Poona Dal and Oil Industries Ltd Auditors Report.

To,

The Members,

Poona Dal and Oil Industries Limited,

Pune.

Report on the Financial Statements

We have audited the accompanying financial statements of Poona Dal and Oil Industries Limited, which comprise of the Balance Sheet as at 31st March, 2018 and also the Statement of Profit and Loss along with the Cash Flow Statement for the year ended on that date annexed there to, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys Board of Directors are responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 provisions 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 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 there under.

We conducted our audit in accordance with standards on auditing issued by the Institute of Chartered Accountants of India and 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 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 effectiveness of the companys internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information as required by the Companies Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2018.

ii) In the case of Statement of Profit and Loss of the Profit for the year ended 31st March, 2018.

iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

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 Companies act, 2013, we give in the Annexure A, a statement

on the matters specified in paragraph 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 accounts as required by law have been kept by the company so far as it appears from our examination of these books.

c) The Balance Sheet and Statement of Profit and Loss Account and Cash flow statement dealt with by the Report are in agreement with the books of accounts.

d) In our opinion, the Statement of Profit and Loss Account and the Balance Sheet comply with the accounting standards specified under section 133 of the Companies Act, 2013 read Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representation received from the directors as on 31st March, 2018, and taken on record by the Board of Directors, none of the director is disqualified as on 31st March, 2018 from being appointed as a director in terms of section 164(2) of the Act.

f) As required under clause (i) of sub-section 3 of Section 143 of the companies Act, 2013, we give the report on internal financial controls over financial reporting in the Annexure B, a statement on the matters and statement on inherent limitations.

g) With respect to the other matters included in the Auditors Report and to the best of our information and according to the explanations given to us :

1) The Company does not have any pending litigations which would impact its financial position.

2) The Company did not have any long term contract including derivatives contracts for which there were any material foreseeable losses.

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

For M/s. A. H. Gandhi & Associates
Chartered Accountants
(Firm Registration No. 136429W)
Sd/-
CA Ashish H. Gandhi
Place: - Pune Proprietor
Date: - 22ndMay, 2018. (Membership No. 154443)

Annexure A to the Independent Auditors Report

The Annexure A referred to in our report to the members of Poona Dal and Oil Industries Limited on the standalone Ind AS financial statements for the year ended as on 31st March, 2018. We report that:

1) a) The company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) We are informed that, the company has regular program of physical verification of its fixed assets by which fixed assets are verified in phase manner over period of five years. In accordance with this program, certain fixed assets verified during the year and no material discrepancies were noticed on such verification by the management. In our opinion this periodicity of physical verification is reasonable having regard to size of the company and nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on physical verification of fixed assets. During the year company has disposed old plant and machinery having gross block of INR 2,44,57,252/-.

c) According to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company except leasehold properties situated at shikrapur and kurkumbh.

2) a) The Management of the company is maintaining proper records of inventory. We are informed that, the physical verification of inventory has been conducted during the year at reasonable intervals by the management. No material discrepancies were noticed on physical verification of inventory as compared to book records.

3) The company has not granted any loans secured or unsecured to the companies, firms, Limited liability partnership or other parties covered in the register maintained under section 189 of the Companies Act.

a) As loans has not been granted to the parties covered in the register maintained under section 189 of the Companies Act; this clause is not applicable.

b) As loans has not been granted question of repayment does not arise hence; this clause is not applicable.

c) There is no overdue amount in respect of loan granted to the bodies corporate listed in the register maintained u/s 189 of the Companies Act 2013.

4) In our opinion and according to the information and explanation given to us, the company has complied with provisions of section 185 and 186 of the Companies act 2013, with respect to loans and investment made.

5) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits during the year from the public as per directives issued by RBI and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and rules framed there under. Hence this clause is not applicable.

6) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148(1) of the Companies Act and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or not.

7) a) In our opinion & according to the information and explanations given to us; and on the basis of the records produced before us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, VAT, Customs Duty, Service Tax, GST, and any other material statutory dues applicable to it. There is no overdue amount payable for more than six months.

b) According to the information and explanations given to us there are no disputed dues of Income Tax, Wealth Tax, Custom Duty, Service Tax, except VAT/CST which have not been deposited on account of dispute; details of the same are mentioned below.

Particulars Amount (Rs.) Authority
CST 2008-2009 389934.00 Joint Commissioner of Sales Tax (Appeal)

8) The company does not have any outstanding over dues of any loan or borrowings to any financial institutions, banks, government or debenture holders during the year.

9) The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and also not availed any term loans outstanding during the year.

10) On the basis of our examination and according to the information and explanation given to us, no fraud by the company or on the company by its officers / employees has been noticed or reported during the course of our audit.

11) Company has paid / provided managerial remuneration in accordance with requisite approvals mandated by the provision of the section 197 read with schedule V of the companies Act, 2013.

12) In our opinion and according to the information and explanation given to us, the company is not niddhi company. Hence this clause of the Order is not applicable.

13) According to the information and explanation given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14) According to the information and explanation given to us and based on our examination of the 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.

15) The Company has not entered into non-cash transactions with directors or persons connected with them.

16) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For M/s. A. H. Gandhi & Associates
Chartered Accountants
(Firm Registration No. 136429W)
Sd/-
CA Ashish H. Gandhi
Place: - Pune Proprietor
Date: - 22ndMay, 2018. (Membership No. 154443)

Annexure B to the Independent Auditors Report

The Annexure B referred to in our report to the members of Poona Dal and Oil Industries Ltd. for the year ended as on 31st March, 2018. We report that:

Report on the Internal Financial Controls over Financial Reporting

We have examined the internal financial control over financial reporting of Poona Dal and Oil Industries Limited, as of 31st March, 2018 in conjunction with our audit of 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 (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 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 statements, 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 GuidanceNote 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 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 judgment, 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

(a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) 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 authorizations of management and directors of the company; and

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized 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, 2018, 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.

For M/s. A. H. Gandhi & Associates
Chartered Accountants
(Firm Registration No. 136429W)
Sd/-
CA Ashish H. Gandhi
Place: - Pune Proprietor
Date: - 22ndMay, 2018. (Membership No. 154443)