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C & C Constructions Ltd.

BSE: 532813 Sector: Infrastructure
NSE: CANDC ISIN Code: INE874H01015
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Buy Price 2.49
Buy Qty 170.00
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OPEN 2.30
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VOLUME 5
52-Week high 11.78
52-Week low 2.20
P/E
Mkt Cap.(Rs cr) 6
Buy Price 2.49
Buy Qty 170.00
Sell Price 2.15
Sell Qty 100.00

C & C Constructions Ltd. (CANDC) - Auditors Report

Company auditors report

To the Members of C & C Constructions Limited

Report on the Financial Statements

We have audited the accompanyingInd AS financial statements of C & C ConstructionsLimited which comprises the Balance Sheet as at 31-Mar-2018 the Statement of Profit andLoss (including other comprehensive income) the statement of cash flows and the statementof changes in equity for the year then ended and a summary of significant accountingpolicies and other explanatory information.

Management's Responsibility for the 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 preparation ofthese Ind AS financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the company of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standardsspecified under Section 133 of the Act read with relevant rules issued thereunder.

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 Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS standalone financialstatements based 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 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS of the financialposition of the company as at 31.03.2018 and its financial performance including othercomprehensive income its Cash Flows and the changes in equity for the year ended on thatdate.

Emphasis of Matter

We draw attention to Note Nos. 4 &8 to the standalone Ind AS financial statementsregarding Amount due from Customers (Claims) amounting to ' 198.59 and Unbilled Revenue(Claims Inventory) amounting to ' 637.25 Crores as at March 31 2018 aggregating to '835.84 Crores representing claims made by the Company which are subject matter ofarbitration. Pending ultimate outcome of the matter which is presently unascertainable noadjustments have been made in the standalone Ind AS financial statements. Our opinion isnot qualified in respect of this matter.

Other Matters

(a) The comparative financial information of the Company as at and for the year ended31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included inthese standalone Ind AS financial statements are based on the previously issued statutorystandalone financial statements prepared in accordance with the Companies (AccountingStandards) Rules 2006 and audited by A S G & Associates Chartered Accountants forthe years ended 31 March 2017 and 31 March 2016 whose reports dated 29 May 2017 and 09June 2016 respectively expressed an unmodified opinion on those standalone financialstatements as adjusted for the differences in the accounting principles adopted by theCompany on transition to the Ind AS which have been audited by us. Our opinion is notmodified in respect of this matter.

(b) We did not audit the Ind AS financial statements of two overseas branches andeleven jointventures included in the standalone Ind AS financial statements of theCompany whose financial statements reflect total assets of ' 735.06 Crores as at 31 March2018 and total revenue of ' 649.83 Crores for the year ended on that date as consideredin the standalone Ind AS financial statements. The standalone Ind AS financial statementsof two overseas branches and eleven jointly controlled operations have been audited byother auditors and our opinion in so far as it relates to the amounts and disclosuresincluded in respect of these branches is based solely on the report of such otherauditors.

The audited standalone Ind AS financial statements in respect of nine joint ventureshave not been furnished to us. According to the information and explanations provided tous the promoter company of five Joint Ventures (Isolux Group) has become insolvent inSpain and the JV Partner is in the process of filing insolvency in India. The managementhas included these five joint operations in its Ind AS financial statements as per thelatest audited statements (for the year ended 31- Mar-2016) and other books of accountsavailable with them. Our opinion in so far as it relates to the amounts and disclosures inrespect of these joint operations is solely based on report of the other auditors andwhere audited Ind AS financial statements are not available as per the latest availablebooks of accounts as provided by the management of the Company. In the absence ofsufficient appropriate evidence we are unable to comment upon the carrying value of thosefigures as appearing in the latest audited financial statements and other books ofaccounts and its consequential impact if any on the accompanying standalone financialstatements. In our opinion and according to the information and explanations given to usby the management these financial statements and other financial information are notmaterial to the Group. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 (the Order) issued by theCentral Government in terms of Section 143 (11) of the Act we give in the Annexure 'A' astatement on matters specified in paragraph 3 & 4 of the said order.

1. 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 thebest of 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 and the Statement of Profit and Loss & cash flow dealtwith by this Report are in agreement with the books of account.

d) In our opinion the aforesaid Ind AS standalone financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) In our opinion there are no observations or comments on the financialtransactions which may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on31-Mar-2018 and taken on record by the Board of Directors we report that none of thedirectors is disqualified as on 31-Mar-2018 from being appointed as a director in terms ofsection 164(2) of the Act.

g) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 ("the Act") is enclosed as Annexure'B'tothis report.

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 Ind AS financial statements - Refer Note No.41 to the Ind AS financialstatements.

ii) The Company has a process whereby periodically all long term contracts[including derivatives contracts] are assessed for material foreseeable losses. At theyear end the company has reviewed and ensured that adequate provision as required underany law/accounting standards for material foreseeable losses on such long-term contracts[including derivative contracts] has been made in the books of accounts.

iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For Bedi Saxena & Co.
Chartered Accountants
FRN:000776C
Rajesh Bedi
Place: Gurgaon (Partner)
Date : 29.05.2018 M. No. : 070300

ANNEXURE -‘A' TO THE AUDITORS REPORT

The Annexure referred to in Independent Auditors' Report to the members of C&CConstructions Limited on the Ind AS financial statements for the year ended 31-Mar-2018we report that:

In terms of the information and explanations sought by us and given by the company andthe books and records examined by us in the normal course of audit and to the best of ourknowledge and belief we state that: -

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

b) As explained to us all the assets have not been physically verified by themanagement during the year but there is a regular programme of verification which in ouropinion is reasonable having regard to the size of the company and the nature of itsassets. No material discrepancies were noticed on such verification.

c) The title deeds of immoveable properties are held in the name of the company.

2. As explained to us the inventory has been physically verified at reasonableintervals during the year by the management. In our opinion the frequency of verificationis reasonable. The discrepancies noticed on verification between the physical stocks andthe book records have been properly dealt with in the books of accounts.

3. The company has granted loan to the companies firms Limited Liability Partnershipsor other parties covered in the register maintained under section 189 of the Act.

a) The terms and conditions of the grant of such loans are not prejudicial to thecompany's interest.

b) No Schedule of repayment of principal has been stipulated and also there is nostipulation with regards to interest.

c) No Schedule of repayment of principal and payment of interest has been stipulatedand therefore there is no overdue amount.

4. In respect of loans investments guarantees and security the provisions of section185 and 186 of the Companies Act 2013 have been duly complied with by the company.Forinvestments made advances given or guarantees provided exceeding the limits laid down inSection 186 of the Actdirectors have prior permission by way of special resolution passedat a General Meeting.

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits in contravention of Directives issued by ReserveBank of India and the provisions of section 73 to 76 or any other relevant provisions ofthe Act and the rules framed there under where applicable . No order has been passed bythe Company Law Board or National Company Law Tribunal or Reserve Bank of India or anycourt or any other tribunal.

6. We have broadly reviewed the books of account maintained by the company pursuant tothe rules made by the Central Government of India regarding the maintenance of CostRecords under section 148(1) of the Companies Act 2013 and are of the opinion that primafacie the prescribed accounts and records have been maintained. We have however notmade a detailed examination of the records with the view to determine whether they areaccurate or complete.

7. a) According to the records of the company the company is generally regular indepositing with appropriate authorities undisputed statutory dues including providentfund investor education protection fund employees' state insurance income tax salestax wealth tax service tax custom duty excise duty

Cess and other material statutory dues applicable to itthough there has been delay infew cases.

According to the information and explanations given to us undisputed amounts payablein respect of income tax wealth tax service tax sales tax custom duty excise duty andCess that were in arrears as at 31-Mar-2018 for a period of more than six months from thedate they became payable are given below.

Name of Authority Amount (' in Lacs)
Service Tax 480.80
TDS/TCSPayable 1327.70
Provident Fund 175.20
VAT/WCT 636.68
GST 11.40
Professional Tax 0.28
Labour Cess 0.92

7. b) According to the information and explanations given to us the dues of sales taxincome tax custom duty wealth tax excise duty and Cess that have not been depositedwith appropriate authorities on account of any dispute and the forum where the disputesare pending are given below

Name of The Statute Nature of The Disputed Dues Amount (' in lacs) Period To Which The Amount Relates Forum Where Dispute is Pending
U.P Trade Tax Act Demand against material purchased against ‘C form 35.26 (Amount deposited 12.34 lacs + BG Provided 22.92 Lakhs) F.Y-2002-2003 Joint Commissioner (Appeals) Noida UP
Income Tax Department Demand against Short Deduction and interest subject to rectification. 48.22 (Amount deposited NIL) F. Y. 2000-2001 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 7.05 (Amount deposited NIL) F. Y. 2007-2008 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 29.00 (Amount deposited NIL) F. Y. 2008-2009 Income Tax Officer (TDS) New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 11.28 (Amount deposited NIL) F. Y. 2009-2010 Income Tax Officer (TDS) New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 31.23 (Amount deposited NIL) F. Y. 2010-2011 Deputy Commissioner of Income Tax Gurgaon
Income Tax Department Demand against Short Deduction and interest subject to rectification. 79.82 (Amount deposited NIL) F. Y 2011-2012 Deputy Commissioner of Income Tax Gurgaon
Entry Tax Demand against Entry Tax on Material Purchase 245.65 (Amount Deposited 32.79 Lakhs) F. Y. 2011-2012 The joint Commissioner of Commercial Taxes (Appeal) Magadh Division Gaya Bihar
Income Tax Department Demand against Short Deduction and interest subject to rectification. 79.65 (Amount deposited NIL) F. Y 2013-2014 Deputy Commissioner of Income Tax Gurgaon
Income Tax Department Demand against Short Deduction and interest subject to rectification. 57.69 (Amount deposited NIL) F. Y 2014-2015 Deputy Commissioner of Income Tax Gurgaon
Income Tax Department Demand against Short Deduction and interest subject to rectification. 47.47 (Amount deposited NIL) F. Y 2015-2016 Deputy Commissioner of Income Tax Gurgaon
Income Tax Department Demand against Short Deduction and interest subject to rectification 10.55 (Amount deposited NIL) F.Y. 2016-2017 Deputy Commissioner of Income Tax Gurgaon
Income Tax Department Demand against Short Deduction and interest subject to rectification 00.60 (Amount deposited NIL) F.Y. 2017-2018 Deputy Commissioner of Income Tax Gurgaon
Service Tax Department Penalty under section 78 886.74 (Amount deposited NIL) F. Y 2011- to 2014 Commissioner of Service Tax Gurgaon
Sales Tax Department Addition Demand for Interstate purchase against composition scheme. 1118.18 (Amount deposited NIL) F.Y.2013-2016 ACATO (Ward No.89) Dept. of Trade and Taxes Govt of NCT of Delhi
Provident Fund Appeal Under Section 7-I of the Employee‘s Provident fund & Miscellaneous Provision Act 1952 towards 14-B Damage Charges 53.01 (Amount deposited NIL) F.Y.2013-2016 Presiding Officer Employees Provident Fund Appellate Tribunal New Delhi
Provident Fund Appeal Under Section 7-I of the Employee‘s Provident fund & Miscellaneous Provision Act 1952 towards 14-B Damage Charges 43.21 (Amount deposited NIL) F.Y.2014-2017 Presiding Officer CGIT Cum Labour Court-I Employees Provident Fund Appellate Tribunal New Delhi

Disputed Demands of Joint Ventures (Applicable share):

Name of The Statute Nature of The Disputed Dues Amount (' in lacs) Period To Which The Amount Relates Forum Where Dispute is Pending
Income Tax Penalty under section 271(1)(c) 145.92 (Amount deposited 22 lacs) F.Y-2008-2009 CIT Appeal New Delhi
Sales Tax Penalty u/s 56 of Punjab Vat Act 2005 260.12 (Amount Deposited NIL) F.Y-2008-2009 Designated Officer- cum-Asst Excise & Taxation Commissioner Amritsar-II
Income Tax Department Demand against Short Deduction and interest subject to rectification. 3.28 (Amount deposited NIL) F. Y. 2007-2008 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 3.29 (Amount deposited NIL) F. Y. 2008-2009 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 7.71 (Amount deposited NIL) F. Y. 2009-2010 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 0.40 (Amount deposited NIL) F. Y. 2010-2011 Income Tax Officer (TDS)New Delhi
Sales Tax Department Penalty u/s 60 of Punjab Vat Act 2005 38.06 (Amount deposited 6.09) F. Y 2010-2011 Designated Officer- cum-Asst Excise & Taxation Commissioner Amritsar-II
Service Tax Additional demand of service tax on toll plaza building 14.13 (Amount Deposited NIL) F. Y 2011-2012 The Commissioner (Appeals) Central Goods & Servie Tax Jalandar
Income Tax Department Demand against Short Deduction and interest subject to rectification. 4.55 (Amount deposited NIL) F. Y. 2011-2012 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 32.58 (Amount deposited NIL) F. Y 2012-2013 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 96.53 (Amount deposited NIL) F. Y 2013-2014 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 32.44 (Amount deposited NIL) F Y 2014-2015 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification. 8.08 (Amount deposited NIL) F Y 2015-2016 Income Tax Officer (TDS)New Delhi
Income Tax Department Demand against Short Deduction and interest subject to rectification 7.75 (Amount deposited NIL) F Y 2016-2017 Income Tax Officer (TDS)New Delhi
Income Tax Department Disallowance of Additional Depreciation 289.15 (Amount deposited 289.15) F. Y. 2003-2004 High Court New Delhi
Income Tax Department Disallowance of Additional Depreciation 321.45 (Amount deposited 321.45) F. Y. 2005-2006 ITAT New Delhi
Income Tax Department Disallowance of Additional Depreciation 439.48 (Amount deposited 439.48) F. Y. 2006-2007 ITAT New Delhi
Income Tax Department Disallowance of Additional Depreciation 157.03 (Amount deposited 157.03) F. Y. 2007-2008 ITAT New Delhi

 

Name of The Statute Nature of The Disputed Dues Amount (' in lacs) Period To Which The Amount Relates Forum Where Dispute is Pending
Income Tax Department Disallowance of Additional Depreciation 309.81 (Amount deposited 309.81) F. Y. 2008-2009 High Court New Delhi
Income Tax Department Disallowance of TDS Credit on Account of Mobilisation 15.33 (Amount deposited 15.33) F. Y 2009-2010 ACIT Circle 62(1) New Delhi
Income Tax Department Disallowance of TDS Credit on Account of Mobilisation 19.70 (Amount deposited 19.70) F. Y 2010-2011 ACIT Circle 62(1) New Delhi
Income Tax Department Disallowance of TDS Credit on Account of Mobilisation 48.68 (Amount deposited NIL) F. Y 2011-2012 ACIT Circle 62(1) New Delhi
Income Tax Department Disallowance u/s 40(a)(ii) 40(a) (ia) disallowance of depreciation of tipper and disallowance of TDS credit on account of Mobilisation 372.65 (Amount deposited 56 Lacs) F. Y 2012-2013 CIT Circle 62(1) New Delhi
Income Tax Department Penalty u/s 271(1)(c) 2.18 (Amount deposited 2 Lacs) F. Y. 2011-2012 CIT Appeal New Delhi

8. Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion the company has defaulted in repayment of dues to afinancial institution bank Government or dues to debenture holders. The detail of periodand the amount of default as ascertained by the management is as follows: -

Details of Continuing defaults in repayment of secured Term loan from bank and otherunder CDR:

FROM BANK FITL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
State Bank of India 242929250 163509859 406439109 Apr‘14 to Mar‘18
State Bank of Hyderabad 33061598 13841919 46903517 Jun‘16 to Mar‘18
ICICI Bank 3019654 838802 3858456 Oct‘17 to Mar‘18
Oriental Bank of Commerce 35915750 30246976 66162726 Apr‘14 to Mar‘18
Central Bank of India 68200000 60910149 129110149 Jul‘14 to Mar‘18
State Bank of Patiala 72864000 29434275 102298275 Jun‘16 to Mar‘18
TOTAL 455990252 298781980 754772232

WCTL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
State Bank of India 547391250 689104887 1236496137 Apr‘14 to Mar‘18
State Bank of Patiala 178425000 166725845 345150845 Jun‘16 to Mar‘18
State Bank of Hyderabad 85401504 91352818 176754322 Jun‘16 to Mar‘18
Indusland Bank - 780984 780984 Jul‘17 to Mar‘18
ICICI Bank 8251250 6931103 15182353 Sep‘17 to Mar‘18
IDBI 4735125 5822273 10557398 Mar‘17 to Mar‘18
Oriental Bank of Commerce 87354750 137872642 225227392 Apr‘14 to Mar‘18
Central Bank of India 141867750 189144905 331012655 Jul‘14 to Mar‘18
TOTAL 1053426629 1287735457 2341162086

CTL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
State Bank of Hyderabad (merged with SBI) 9214340 9880318 19094658 Jun‘16 to Mar‘18

MTL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
State Bank of Patiala (merged with SBI) 14722500 13735968 28458468 Jul‘16 to Mar‘18

FROM OTHERS FITL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
Srei Equipment 5298832 422938 5721770 Oct‘15 to Dec. 17
L&T Infra Finance Ltd. 124781314 34282427 159063741 Oct‘14 to Dec. 17
TOTAL 130080146 34705365 164785511

CTL

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
L&T Infra Finance Ltd. 449489616 238741851 688231467 Jan ‘14 to Dec ‘17
Srei Equipment - 15223471 15223471 Nov ‘15 to Dec‘ 17
TOTAL 449489616 253965322 703454938

Details of continuing defaults in repayment of Secured Term Loans for Machinery &Vehicles from Others under Non-CDR Scheme:

Name of Bank Principal Amount Interest Accrued and Due Total Amount Overdue Period to Which it Relates
Magma Fincorp Ltd 107986 3264 111250 Dec ‘16 to Apr ‘17
SREI equipment Finance Pvt Ltd 31069729 22866086 53935815 Oct‘17 & Mar ‘18
TOTAL 31177715 22869349 54047065

Detail of continuing defaults in repayment of interest on Demand Loans from Banks

Name of Bank Principal Amount Interest (Overdue) Total Amount Overdue Overdue Period
DBS Bank Ltd N.A. 218439410 218439410 Jun '12 to Mar ‘18
Standard Chartered Bank N.A 1756323 1756323 Mar‘18
TOTAL 220195733 220195733

INTEREST ON CC/OD

Name of Financer Principal Amount Interest (Overdue) Total Amount Overdue Overdue Period
State Bank of India N.A 489105718 489105718 Nov'14 to Mar'18
Central Bank of India N.A 145409932 145409932 Oct'14 to Mar'18
State Bank of Patiala(merged with SBI) N.A 196743364 196743364 Jul‘16 to Mar‘18
State Bank of Hyderabad(merged with SBI) N.A 100530791 100530791 Jul‘16 to Mar‘18
TOTAL 931789805 931789805

9. The company has not raised moneys by way of initial public offer or further publicoffer (including debt instrument). However the moneys were raised by way of term loanswhich were applied for the purposes for which those were raised.

10. Based upon the audit procedures performed and according to the information andexplanations given to us no fraud by the company or any fraud on the company by itsofficers or employees has been noticed or reported during the course of our audit thatcauses the financial statements to be materially misstated.

11. The company has not paid any managerial remuneration for the year underconsideration.

12. The company is not a Nidhi Company hence this clause is not applicable.

13. Based upon the audit procedures performed and according to the information andexplanations given to us all transactions with related parties are in compliance withsections 177 and 188 of Companies Act 2013 wherever applicable and the details havebeen disclosed in the Financial statements etc. as required by the applicable accountingstandards.

14. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review.

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

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

For Bedi Saxena & Co.
Chartered Accountants
FRN:000776C
Rajesh Bedi
Place: Gurgaon (Partner)
Date : 29.05.2018 M. No. : 070300

ANNEXURE ‘B'TO THE AUDITORS REPORT

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

We have audited the internal financial controls over financial reporting of (TheCompany') as of 31-Mar-2018 in conjunction with our audit of the Ind AS standalonefinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information 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 auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the Ind AS financial statements whether due to fraud or error. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Company's internal financial controls system over financialreporting.

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 31st March 2018 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 Bedi Saxena & Co.
Chartered Accountants
FRN:000776C
Rajesh Bedi
Place: Gurgaon (Partner)
Date : 29.05.2018 M. No. : 070300