547

ANNEXURE A TO THE AUDITORS REPORT

Annexure referred to in paragraph 1 under the heading of "Report on other legal and Regulatory requirements" of the independent Auditors Report on the Financial Statements of Om Metals Infra-projects Limited ("The Company") for theyear ended on 31st March 2018.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the Financial Statements of the Divisions of Engineering and Hotel of the Company we report that:

(i) In respect of fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details a nd situation of fixed assets.

b. The fixed assets were physically verified during the year by the management in accordance with a program of verification, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification as compared to books records.

c. The title deeds of all the immovable properties are held in the name of the com pany except for the below:

Name of Property Located at Carrying Value Title Deed in the name of
Industrial Land & Building Plot No A -37-38, A-21-22, B -26, Industrial Estate , Kota 3.00 Om Metals & Mineral P Ltd*
Industrial Land & Building Plot No B -131, IPIA, Kota - -- Om Structural India P Ltd**
Industrial Land & Building Special - 1, IPIA, Kota Land-2443.82 Building 282.83 Om Rajasthan Carbide Ltd**
Industrial Land & Building Special - 1A, IPIA, Kota Land-1876.18 Building - 47.89 Jupitar Manufacturing P Ltd**
Commercial Building NBCC Plaza, IVth Floor, Sector -11, Pushp Vihar, Saket, Delhi 2100.00 Pending for registration

*these are the earlier name of "the Company"

** immovable properties i.e. freehold/lease hold land and buildings are held in the name of the Company and such immovable properties has been transferred pursuant to the scheme of ama Igamation under section 391 to 394 of the Companies Act 1956, the transfer is through the order of the Honble High Court Rajasthan, Jaipurand are pending for registration in favor of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year. No materia I discrepancies were noticed on the physical verification.

(iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms, LLP or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly the provisions of clause 3(iii)(a), (b), and (c) of the order are not applicable to the company and hence not commented upon.

(iv) According to information and explanation given to us and based on the legal opinion obtained by the company that the company being a company engaged in the business of providing infrastructure facilities in terms of section 186, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantee and security as applicable.

(v) The Company has not accepted any deposits within the mea ning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the company, pursuant to the Rules made by the Central Govt., for the maintenance of cost records under sub section (1) of section 148 of the Companies Act, in respect of company and are of the opinion that, prima-facia, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a viewto determining whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-

tax service tax, GST, duty of customs, duty of excise duty, value added tax, cess have not been regularly deposited to the appropriate authorities there have been significant delay in large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year- end for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the company examined by us. The dues outstanding in respect of income-tax, sales-tax, service tax, duty of excise and Wealth Tax on account of any dispute, are as follows:

Nature of Dues

Forum where dispute is pending

Demand Amount

Amount paid under protest {Rs. in lacs.)

Period to which the amount relates

Nature of the Statute (Rs. in Lacs.)
Central Sales Tax Act, 1956. and Sales Tax/VAT Act of various states Sales Tax& Entry Tax Commissioner 241.51 0 1990-91, 2009-10 to 2011-12
(Appeals)/Tribunal
High Court 2003-04
16.91 0
Central Excise Act, 1944 Excise Duty Tribunal (CESTATE) 471.49 0 2009-10 to 2011-12
Commissioner(Appeal]and Showcase 2000-01 to 2014-15
605.34 21.5
Income Tax Act, 1961 Income Tax ITAT 1.91 1.91 2012-13 &. 2013-14
2007-08 to 2015-16
CIT Appeal 757.77 361.47 1995-96 & 1976-77
High Court 31.81 0
Service tax law, finance Act, 1994 Service Tax Commissioner 190.56 0 2003-04 to 2005-06
(Appeals)/Tribuna! & 2009-10 to 2011-
12
Wealth Tax Act. Wealth Tax ITAT 0.28 0.28 1992-1993
Kameng Income Tax CIT Appeal 14.97 3 2014-15

Note: 1) Amount as per demand orders including interest and penalty wherever mentioned in the order.

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loa ns were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 of the Act read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with section 177 and 188 of the Companies Act 2013 where applicable for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fuIly or partly convertibIe debentures.

(xv) Thecompanyhasnotenteredintoanynon-cashtransactionswithdirectorsorpersonsconnectedwiththem.

(xvi) Thecompany is not required to be registered under section 45-IAofthe Reserve Bankof India Act, 1934.

Place : Delhi For Mahipal Jain & Co.
Dated: 30.05.2018 Chartered Accountants
Firm Registration No 007284C
{CA Priyank Vijay}
Partner
M.No.403547