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Sai Industries Ltd.

BSE: 530905 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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Sai Industries Ltd. (SAIINDS) - Auditors Report

Company auditors report

Independent Auditors' Report

To the Member of

Sai Industries Limited CIN- L74999DL1991PLC045678 Financial Year-2016-17

Report on the standalone Financial Statements

We have audited the accompanying standalone financial statements of Sai IndustriesLimited CIN-L74999DL1991PLC045678 ("the Company") which comprise thebalance sheet as at 31st March 2017 the statement of profit & loss theCash Flow Statement for the year ended and a summary of the significant accountingpolicies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of the Directors is responsible for the matters stated in Section134(5) of The

Companies Act 2013 ("the Act") with respect to the preparation of thesestandalone financial statements that give a true & fair view of the financialposition financial performance & 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)Rules 2014. This responsibility also includes maintenance of the adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and 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 are operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give true & fair view and free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

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

We have taken into account the provision 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 there under.

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 ethicalrequirement and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of the material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditors considers internal financial control relevant to the company's preparation ofthe financial statements that give a true & fair view in order to design auditprocedure that are appropriate in the circumstances but not for the purpose of expressingan opinion on whether the company has in place an adequate internal controls system overfinancial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made by Company's Directors as well asevaluating the overall presentation of the financial statements. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.

Opinion

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 comply with the accounting standards specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March2017 and profit & loss and its cash flows for the year ended on that date.

Special Mention

Investments in equity investments is not ascertainable in absence of any reliabledata/information with respect to the market price of quoted equity shares for the purposeof impairment testing however the management is of the opinion the releasable value ofinvestments at atleast equal to the book value hence no further provision for diminishmentin value has been made.

Report on Other legal and Regulatory Requirements

As required by Section 143(3) of the Act We report that: a) We have sought andobtained all the information & explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by theCompany so far as it appears from our examination of the those books . c) The Balancesheets the statement of Profit & Loss and Cash Flow Statements dealt with by thisReport are in agreement with the books of accounts.

d) In our opinion the aforesaid standalone financial statements comply with theaccounting standards specifies 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 31March 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2015 from being appointed as a director in terms of Section164 (2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reportingof the Company and the operating effectiveness of such controls refer to our separateReport in

"Annexure B".

g) In our opinion and to the best of information and the explanations as provided tous: i. The Company does not have any pending litigation which would impact itsfinancial position except as stated in point number.7 of Companies (Auditor's Report)Order 2016

Annexure 2.

ii. The Company did not have any long-term contracts including derivative contractsfor which there 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.

g) 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 of the Act wegive in the Annexure a statement on the matters specified in the paragraph 3 and 4 of theOrder to the extent applicable.

For Dhillion& Associates (Chartered Accountants) Reg No. 002783N

Partner-Sunil Gaba F.C.A
M. No -507916
Date -21/08/2017
Place - Delhi

"ANNEXURE A" TO THE INDEPENDENT AUDITORS REPORT OF EVEN ON THE STANDALONE

FINANCIAL STATEMENTS OF SAI INDUSTRIES LIMITED

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

Companies Act 2013 ("the Act") i. We have audited the internal financialcontrols over financial reporting for Sai Industries

Limited ("the Company") as of March 31 2017 in conjunction with our audit ofthe financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

ii. 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

Reporting issued by the Institute of Chartered Accountants of India "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

iii. 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 Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

"Guidance Note") and the Standards on Auditing issued by ICAI and deemed tobe prescribed under section 143(10) of the Companies Act 2013 to the extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial Controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

iv. Our audit involves performing procedures to obtain audit evidence about theadequacy of internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.v. 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

vi. 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 purpose 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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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

vii. Because of the inherent limitations of internal controls over financial reportingincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not to detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the financial control over financialreporting may become inadequate become inadequate because of changes in conditions orthat the degree of compliance with the policies or procedures may deteriorate.

Opinion viii. In our opinion the Company has in all material respects anadequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at March 312016 based on "the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of

India".

For Dhillion& Associates
(Chartered Accountants)
Reg No. 002783N
Partner-Sunil Gaba F.C.A
M. No -507916
Date -21/08/2017

Annexure Referred to in Paragraph (2) of our Report of even date to the members of M/sSai Industries Limited for the year ended on 31st March 2017.

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

b) According to the information & explanation given to us the fixed asset has beenphysically verified by the management during the year at reasonable intervals havingregard to the size of the company and the nature of its asset. No material discrepancieswere noticed on such verification.

c) The company is not having any immovable property therefore this clause is notapplicable to the company.

2) The company does not hold any Inventory during the financial year under reviewhence this clause is not applicable to the company.

3) According to the information & explanation given to us the Company has notgranted any secured or unsecured loans to parties covered in the register maintained undersection 189 of the Companies Act.

4) According the information and explanation provided to us and the examination ofrecord during the course of audit the company has complied with the provisions of section185 and 186 of the Companies Act 2013 in respect of loans investment guarantees andsecurity which are applicable to it being a limited company.

5) In our opinion and according to the information and explanations given to us thecompany has not accepted deposits within the meaning of provisions of Section 73 to 76 ofthe Companies Act 2013 & rules framed there under.

6) As explained to us the Central Government has not prescribed the cost record as perthe provisions of Section 148(1) of the Companies Act.

7) a) According to the records of the company generally the company is regular indepositing with appropriate authorities undisputed statutory dues including providentfund employee's state insurance income tax wealth tax sales tax service tax customduty excise duty value added tax cess and any other material statutory dues applicableto it. No undisputed amounts payable in respect of the above were outstanding as at 31stMarch 2017 for a period of more than six months from the date they became payable. b) Thedisputed statutory dues aggregating to Rs.12.51 lacs plus interest due (not ascertainedyet) that have not been deposited on account of matters pending before the appropriateauthority are as under-

Name of theNature of Statute dues Forum where duispute Is pending Period to which amount pending
1. IT ACT 1961 Demand Petition rejected by the 1995-96 Hon'ble Supreme Court
However company intends to File review petition before the Same court.

8) As informed to us the Company has not defaulted in repayment of loans or borrowingsto a financial institutions banks Government and dues towards debenture holders duringthe financial year under review.

9) As per the information and explanation given to us the company has not raised anymoney by way of initial public offer further public offer or by way of term loan duringthe financial year under review .

10) According to the information and explanation given to us no fraud by the company orfraud on the company by its officers or employees has been noticed or reported during theyear.

11) As per the information and explanations provided to us no managerial remunerationhas been paid or provided in the books. Hence this clause is not applicable.

12) As per the information and explanation given to us the company is not a NidhiCompany.

13) As per the information and explanation given to us all the transactions with therelated parties are in compliance with the provisions of Section 177 and 188 of theCompanies Act where applicable and the details have been disclosed in the FinancialStatements etc. as required by the applicable accounting standard.

14) As per information & explanation provided to us the company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review.

15) As per information and explanations provided to us the company has not enteredinto any non-cash transactions with directors or persons connected with him.

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

For Dhillion& Associates

(Chartered Accountants)

Reg No. 002783N

Partner-Sunil Gaba F.C.A

M. No -507916

Date -21/08/2017

Place -Delhi