Rathi Graphic Technologies Ltd Directors Report.

To The Members,

RATHI GRAPHIC TECHNOLOGIES LIMITED

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of RATHI GRAPHIC TECHNOLOGIES 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 significantaccounting the policies and other explanatory information.

Managements Responsibility for the 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 and presentation of these Ind As financial statements that give a true and fair view of the financial position, financial performance and cash flows of the in accordance with the accounting principles generally accepted in India, including the Indian Accounting

Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Stands) 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 design, implementation and maintenance of adequate internal financialcontrols, 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 Our responsibility is to express an opinion on these IndAS 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 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

Ind AS financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the

Ind AS financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers the internal financial control relevant to the Companys preparation of the Ind AS financial 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 internal financial controls system over financial reporting and the 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 the Companys Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the IndAS financial statements.

Other Matter

In our opinion and to the best of our information and according to the explanation given to us, these financial statement do not comply with the IND AS prescribed under section 133 of the companies act 2013 .There fore we expresses a disclaimer opinion.

The working capital limit and term loan has become Non Performing asset during the FY 2017-2018. Banks has been initiated the proceedings under the provision of The Securitization and reconstruction of financial statement and enforcement of security Interest

(SARFAESI) Act,2002

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements do not give the information required by the Act in the manner so required and not give a true and fair view in conformity with the accounting principles generally accepted in India: a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2018; b) In the case of Statement of Profit & Loss of the

Loss for the year ended on the date; c) In the case of Cash Flow Statement of the cash flows for the year ended on the date.

In our opinion, to the best of our information and according to the explanation given to us, the aforesaid financial statements are not give the information required by the Act in the manner so required and not 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 31 March, 2018.

Report on Other Legal and Regulatory Requirements

1. In our opinion and to the best of our information and according to the explanation given to us, 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 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 Companies Act, 2013, 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 the cash flow statement dealt with by this Report are in agreement with the books of account; d. in our opinion, the aforesaid Ind AS financial statements does not comply with the

Accounting Standards specified under Section

133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 , as amended. e. on the basis of the 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; f. 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 our separate Report in "Annexure B". g. 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 litigations on its financial position in its financial statement. Refer to the note of the financial statement.

ii. the Company has made necessary provision in its financial statements under the applicable law or accounting standards, wherever required; iii. There is no amount which is required to be transferred to the Investor Education and protection funds by the Company. Hence there is no question of delay arise.

For Shalin Poddar & Associates

Chartered Accountants

Firms Registration No.020397C

(Shalin Poddar)

Partner

Membership No. 515616

Date: 29th May 2018 Place: New Delhi

Annexure ‘A to Independent Auditors Report

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

1. In respect of Fixed assets: a) The company has not updated proper records showing full particulars, including quantitative details and situation of the fixed assets. b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programmed of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification and the same have been properly dealt with in the books of accounts. c) As per the records and information and explanations given to us title deeds of immovable properties are in the name of company.

2. In respect of its inventory: a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at regular intervals by the Management. b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

3. According to the information and explanation given to us, the Company has not granted any loans to companies, firms, limited liabilities partnership or other parties covered in the Register maintained under Section 189 of the Companies Act,2013; and therefore paragraph 3(iii) of the Order is not applicable.

4. The Company has not made any transaction in respect of loans covered under section 185 of the Companies Act 2013 and in respect of loans, investments, guarantees and security covered under section 186 of the Companies Act, 2013, the provisions of the said section 186 have been duly complied.

5. The Company has not accepted any deposits from the public and consequently, the directives issued by Reserve Bank of India, the provisions of sections 73 to 76 of the Companies Act, 2013 and rules framed there under are not applicable.

6. In accordance with the information given by the management the maintenance of cost records has not been prescribed by the Central Government under section 148 (1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 for the goods/ products manufactured by the Company.

7. According to the records of the Company and information and explanations given to us, the company has generally been regular in depositing the undisputed statutory dues, including Provident fund, Employees State Insurance(ESI),Investor Education and Protection Fund, Income tax, Tax deducted at source, Professional Tax, Sales tax, Value Added Tax (VAT), Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable with the appropriate authorities.

According to the information and explanations given to us,undisputed amounts of Rs 57,15,942 payable in respect of duty of excise and VAT were in arrears as at 31st March 2018 for a period of more than six month from the date they become Payable.

Particulars

Amount (Rs)

Period to which amount relates
Delhi Vat

28,84,462

Upto June-2017
Rajasthan vat

24,91,588

Upto June-2017
UP Vat

2,21,105

Upto June-2017
Excise Duty

1,18,787

Upto June-2017
Total

57,15,942

Upto June-2017

According to the information and explanations given to us, there are no material dues of duty of excise, duty of customs, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, VAT have not been deposited by the Company on account of disputes:

Name of the Statute

Nature of dues

Amount

Period to which amount relates

Forum where dispute is pending

Income tax Act

Income tax

2,92,14,759

AY 2013-14

CIT(A) Delhi

8. The working capital limit of Rs 7,97,29,492 and term loan of Rs 18,83,990 has become Non Performing asset during the FY 2017-2018. Banks has initiated the proceedings under the provision of

The Securitization and reconstruction of financial statement and enforcement of security Interest (SARFAESI) Act,2002

9. According to the information and explanations given to us, the Company has not raised any term loans and by way of further public offer during the year, hence clause 3 (ix) of the Order is not applicable.

10. According to the information and explanations given to us, no fraud by the company or no fraud on the Company by the Companys officers or employees has been noticed or reported during the year.

11. According to the information and explanations given to us and based on our examination of the records of the company, the Company has paid / provided for managerial remuneration, 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 and according to the information and explanations given to us, the company is not a Nidhi Company. Therefore, the provision of clause 3 (xii) of the Order are not applicable.

13. The transactions with the related parties made by the Company are in compliance with sections 177 and 188 of Companies Act 2013 where applicable and the details 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 and hence clause 3 (xiv) of the Order is not applicable.

15. According to the information and explanation given to us and based on our examination of the records of the Company, the company has not entered into any non- cash transactions with directors or persons connected with him and hence clause 3 (xv) of the Order are not applicable.

16. In our opinion and according to the information and explanation given to us ,the company is not required to be registered under section 45 IA of the Reserve Bank of India Act,1934.

For Shalin Poddar & Associates

Chartered Accountants

Firms Registration No. 020397C

(Shalin Poddar)

Partner

Membership No. 515616

Date: 29th May 2018 Place: New Delhi

"Annexure B" to the Independent Auditors Report of even date on the Financial Statements of RATHI GRAPHIC TECHNOLOGIES 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 internal financial controls over financial reporting of RATHI GRAPHIC TECHNOLOGIES

LIMITED ("the Company") as of March 31, 2018 in conjunction with our audit of the 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 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 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 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 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 Ind AS financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficientand 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 Ind AS 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 Ind AS 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 (3) 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 Ind AS 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 issued by the ICAI

For Shalin Poddar & Associates
Chartered Accountants
Firms Registration No. 020397C
(Shalin Poddar)
Partner
Membership No. 515616
Date: 29th May 2018
Place: New Delhi