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ARSS Infrastructure Projects Ltd.

BSE: 533163 Sector: Infrastructure
NSE: ARSSINFRA ISIN Code: INE267I01010
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VOLUME 50265
52-Week high 86.25
52-Week low 38.75
P/E
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 52.00
Sell Qty 4679.00
OPEN 50.95
CLOSE 51.80
VOLUME 50265
52-Week high 86.25
52-Week low 38.75
P/E
Mkt Cap.(Rs cr) 118
Buy Price 0.00
Buy Qty 0.00
Sell Price 52.00
Sell Qty 4679.00

ARSS Infrastructure Projects Ltd. (ARSSINFRA) - Auditors Report

Company auditors report

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FOR THE FINANCIAL YEAR ENDED 2016- 2017

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

ARSS Infrastructure Projects Limited

Plot No 38 Sector – A Zone – D Mancheswar Industrial Estate

Bhubaneswar – 751010

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ARSS Infrastructure ProjectsLimited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agencies and authorized representatives during theconduct of Secretarial Audit We hereby report that in our opinion the company hasduring the Audit period covering the financial year ended on 31st March 2017complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter: We have examined the books papers minutebooks forms and returns filed and other records maintained by the Company for thefinancial year ended on 31st March 2017 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rules madethere under;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):-

1) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

2) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

3) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

4) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

5) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not Applicable during the period under review)

6) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

7) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not Applicable during the period under review) and

8) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not Applicable during the period under review)

vi. The Contract Labour (Regulation and Abolition) Act 1970 & Employee'sCompensation Act 1923 which is applicable specifically to the Company for the purpose ofreporting under this point as per the Management Representation Letter issued by theCompany of even date: We have also examined compliance with the applicable clauses of thefollowing:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The new Listing Agreement under SEBI (LODR) Regulations 2015 entered into by theCompany with Bombay Stock Exchange Limited on 2nd day of December 2015 &National Stock Exchange of India Limited on 2nd day of December 2015; Inrespect of Fiscal Laws we have relied on the Audit Reports made available during ouraudit for us to have the satisfaction that the Company has complied with the provisions ofsuch laws subject to the Qualification made there under.

During the period under review the Company has complied with the provisions of theCompanies Act 2013 The Securities Contracts (Regulation) Act 1956 Depositories Act1996 Foreign Exchange Management Act 1999 SEBI Act 1992 Listing Agreements &relevant and applicable Rules Regulations Guidelines Standards etc. made there under.We further report that there are various pending legal cases by and against the Companythe impact & contingency of which are not reasonably ascertained in our Report. Wefurther report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance withapplicable laws rules regulations and guidelines.

The Board of Directors of the company has revised the remuneration of Mr. SubashAgarwal & Mr. Rajesh Agarwal Directors wef 1st April 2016 which will beeffective only after the approval Central Government since the company is under loss/inadequate profit during the financial year under review. The Company has applied for theapproval of Central Government in Form MR-2 which is still pending before the CentralGovernment. The company had received Show cause Notices issued from the office of RegionalDirector Eastern Region and Registrar of Companies of Odisha at Cuttack pursuant to theinspection held under section 209(A) of The Companies Act 1956. Nine Sections out ofThirty Eight sections for which show cause notices were issued were compounded till 31stMarch 2017 and further Four sections were compounded as on date of this report. Furtherthe statutory dues for Provident Fund ESI VAT Entry Tax Service Tax and TDS aregenerally deposited after due dates.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Non-Executive Woman and Independent Directors. The changes in the compositionof the Board of Directors that took place during the period under review were carried outin compliance with the provisions of the Act. The Directors have complied with thedisclosure requirements in respect of their eligibility of appointment there beingindependent and compliance with the Code of Business Conduct & Ethics for Directorsand Management Personnel; Adequate notice is given to all directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent at least seven days in advanceand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board meetings are generally carried unanimously and dissentingmembers' views if any are captured and duly recorded in the minutes Book.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that During the Audit Period most of the specific events/actions/matters/compliances having a major bearing on the company's affairs referenceshall be taken to the Statutory Auditor's Report & Limited Review Report issued duringthe Audit Period in pursuance of all applicable laws rules regulations guidelinesstandards etc. Few of such major events are here under:-

1. Based on the recoverability of debtors and inventories management has written downthe debtors and inventories of some projects.

2. The Company has entered into One Time Settlement with SREI Equipment Finance Limitedtowards settlement of Debts of as on 28.03.2017 which is to be settled by way ofassignment of valid genuine and legally enforceable receivables. This report is to beread with our letter of even date which is annexed as Annexure A and form an integral partof this report.

Place : - Bhubaneswar For Deba Mohapatra & Co
Date : - 01/08/2017 Debadatta Mohapatra Partner
Company Secretary in practice
C.P. No:-4583

To

The Members

ARSS Infrastructure Projects Limited

Plot No. 38 Sector – A Zone – D Mancheswar Industrial Estate

Bhubaneswar – 751010

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour Audit.

2. We have followed the Audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the Management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place: - Bhubaneswar For Deba Mohapatra & Co
Date : - 01/08/2017 Debadatta Mohapatra Partner
Company Secretary in practice
C.P. No:-4583

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INDEPENDENT AUDITOR'S REPORT

To

The Members of

M/s. ARSS Infrastructure Projects Limited

CIN : L14103OR2000PLC006230

Plot No - 38 Sector-A Zone-D

Mancheswar Industrial Estate

Bhubaneswar-751 010 Odisha.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ARSSInfrastructure Projects Limited (‘the Company') which comprise the balance sheetas at 31 March 2017 the statement of profit and loss and the cash flow statement for theyear then ended and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company's preparation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

a) In absence of relevant records Contract-wise surplus/loss has neither beenascertained nor recognized in compliance with the requirements of para 34 and 35 of AS-7"Construction Contracts" issued by the Institute of Chartered Accountants ofIndia.

b) In the absence of audited books of accounts of Balaji-ARSS (JV) ARSS-MVPL JV andARSS-SIPS JV discrepancies if any between the said accounts with that of the Company isnot ascertainable.

c) No interest has been charged form July 2016 on loan outstanding of Rs. 1471.00Crores to the Profit & Loss account resulting in understatement of loss to thatextent.

d) Interest on Service Tax payable of Rs. 182.83 lakhs has not provided resulting tounder-reporting of loss to that extent.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us and further to our comments in the ‘Annexure-A' we state that exceptfor possible effect of the matter described in sub para (a) to (d) in the ‘Basis forQualified

Opinion' paragraph above the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2017 and its loss and its cash flowsfor the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Note No.26(ii) to the accompanying statement wherein Company has recognised claimsreceivable during the year from various agencies in view of increased certainty of thesame.

b) Note No.26(iii) to the accompanying statement wherein based on the recoverabilityof debtors and inventories management has written-down the debtors and inventories ofsome projects.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the ‘Annexure-A' a statement on the matters specified in theparagraph 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 except for the matter described in the sub para‘a' and sub para ‘b' of the ‘Basis for Qualified Opinion' paragraph aboveall the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit of the aforesaid standalone financial statements.

(b) except for the possible effect of the matter described in the ‘Basis forQualified Opinion' paragraph above in our opinion proper books of account as required bylaw have been kept by the Company so far as it appears from our examination of thosebooks; (c) the balance sheet the statement of profit and loss and the cash flow statementdealt with by this Report are in agreement with the books of account;

(d) except for the possible effect of the matter described in the ‘Basis forQualified Opinion' paragraph above in our opinion the aforesaid standalone financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014;

(e) on the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164 (2) of the Act; and

(f) The qualification relating to the maintenance of accounts and other mattersconnected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure-B".

(h) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its financial statements Refer Note No. 15 29 35 and 37 to the financialstatements;

ii. the Company did not have any Long term contract including derivatives contract assuch the question of commenting on any material foreseeable losses thereon does not arise.

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

iv. The Company has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016 and these are in accordance with the books ofaccounts maintained by the Company. Refer Note 26(i) to the standalone financialstatements.

For Ajay B Garg

Chartered Accountant

A Garg

Proprietor

Mem No. 32538

Place of Signature : Mumbai

Dated : 27th May 2017

‘Annexure-A' to the Independent Auditors' Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal &Regulatory Requirement' of our report of even date to the standalone financial statementsof the Company for the year ended March 31 2017 we report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the company.

(ii) (a) As explained to us the inventories have been physically verified during theyear by the management. In our opinion having regard to the nature and location ofstocks the frequency of the physical verification is reasonable.

(b) In our opinion the discrepancies noticed on physical verification of the inventorywere not material in relation to the operations of the Company and the same have beenproperly dealt with in the books of account.

(iii) The Company has not granted loans amounting to bodies corporate covered in theregister maintained under section 189 of the Companies Act 2013 (‘the Act').

(a) In our opinion the rate of interest and other terms and conditions on which theloans had been granted to the bodies corporate listed in the register maintained underSection 189 of the Act were not prima facie prejudicial to the interest of the Company(b) In the case of the loans granted to the bodies corporate listed in the registermaintained under section 189 of the Act the borrowers have been regular in the payment ofthe interest and repayment of principal on demand. The terms of arrangements do notstipulate any repayment schedule and the loans are repayable on demand.

(c) There are no overdue amount for more than 90days in respects of the loan granted tobody corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of loans investments guarantees and security.

(v) The Company has not accepted any deposits from the public and hence the paragraph3(v) of the Order relating to directives issued by the Reserve Bank of India and theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and theCompanies (Acceptance of Deposit) Rules 2015 or any rules framed there under with regardto the deposits accepted from the public are not applicable to the company. Accordingly wehave not commented upon the paragraph 3(v) of the Order.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuantto the Companies (Cost records and audit ) Rules 2014 and as prescribed by the CentralGovernment under section 148(1) of the Act and are of the opinion that prima-facie theprescribed accounts and cost records have been made and maintained by the Company. We havenot however made a detailed examination of the cost records with a view to determiningwhether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund income taxsales tax wealth tax duty of excise service tax duty of customs employees' stateinsurance value added tax cess and other material statutory dues have been regularlydeposited with few delay in some cases during the year by the Company with the appropriateauthorities.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax sales tax wealth tax service tax dutyof excise duty of customs value added tax cess and other material statutory dues werein arrears as at 31 March 2017 for a period of more than six months from the date theybecame payable except TDS of Rs. 911206/-.

(c) According to the information and explanations given to us there are no materialdues of wealth tax duty of customs and cess which have not been deposited with theappropriate authorities on account of any dispute. However according to information andexplanations given to us the following dues of income tax sales tax service tax andvalue added tax have not been deposited by the Company on account of disputes:

Name of the statute Nature of dues Amount (in Lakhs.) Forum where dispute is pending
Orissa sales Tax Act Sales Tax 117.19 Commissioner of Commercial Tax
Orissa Entry Tax Act Entry Tax 34.44 Commissioner of Commercial Tax
Central Sales Tax Act Sales Tax 791.10 Commissioner of Commercial Tax
Income Tax Act Income Tax 5469.84 ITAT (Cuttack)

(viii) Based on our Audit procedures and according to information and explanation givento us the Company has paid dues to banks with certain delay. The Company has overdueoutstanding dues to financial institutions banks as at 31st March 2017 as follows:

Bank Name ` In Crores
State Bank of India 863.99
Punjab National Bank 295.43
IDBI Bank Ltd. 89.51
Bank of India 50.15
State Bank of Bikaner & Jaipur 66.99
EXIM Bank (Edelweiss ARC Ltd.) 189.94
Kotak Mahindra Bank 4.50

(ix) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not raised moneys by way of initial public offeror further public offer including debt instruments. The term loans have been applied forthe purpose for which they were obtained.

(x) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

(xi) Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act;

(xii) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

(xiv) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable tothe Company and hence not commented upon.

(xv) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

(xvi) In our opinion the company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi)of the Order are not applicable to the Company and hence not commented upon.

For Ajay B Garg

Chartered Accountant

A Garg

Proprietor

Mem No. 32538

Place : Mumbai

Dated : 27th May 2017

‘Annexure – B' to the Independent Auditor's Report

[Referred to in paragraph 2(g) under the heading ‘Report on Other Legal &Regulatory Requirement' of our report of even date to the standalone financial statementsof the Company for the year ended March 31 2017.]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/s. ARSSInfrastructure Projects Limited (‘the Company') as of 31 March 2017 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Ajay B Garg

Chartered Accountant

A Garg

Proprietor

Mem No. 32538

Place : Mumbai

Dated : 27th May 2017