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Kalyani Commercials Ltd.

BSE: 538403 Sector: Others
NSE: KALYANI ISIN Code: INE610E01010
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Kalyani Commercials Ltd. (KALYANI) - Auditors Report

Company auditors report

To

The Members of

KALYANI COMMERCIALS LIMITED

Report on the Financial Statement

1 We have audited the accompanying standalone financial statements of KalyaniCommercial Limited (‘the Company') which comprise the Balance Sheet as at 31 March2016 and the Statement of Profit and Loss and the cash flow statement for the year thenended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2 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 (as amended). This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company 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

3 Our responsibility is to express an opinion on these financial statements based onour audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made there under.

4 We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.

5 An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

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

Opinion

7 In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India

a) In the case of Balance sheet of the state of affairs of the Company as at 31stMarch 2016

b) In the case of the statement of Profit and Loss of the profit for the year ended onthat date

c) In the case of the cash flow statement of the cash flow for the year ended on thatdate.

Report on Other Legal and Regulatory Requirement

8 As required by the Companies (Auditor's Report) Order 2016 (‘the Order') issuedby the Central Government of India in terms of sub section (11) of section 143 of the Actwe give in the Annexure "A"

9 As required by section 143(3) of the Act we report that:

a) we have sought all the information and explanations which to the best of ourknowledge 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 theCompany so far as it appears from our examination of those books;

c) the standalone financial statement dealt with by this report are in agreement withthe books of account;

d) in our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read with rule 7 of theCompanies (Accounts) Rules 2014 (as amended);

e) on the basis of written representations received from the directors as on 31 March2016 and taken on record by the Board of Directors none of the Directors are disqualifiedas on 31 March 2016 from being appointed as s Director in terms of Section 164 (2) of theAct.

f) we have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 30.05.2016 as per annexure "B" expressed unmodified audit report.

g) 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 explanation given to us:

i. The Company has disclosed the impact of pending litigation on its financial positionin its financial statement as referred in note no. 2.26 to the financial statement.

ii. The Company did not have any long term contracts including derivative contracts forwhich they were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For M. C. Bhandari & Co.
Firm Regi. No. 303002E
(Chartered Accountants)
Place: Kota (Rajasthan.)
Dated: 30/05/2016 Sd/-
[CA S.K. Mahipal]
Partner
M.No.70366

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in paragraph 1 under the heading of "Report on other legaland Regulatory requirements" of the independent Auditor's Report on the Accounts ofKALYANI COMMERCIALS LIMITED ("The Company'') for the year ended on 31stMarch 2016.

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of accounts and other recordsexamined by us in the normal course of audit we report that:

i. In respect of fixed assets :

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

b) The fixed assets were physically verified during the year by the management inaccordance with a program of verification the frequency of verification is reasonablehaving regard to the size of the company and the nature of its fixed assets. According tothe information and explanations given to us no material discrepancies were noticed onsuch verification as compared to books records.

c) The title deeds of all the immovable properties are held in the name of the Company

ii. The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies between physical inventory andbook records were noticed on physical verification/ material discrepancies noticed onphysical verification have been properly dealt with in the books of account.

iii. The Company has not granted any loan secured or unsecured to companies firmsLimited Liability Partnerships (LLPs) or other parties covered in the register maintainedunder Section 189 of the Act. Accordingly the provisions of clauses 3(iii)(a) 3(iii)(b)and 3(iii)(c) of the Order are not applicable.

iv. In our opinion the company has complied with the provisions of sections 185 and186 of the Act in respect of loans investments guarantees and security.

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable.

vi. To the best of our knowledge and belief the Central Government has not specifiedmaintenance of cost records under sub-section (1) of Section 148 of the Act in respect ofCompany's products/ services. Accordingly the provisions of clause 3(vi) of the Order arenot applicable.

vii. a) The Company is generally regular in depositing undisputed statutory duesincluding income-tax and other material statutory dues as applicable to the appropriateauthorities. Further no undisputed amounts payable in respect thereof were outstanding atthe year-end for a period of more than six months from the date they become payable.

b) The dues outstanding in respect of income-tax on account of any dispute are asfollows:

Nature of the Statute Nature of Dues Demand Amount (Rs. in Lacs.) Amount paid under protest (Rs. in Lacs.) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 3.73 0.00 2010-11 CIT (Appeal)
Income Tax Act 1961 Income Tax 1.75 0.00 2009-10 CIT (Appeal)

viii. The Company has not defaulted in repayment of loans or borrowings to any bank orfinancial institution or government during the year. The Company did not have anyoutstanding debentures during the year.

ix. The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments) and did not have any term loans outstanding during theyear. Accordingly the provisions of clause 3(ix) of the Order are not applicable.

x. No fraud by the Company or on the company by its officers or employees has beennoticed or reported during the period covered by our audit.

xi. In our opinion managerial remuneration has been paid (and)/ provided in accordancewith the requisite approvals mandated by the provisions of section 197 of the Act readwith Schedule V to the Act.

xii. In our opinion the Company is not a Nidhi Company. Accordingly clause 3(xii) ofthe Order is not applicable.

xiii. In our opinion all transactions with the related parties are in compliance withsections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable accountingstandards.

xiv. During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

xv. The company has not entered into any non-cash transactions with directors orpersons connected with them.

xvi. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For M. C. Bhandari & Co.
Firm Regi. No. 303002E
(Chartered Accountants)
Place: Kota (Rajasthan)
Dated: 30.05.2016 Sd/-
[CA S.K. Mahipal]
Partner
M.No.70366

Annexure to the Independent Auditor'sReport of even date to the members of KalyaniCommercials Ltd. on the financial statements for the year ended 31st March2016.

INDEPENDENT AUDITOR'S REPORT Annexure B

Independent Auditor's report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

1. In conjunction with our audit of the standalone financial statements of KalyaniCommercials Ltd. ("the Company") as of and for the year ended 31 March 2016 wehave audited the internal financial controls over financial reporting (IFCoFR) of thecompany of as of that date.

Management's Responsibility for Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Control Over FinancialReporting (the ‘Guidance Note') issued by the Institute of Chartered Accountants ofIndia (ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of the company's business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India (ICAI) and deemed to be prescribed undersection 143(10) of the Act to the extent applicable to an audit of IFCoFR and theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate IFCoFR were established and maintained and ifsuch controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sIFCoFR 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

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March 2016 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Control Over Financial Reporting (the ‘Guidance Note') issued by theInstitute of Chartered Accountants of India (ICAI).

For M. C. Bhandari & Co.
Firm Regi. No. 303002E
(Chartered Accountants)
Place: Kota (Rajasthan)
Dated: 30.05.2016 Sd/-
[CA S.K. Mahipal]
Partner
M.No.70366