Shashijit Infraprojects Ltd Directors Report.

To the Members of SHASHIJIT INFRAPROJECTS LIMITED,

Opinion

1. We have audited the accompanying financial statements of Shashijit Infraprojects Limited which comprises the Balance sheet as at March 31,2019, the statement of profit & loss and statement of cash flows for the year ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

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, of the state of affairs of the Company as at 31st March, 2019, and its profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the SAs specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

2. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter Auditors Response
Revenue recognition, presentation and disclosures in view of Accounting Standard 7- "Construction Contracts”: Procedures performed by the Principal Auditor:
The application of Accounting Standard-7 involves certain key judgments relating to the recognition of revenue and expenses by reference to percentage of completion method such as verifying whether the contract revenue is measured reliably, is it probable that the economic benefits associated with the contract will flow to the enterprise, the contract costs and the stage of contract completion can be measured reliably and the contract costs attributable to the contract can be clearly identified. We assessed the Companys process/controls/methods for contract revenue recognized in the period under consideration, the method used to determine it and the method used to determine the stage of completion of contracts in progress.
Management has relied upon the internal data provided by the respective Sites Project Managers for data relating to project i.e. Construction completed and as well recognized revenue and work in progress based upon data provided by Projects Managers. Besides obtaining an understanding of Managements processes and controls with regards to the above-mentioned aspects, our procedure included the following:
a) We evaluated the design of Internal Controls relating to implementation of the Accounting standard-7.
b) Tested the relevant information/ methods/procedure conveyed internally to the management relating to the work completed of contracts which are certified by Project Managers (Engineers).
c) We have also analyzed the data provided by the Project Managers with the data certified by customers subsequently.

Managements Responsibility for the Financial Statements

3. The Companys Board of Directors is responsible for matters stated 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 prescribed under Section 133 of the Act, as applicable. 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 that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing financial statements, management is responsible for assessing the companys ability to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

4. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

5. Identify and asses the risk of material misstatement of the financial statement, whether due to fraud or error, design and perform audit procedure responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omission, misrepresentations, or the override of internal control.

6. Obtain an understanding of internal control relevant to the audit in order to design audit procedure that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

7. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosure made by management.

8. Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the financial statements or, if such disclosure is inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

9. Evaluate the overall presentation, structure and content of the financial statement, including the disclosure, and whether the financial statements represent the underlying transactions and events in the manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, planned scope and timing of the audit and significant audit findings, including any significant deficiency in the internal control that we identify during our audit.

Report on Other Legal and Regulatory Requirements

10. 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 B" 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:

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.

a) 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.

b) 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.

c) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, as applicable.

d) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

e) 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 A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

f) 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 does not have any pending litigation which would impact its financial position.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) The company is not required to transfer any amounts to the Investor Education and Protection Fund.

For NPV & ASSOCIATES

Chartered Accountants

FRN No.129408W

Sd/-

Milan Chitalia Partner

M. NO: 112275

PLACE: VAPI

DATE: 29/05/2019

ANNEXURE- A

To the Independent Auditors Report

(Referred to in paragraph 10(e) under ‘Report on Other Legal and Regulatory Requirements of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting 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 Shashijit Infraprojects Limited (“the Company”), as of March 31,2019 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 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing 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 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 and the audit evidence obtained by the internal auditor in terms of his report, 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 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 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 changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, 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 31,2019, 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 of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For NPV & ASSOCIATES

Chartered Accountants

FRN No.129408W

Sd/-

Milan Chitalia Partner

M. NO: 112275

PLACE: VAPI

DATE: 29/05/2019

ANNEXURE-B

To the Independent Auditors Report

(Referred to in paragraph 10 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) In our opinion, physical verification of all the fixed assets are carried out at reasonable intervals by management however during the year no fixed asset verification was carried out. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) With respect to immovable properties of acquired land and buildings that are freehold, according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed/transfer deed/conveyance deed/court orders approving schemes of arrangements/amalgamations provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date. The company have not taken any land and buildings on lease.

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. As per information and explanation given to us no material discrepancies were noticed on physical verification.

(iii) 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 Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and accordingly the question of complying with Sections 73 and 76 of the Companies Act, 2013 does not arise. Further, the company has no unclaimed deposits as on date of commencement of the Companies Act, 2013 and hence, provisions of Sections 74 and 75 are not applicable. According to the information and explanations given to us, no Order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal on the Company.

(vi) The company is not required to maintain cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 in respect of specified products of the Company.

(vii) According to the information and explanations given to us, in respect of statutory dues and on the basis of our examination of the records of the Company, amount deducted/ collected/ accrued in the books of accounts in respect of undisputed statutory dues including Income Tax, Goods and Service Tax etc. are regularly deposited by the company with the appropriate authorities.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders.

(ix) During the year the Company has not raised any money by way of initial public offer or further public offer. In our opinion and according to the information and explanation given to us, the Company has utilized whole of monies raised by way of the term loans for the purpose for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given 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.

(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 read with Schedule V to the Companies Act, 2013. In respect of two wholetime directors and one managing director aggregate remuneration of Rs.41,40,000/- paid/provided during the year.

(xii) The Company is not a Nidhi Company and hence reporting under clause (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 Sections 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 fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or the person connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For NPV & ASSOCIATES

Chartered Accountants

FRN No.129408W

Sd/-

Milan Chitalia

Partner

M. NO: 112275

PLACE: VAPI

DATE: 29/05/2019

NOTES - 1

1. Corporate Information:

M/S. Shashijit Infraprojects Limited is a Public limited company formerly known as "Shashijit Infraprojects Private Limited" & "Shashijit Construction Private Limited" having its registered address at Plot No. 209, Shop No. 23, 2nd Floor, Girnar Khushboo Plaza, GIDC, Vapi, Gujarat 396195, CIN NO.: L45201GJ2007PLC052114 and PAN No. AALCS3256J engaged in the business of contractors and undertake related/allied activities.

2. STATEMENT ON SIGNIFICANT ACCOUNTING POLICIES

(a) Accounting Assumptions:

The financial statements have been prepared under historical cost convention on an accrual basis and in accordance with the generally accepted accounting principle and the applicable accounting standards specified in the Companies (Accounting Standards) Rules, 2014 and referred to in the Companies Act, 2013 unless otherwise specified.

(b) Use of Estimates:

The preparation of financial statement in conformity with generally accepted accounting principles requires the management to make estimates and assumptions that affects the reported balances of assets, liabilities, disclosure of contingent liabilities as on the reported date, and expenses and incomes during the reported period. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Any differences of estimated amount as compared to the actual amount get quantified in the period in which the same is settled.

(c) Costs and Benefits:

Unless otherwise specifically stated, Costs are charged to revenue in the year in which the benefits accrue to the Company and /or in the year in which the resultant assets are created and put to effective use.

(d) Fixed Assets:

Fixed assets are stated at historical cost of acquisition or construction less depreciation. All cost relating to the acquisition and installation of fixed assets net of Credit, discounts and rebates etc., are capitalized when it is probable that future economic benefits will flow and cost of items can be reliably measured in accordance with Accounting Standard10 on “Property, Plant & Equipment” as specified in the Companies (Accounting Standards) Rules, 2014 and referred in the Companies Act, 2013.

(e) Impairment of Assets:

The carrying amounts of assets are reviewed at each balance sheet date if there is an indication of impairment based on the internal and external factors. An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable amount. An impairment loss, if any, is charges to the Profit and Loss Account in the year in which the asset is identified as impaired. Reversal of impairment loss recognized in prior years is recorded when there is an indication that impairment loss recognized for the assets no longer exists or has been decreased.

(f) Depreciation:

Depreciation has been provided on the written down value method calculated on the basis of life prescribed in Schedule II to the Companies Act, 2013.

(g) Revenue Recognition.

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized:

i) Accounting for Revenue from “Construction Activity”:

Revenue/ Income from “Fixed Price Long Term Construction Contract “is recognized as revenue, in accordance with the requirement of accounting standard 7 (AS-7) on “Construction Contracts” issued by the Institute of Chartered Accountants of India, with reference to the stage of completion of the particular contract, as at the reporting date.

Determination of “Stage of Completion” for “Revenue Recognition” in accordance with AS-7: - Stage of Completion of a contract is determined on the basis of the proportion of contract cost incurred for work performed up to the reporting date bear to the estimated total contract cost.

Differential / Provisional Receivable on account of, additional revenue recognized in accordance with the above-mentioned policy is being separately disclosed as “Unbilled Revenue “under the head “Other Current Assets”.

Revenues earned are accounted net of liability on account of any related taxes or duties.

ii) Revenue from property development activity which are in substance similar to delivery of goods is recognized when all significant risks and rewards of ownership in the land and /or building are transferred to the customers and a reasonable expectation of collection of the sale consideration from customers exists.

(h) Leases:

Lease arrangement where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognized as operating leases.

(i) Valuation of Inventories:

Stock of Construction material at site is valued at cost or NRV whichever is lower. Cost of material includes the purchase cost (net of any taxes on which credits are received / receivable) and other incidental cost, to bring such material to its present location and condition.

(j) Provisions and contingencies:

A provision is recognized when the company has a present legal or consecutive obligation as a result of past event and it is probable that and outflow of the resources will be required to settle the obligations, in respect of which reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligations at the Balance sheet date.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require on outflow of resources. Where there is possible obligation or a present obligation in respects of which the likelihood of outflow or resources is remote, no provisions or disclosure is made.

No provision has been made for liabilities which are contingent in nature but if material, these are disclosed by way of note.

(k) Sundry Debtors, Loans and Advances:

Sundry debtors, loans and advances are not stated after making adequate provision for doubtful balances. Doubtful Debts / advances are written off in the year in which these are considered to be irrecoverable.

(l) Borrowing Cost:

Borrowing Costs that are attributable to tangible fixed assets are capitalized till the date of substantial completion of the activities necessary to prepare the relevant assets for its intended use.

(m) Taxation:

Provision for taxation is made in accordance with the income tax laws prevalent during the relevant assessment year after considering various admissible reliefs.

Deferred tax is recognized; subjects to the consideration of prudence, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax assets is recognized and carried forward only to the extent that there is reasonable certainty that there will be sufficient future taxable income to realize such assets.

(n) Employee Benefit:

(i) Short Term Employee Benefit like leave benefit are paid along with salary & wages on a month to month basis.

(ii) Liability on account of gratuity payable to employees on retirement benefits is accounted on payment basis.

(iii) Employer Contributions to Employee Provident Fund are charged to Profit & Loss Account during the year.

(iv) Bonus to employees are charged to profit & loss account, on the basis of actual payment on year to year basis.

(o) Earnings Per Share:

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity share holder by weighted average numbers of equity share outstanding during the year. The number of shares used in computing diluted earnings per shares comprises the weighted average number of shares considered for deriving basic earnings per share, and also the weighted average no of equity share which may issue on the conversion of all dilutive potential shares. Similarly, previous year E.P.S have been restated accordingly.

(p) Investments:

Long Term Investments are valued at cost unless there is a permanent diminution in the value of Investments. And Short-term Investments are valued at cost or NRV whichever is lower.