Vardhman Concrete Ltd Auditors Report.

To.

The Members of

Vardhman Concrete Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of VARDHMAN CONCRETELIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, the statement of profit and Loss (Including other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended, and notes to the financial statements, including a summary of the 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 standalone 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 March 31, 2018, and profit/loss,(changes in equity) and its Cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (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

Key Audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Managements Responsibility for the Standalone Financial Statements

The Management and Board of Directors of the Company are responsible for the matters stated in section 134(5) of the Companies Act, 2013("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other Comprehensive Income, cash flows and changes in the Equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. 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 responsible and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a 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. That Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the audit of the Financial Statements

Our responsibility is to express an opinion on these standalone financial statements based on our audit. 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.

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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the

Companys management and Board of Directors, as well as evaluating the overall presentation of the standalone 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give 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, 2018, its loss, total comprehensive income, its cash flows and change in equity for the year ended on that date

Emphasis of Matter

a) The Company has prepared their accounts on "going concern" basis. Attention of the members is invited to Note XXII regarding the financial statements of the Company having been prepared on a going concern basis, notwithstanding the fact that its net worth is completely eroded. However, as explained by the management, the Company has large order in hand hence its ability to continue, inter-alia, is dependent on the generation of Cash flow, profits from their execution and on the Companys ability to infuse requisite funds for meeting its obligations.

b) Short Term Loans & Advances includes of Rs 163.34 Lacs in respect of which the confirmations are not available with the company. These items are under close & constants recovery of management. The Management is hopeful about the recovery of the same; hence no provision has been considered necessary by the management. (Refer Note No. R-Miscellaneous).

c) In respect of Trade Receivables of Rs. 362. 80 lacs, the Company has filed legal suits for the recovery of the said amount. The management is hopeful about the recovery of the same; hence no provision has been considered necessary by the management. Consequential Impact of above on the Net worth and financial statements of the Company is presently not ascertainable, hence not quantifiable.

d) There are certain claims and matters under arbitration which may have significant impact on the net worth and the Financial statements of the Company.[Refer Note H-Provision &Contingent Liability].

e) The amount in respect of other current assets, trade payables, unsecured loans and other current liabilities are subject to confirmations and reconciliations thereof, if any, Consequential Impact of above on the net worth and financial statements of the Company is presently not ascertainable, hence not quantifiable.

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 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 further 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. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance sheet, the statement of profit and Loss including other comprehensive Income, the cash Flow statement and statement of change in Equity dealt with by this Report are in agreement with the books of accounts;

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

e. 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 is disqualified as on March 31,2018, 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. In our opinion and to the best of our information and according to the explanation given to us, we report as under with respect to other matters to be included in the Auditors Report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company has disclosed the implication of pending litigations on its financial position in its standalone financial statement. Refer Note 1 (II) H to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

FOR Amar Bafna & Associates
Chartered Accountants
FRN: 114854W
Sd/-
Amar Bafna
Date: 30th May, 2018 Partner
Place: Mumbai M. No. : 048639

Annexure "A" to the Auditors Report

The Annexure referred to in Independent Auditors Report to the members of the company on the standalone financial statements for the year ended 31st March, 2018, we report that:

(i) (a) The Company is in the process of updating records showing full particulars, including quantities details and situation of Fixed Assets.

(b) As explained to us by the management, the some of the assets have been physically verified at the end of the period at various sites by the site-in charge and no major discrepancies were noticed to the extent available records. The frequency of verification needs to be strengthened considering the size and the nature of the business of the Company.

(c) According to the information and explanations given to us and on the basis of examination of the records of the company, the title deed of immovable properties are held in the name of the Company.

(ii) The company does not have any inventories hence this clause is not applicable.

(iii) In our opinion and according to the information and explanations given to us, the Company has not given loan to any party covered in the register maintained under section 189 of the Companies Act.

(iv) In our opinion, and according to the information and explanations given to us, the company has not given any loans, guarantees and made any investments to which provision of Section 185 and 186 of the Companies Act applies.

(v) According to the information and explanations given to us, the Company has not accepted deposits as referred to in the directives issued by the Reserve Bank of India and the provisions of the section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) As per the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under section 148 of the Companies Act in respect of any products of the Company.

(vii) (a) In our opinion and according to the explanation and information given to us the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Tax Deducted at Source, Service Tax and other statutory dues wherever applicable. The details of undisputed statutory dues (excluding interest) outstanding for a period of more than six months from the date they became payable are as under:

Name of the statute

Period to which the Amount

Amount

Relates

(in Rs.)

a) Maharashtra Value Added Tax

FY 2010-11

1,11,734

b) Service Tax

FY 2010-11

34,18,521

c) Service Tax

FY 2011-12

1,21,720

Total

36,51,975

(b) According to the information and explanation given to us, there are no amount of disputed statutory dues which has not been deposited with the concern authority except the following:-

Name of the statute Period to which Name of the Forum the Amount where case is

Amount (in Rs.)

Relates pending
a) Maharashtra Value Added Tax FY 2010-11 Sales Tax (Appeal), Mumbai

1,76,36,073

(viii) In our opinion and according to the information and explanations given to us, the company has neither obtained any loan from financial institution and bank nor issued any debenture. Accordingly, paragraph 3(viii) of the order is not applicable.

(ix) In our opinion and according to the information and explanations given to us, the company has not raised any money by the way of public issue/ follow-on offer (including debt instrument) and term loan. . Accordingly, paragraph 3(ix) of the order is not applicable.

(x) In our opinion and according to information and explanations given to us, we have not found any fraud by the company or any fraud on the company by its officer/ employees.

(xi) In our opinion and according to the information and explanations given to us, the company has not paid/provided any managerial remuneration during the year.

(xii) Company is not the Nidhi Company so provision requiring to maintain ratio of net own fund to liability does not apply. Accordingly, paragraph 3(xii) of the order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, all the transaction with related party are in compliance with Section 188 and 177 of Companies Act, 2013. Relevant details have been disclosed in note no 22 to accounts as per disclosure requirements of accounting standards and Companies Act, 2013.

(xiv) In our opinion and according to the information and explanations given to us, the company has not made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review.

(xv) In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or any person connected with him. Accordingly, paragraph 3(xv) of the order is not applicable.

(xvi) The company is not NBFC according to section 45-IA of the RBI Act, 1934 so it does not need to obtain registration under the said Act.

FOR Amar Bafna & Associates
Chartered Accountants
FRN: 114854W
Sd/-
Amar Bafna
Date: 30th May, 2018 Partner
Place: Mumbai M. No. : 048639