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Kesoram Industries Ltd.

BSE: 502937 Sector: Others
NSE: KESORAMIND ISIN Code: INE087A01019
BSE LIVE 15:40 | 22 Sep 128.85 -2.60
(-1.98%)
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131.00

HIGH

131.95

LOW

128.30

NSE 15:48 | 22 Sep 128.70 -3.05
(-2.31%)
OPEN

131.20

HIGH

132.00

LOW

128.00

OPEN 131.00
PREVIOUS CLOSE 131.45
VOLUME 52250
52-Week high 201.60
52-Week low 117.95
P/E
Mkt Cap.(Rs cr) 1,608
Buy Price 128.85
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00
OPEN 131.00
CLOSE 131.45
VOLUME 52250
52-Week high 201.60
52-Week low 117.95
P/E
Mkt Cap.(Rs cr) 1,608
Buy Price 128.85
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00

Kesoram Industries Ltd. (KESORAMIND) - Auditors Report

Company auditors report

Independent Auditors' Report

TO THE MEMBERS OF KESORAM INDUSTRIES LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of KesoramIndustries Limited("the Company") which comprise the Balance Sheet as at March31 2017 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone 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 preparation ofthese standalone financial statements to give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

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

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting standards and matters which are required to be included in theaudit report.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditors' 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.

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

Opinion

8. 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 of the state of affairs of the Companyas at March 31 2017 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor's Report) Order 2016' issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure B a statement on thematters specified in paragraphs 3 and 4 of the Order.

10. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the 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.

(e) On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

(f) 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 A.

(g) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the

Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourknowledge and belief and according to the information and explanations given to us:

i The Company has disclosed the impact if any of pending litigations as at March 312017 on its financial position in its standalone financial statements – Refer Note31;

ii. The Company did not have any long-term contracts including derivative contracts asat March 31 2017;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312017;

iv. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management – Refer Note 50.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Prabal Kr. Sarkar
Kolkata Partner
April 28 2017 Membership Number 52340

Referred to in paragraph 10(f)of the Independent Auditors' Report of even date to themembers of Kesoram Industries Limited on the standalone financial statements for the yearended March 31 2017

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

1. We have audited the internal financial controls over financial reporting of KesoramIndustries Limited ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

2. 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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

3. 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 deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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 judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to 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 internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2)provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 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

8. 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 March 31 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 Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Prabal Kr. Sarkar
Kolkata Partner
April 28 2017 Membership Number 52340

Annexure B to Independent Auditors' Report

Referred to in paragraph 9 of the Independent Auditors' Report of even date to themembers of Kesoram Industries Limited on the standalone financial statements as of and forthe year ended March 31 2017 i. (a) The Company is maintaining proper records showingfull particulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) The title deeds of immovable properties as disclosed in Note 11 on fixed assets tothe financial statements are held in the name of the Company except for

Total number of cases Whether leasehold / freehold Gross block (H /crore) Net block (Rs. /crore) Remarks
1 Freehold Land 14.65 14.65 -

ii. The physical verification of inventory excluding stocks with third parties havebeen conducted at reasonable intervals by the Management during the year. In respect ofinventory lying with third parties these have substantially been confirmed by them. Thediscrepancies noticed on physical verification of inventory as compared to book recordswere not material and have been appropriately dealt with in the books of accounts. iii.The Company has granted unsecured loans to two companies covered in the registermaintained under Section 189 of the Act. The Company has not granted any secured /unsecured loans to firms / Limited Liability Partnerships/ Other parties covered in theregister maintained under Section 189 of the Act.

(a) In respect of the aforesaid loans the terms and conditions under which such loanswere granted are not prejudicial to the Company's interest except for one loan aggregatingH6.79 crore as at March 31 2017 with a maximum amount of H6.79 crore outstanding duringthe year which was granted without specifying any repayment terms and is therefore inour opinion prejudicial to the Company's interests.

(b) In respect of the aforesaid loans except for an amount aggregating H6.79 croreoutstanding towards principal and which is fully provided for the other loan amounting toH557.80 crore is repayable on demand. However the party is regular in payment of interestas applicable.

(c) In respect of the aforesaid loans except for an amount aggregating H6.79 crorewhich is already provided for there is no amount which is overdue for more than ninetydays. iv. In our opinion and according to the information and explanations given to usthe Company has complied with the provisions of Section 185 and 186 of the Companies Act2013 in respect of the loans and investments made and guarantees and security provided byit. v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified. vi. Pursuant to the rules made by the Central Government of India the Companyis required to maintain cost records as specified under Section 148(1) of the Act inrespect of its products.We have broadly reviewed the same and are of the opinion thatprima facie the prescribed accounts and records have been made and maintained. We havenot however made a detailed examination of the records with a view to determine whetherthey are accurate or complete. vii. (a) According to the information and explanationsgiven to us and the records of the Company examined by us in our opinion the Company isgenerally regular in depositing undisputed statutory dues in respect of service tax andvalue added tax though there has been a slight delay in a few cases and is regular indepositing undisputed statutory dues including provident fund employees' stateinsurance sales tax income tax duty of customs duty of excise cess and othermaterial statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of income-tax and duty of customs which have notbeen deposited on account of any dispute. The particulars of dues of sales tax servicetax duty of excise and value added tax as at March 31 2017 which have not been depositedon account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. /crore) Period to which the amount relates Forum where the dispute is pending
Central Excise Act 1944 Central Excise 2.83 2000-01 2001-02 2005-06 Additional Commissioner
2006-07 2007-08 2009-
102010-11 2014-15
Central Excise Act 1944 Central Excise 4.63 1993-94 1993-94 1994-95 Assistant Commissioner
1994-98 1995-96 1995-96
1996-97 1997-98 1997-99
1998-99 1999-00 1998-99
1999-00 1999-10 2000-01
2001-02 2001-02 2002-03
2003-04 2004-05 2004-05 to
2005-06 2006-07
Central Excise Act 1944 Central Excise 1.72 1974-75 to 1997-98 1994-95 CESTAT
1997-98 to 1998-99 1998-99
1999-00 2004-05 2005-06 to
2009-10
Central Excise Act 1944 Central Excise 37.05 1985-90 1988-89 1994-95 Commissioner
1995 -1996 1996 -97 1997-98
1998-99 1999-00 2000-01
2001-02 2002-03 2003-04
2004-05 2005-06 2006-07
2007-08 2008-09 2009-10
2010-11 2011-12 2012-13
2013-14 2013-14 and 2015-16
Central Excise Act 1944 Central Excise 2.86 1994-95 1995-96 2002-03 Commissioner (Appeals)
2003-04 2004-05 2005-06
2007-08 2009-10 2010-11
2011-12 2013-14 2014-15
2015-16
Central Excise Act 1944 Central Excise 171.14 1992-93 1993-97 1999-2000 Customs Excise & Service Tax
1999-2003 2000-2004 2002- Appellate Tribunal
03 2003-04 2004-05 2005-06
2006-07 2006-08 2007-08
2008-09 2009-10 2010-11
2011-12 2012-13
Central Excise Act 1944 Central Excise 0.03 1994-95 2004-05 2010-11 Deputy Commissioner
Central Excise Act 1944 Central Excise 0.86 1994-95 2005-06 2008-09 High Court
Central Excise Act 1944 Central Excise 0.20 1987-88 1994-95 1995-96 Joint Commissioner
2007-08
Central Excise Act 1944 Central Excise 0.03 1979-81 Superintendent of Central Excise
Central Excise Act 1944 Central Excise 2.09 1980-81 1982-83 1992-93 Superintendent Central Excise
1995-96 1996-97 1997-98 and Customs
1998-99 1999-00 2001-02
2002-03 2004-05 2005-06
2009-10 2011-12 2013-14
2014-15 2015-16
Central Excise Act 1944 Central Excise 0.03 2005-06 Supreme Court
Finance Act 1994 Service Tax 0.45 2006-07 2007-08 2008-09 Additional Commissioner
Finance Act 1994 Service Tax 0.72 2004-05 2005-06 2009-10 Assistant Commissioner
2010-11 2011-12 2012-13
2013-14
Finance Act 1994 Service Tax 22.81 2006-07 2007-08 2008-09 Commissioner
2009-10 2010-11 2011-12
2012-13
Finance Act 1994 Service Tax 1.06 2002-03 2003-04 2004-05 Commissioner (Appeals)
2007-08 2008-09 2009-10
2010-11 2011-12 2011-12
2012-13
Finance Act 1994 Service Tax 0.04 2009-10 Deputy Commissioner
Andhra Pradesh General Sales Tax 0.18 2001-02 High Court
Sales Tax Act 1957
Andhra Pradesh General Sales Tax 0.11 2003-04 Tribunal
Sales Tax Act 1957
Andhra Pradesh VAT Act Sales Tax 0.18 2008-09 Assistant Commissioner
Andhra Pradesh VAT Act Sales Tax 0.26 2006-07 2007-08 Sales Tax Appellate Tribunal
Andhra Pradesh VAT Act Sales Tax 0.10 2007-08 Tribunal
Bengal Finance Sales Tax Sales Tax 0.04 1995-96 Revisional Board
Act1941
Bombay Sales Tax Act Sales Tax 0.32 2003-04 2004-05 Deputy Commissioner of Sales
Tax (Appeals) Amravati Division
Central Sales Tax Act Sales Tax 0.28 1997-98 1999-00 1996-97 Additional Commissioner
1956 1998-99 2005-06
Central Sales Tax Act Sales Tax 0.75 2003-04 1995-96 Appellate & Revisional Board
1956
Central Sales Tax Act Sales Tax 0.23 2003-04 CTO Karimnagar
1956
Central Sales Tax Act Sales Tax 0.07 2004-05 2012-13 Deputy Commissioner
1956
Central Sales Tax Act Sales Tax 15.25 2003-04 2009-10 High Court
1956
Central Sales Tax Act Sales Tax 1.20 2011-12 JCCT
1956
Central Sales Tax Act Sales Tax 2.34 2014-15 Joint Commissioner
1956
Central Sales Tax Act Sales Tax 0.06 2010-11 Joint Commissioner of
1956 Commercial Taxes (Appeals).
Central Sales Tax Act Sales Tax 0.10 2011-12 2012-13 2013-14 Joint Commissioner (Appeals)
1956
Central Sales Tax Act Sales Tax 1.32 1991-92 1995-96 1997-98 Karnataka Sales Tax Appellate
1956 2001-02 2004-05 2011-12 Tribunal
Central Sales Tax Act 1956 Sales Tax 0.28 1998-99 2008-09 2010-11 Revisional Board
Central Sales Tax Act Sales Tax 0.05 1995-96 1997-98 Sales Tax Tribunal
1956
Central Sales Tax Act Sales Tax 2.23 2003-04 Supreme Court
1956
Central Sales Tax Act Sales Tax 8.05 1994-95 1999-00 2002-03 Tribunal
1956 2004-05 2007-08 2008-09
2009-10 2010-11
Central Sales Tax Act Sales Tax 0.52 2006-07 Tribunal & High Court
1956
Central Sales Tax Act Sales Tax 6.76 2004-05 2005-06 2006-07 WB Appellate & Revisional
1956 2007-08 2008-09 Board
Central Sales Tax Act Sales Tax 0.05 2013-14 Senior Joint Commissioner
1956 Corporate
Central Sales Tax Act Sales Tax 0.04 2009-10 West Bengal Appellate &
1956 Revisional Board
CST demanded under UP Sales Tax 0.01 2005-06 2006-07 Addition Commissioner
Trade Act1948 (Appeals)
Delhi Sales Act 1975 Sales Tax 0.42 1999-00 Assessing Authority
Jharkhand Vat2005 Sales Tax 0.73 2010-11 2012-13 Commissioner of Commercial
Taxes Ranchi
Jharkhand Vat2005 Sales Tax 0.06 2011-12 Dy. Commissioner of Sales Tax
Dumka Jharkhand
Jharkhand Vat2005 Sales Tax 0.13 2011-12 2012-13 Joint Commissioner (Appeals)
Jharkhand Vat2005 Sales Tax 0.14 2010-11 Tribunal
Maharashtra Value Added Sales Tax 0.03 2012-13 Commissioner of Sales Tax
Tax Act 2002 Solapur
Odisha Value Added Tax Sales Tax 8.12 2010-11 Addition Commissioner
Act 2004 (Appeals)
Odisha Value Added Tax Sales Tax 1.01 2005-06 2006-07 2007-08 Additional Commissioner
Act 2004
Odisha Value Added Tax Sales Tax 0.69 2008-09 CTC TRIBUNAL
Act 2004
Odisha Value Added Tax Sales Tax 3.34 2011-12 JCCT
Act 2004
Odisha Value Added Tax Sales Tax 5.26 2009-10 Sales Tax Tribunal
Act 2004
Rajasthan VAT act 2003 Sales Tax 0.01 2013-14 Assistant Commissioner Officer
Pali
Tamil Nadu General Sales Sales Tax 0.18 1999-00 Chennai High Court
Tax Act 1959
UP Trade Tax Act1948 Sales Tax 0.07 2006-07 Addition Commissioner
(Appeals)
UP VAT Sales Tax 0.43 2010-11 2011-12 Addition Commissioner
(Appeals)
Uttarakhand VAT Act Sales Tax 0.17 2013-14 High Court
2005
W.B VAT ACT2003 Sales Tax 11.56 2007-08 2008-09 2009-10 Revisional Board
2010-11
W.B VAT ACT2003 Sales Tax 4.60 2005-06 2008-09 WB Appellate & Revisional
Board
W.B VAT ACT2003 Sales Tax 4.76 2010-11 WB Revisional Board
W.B VAT ACT2003 Sales Tax 0.78 2009-10 West Bengal Appellate &
Revisional Board
W.B VAT ACT2003 Sales Tax 0.15 2006-07 West Bengal Taxation Tribunal
WB Sales Tax Act1994 Sales Tax 0.04 1999-00 Additional Commissioner Sales
Tax
WB Sales Tax Act1994 Sales Tax 0.25 1995-96 1997-98 2001-02 Deputy Commissioner
WB Sales Tax Act1994 Sales Tax 0.24 2004-05 Sr. Jt. Commissioner (Appellate
Authority)
WB Sales Tax Act1994 Sales Tax 1.06 1995-96 WB Appellate & Revisional
Board
WB Sales Tax Act1994 Sales Tax 0.13 1998-99 West Bengal Taxation Tribunal
WB VAT Act 2003 Sales Tax 1.32 2003-04 2004-05 2006-07 Appellate & Revisional Board
2007-08
WB VAT Act 2003 Sales Tax 0.02 1987-88 Assessing Authority (matter
remanded by Board)

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government or dues to debenture holders as at thebalance sheet date. ix. In our opinion and according to the information and explanationsgiven to us the moneys raised by way of initial public offer or further public offer(including debt instruments) and term loans have been applied for the purposes for whichthey were obtained. x. During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the Management.

xi. TheCompanyhaspaid/providedformanagerialremuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct. xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are notapplicable to it the provisions of Clause 3(xii) of the Order are not applicable to theCompany. xiii. The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the financial statements as requiredunder Accounting Standard (AS) 18 Related Party Disclosures specified under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. xiv. The Company hadmade a preferential allotment/ private placement of shares during the previous year underreview in compliance with the requirements of Section 42 of the Act. The amounts raisedhave been used for the purpose for which funds were raised as described below:

xv. The Company has not entered into any non cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company. xvi. The Company is not required to be registered underSection 45-IA of the Reserve Bank of India Act 1934. Accordingly the provisions ofClause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Prabal Kr. Sarkar
Kolkata Partner
April 28 2017 Membership Number 52340