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Essar Ports Ltd.

BSE: 500630 Sector: Infrastructure
NSE: ESSARPORTS ISIN Code: INE282A01024
BSE 00:00 | 04 Mar Essar Ports Ltd
NSE 05:30 | 01 Jan Essar Ports Ltd
OPEN 138.00
PREVIOUS CLOSE 124.30
VOLUME 700113
52-Week high 140.50
52-Week low 0.00
P/E 61.23
Mkt Cap.(Rs cr) 266
Buy Price 0.00
Buy Qty 0.00
Sell Price 124.30
Sell Qty 33.00
OPEN 138.00
CLOSE 124.30
VOLUME 700113
52-Week high 140.50
52-Week low 0.00
P/E 61.23
Mkt Cap.(Rs cr) 266
Buy Price 0.00
Buy Qty 0.00
Sell Price 124.30
Sell Qty 33.00

Essar Ports Ltd. (ESSARPORTS) - Auditors Report

Company auditors report

TO THE MEMBERS OF ESSAR PORTS LIMITED Report on the Standalone Ind AS FinancialStatements

We have audited the accompanying standalone Ind AS financial statements of Essar PortsLimited ("the Company") which comprise the Balance Sheet as at 31st March2018 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flow and the Statement of Changes in Equity for the year then ended anda summary of significant accounting policies other explanatory information.

Management's Responsibility for the Standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder Section 133 of the Act read with Companies (Indian Accounting Standards) Rules2015 as amended and the accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS 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 standalone Ind AS 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 of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the standalone Ind ASfinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs(financial position) of the Company as at 31st March 2018 and its loss (financialperformance including other comprehensive income) its cash flows and the changes inequity for the year ended on that date.

Report on Other Legal and Regulatory Requirements i. As required by Section 143 (3)of the Act we report that: (a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof 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 Profitand Statement

Loss including Other Comprehensive Income the Statement of Cash Flow and the Statementof Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the Companies (Indian Accounting Standards) Rules2015 as amended.

(e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164 (2) of the Act.

(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'. Our report expresses an unmodified opinion on theadequacy and operating effectiveness of the

Company's internal financial controls over financial reporting.

(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 explanations given to us: i. TheCompany has disclosed the impact of pending litigations on its financial position in itsInd AS financial statements Refer Note 35 to the standalone Ind AS financial statements.ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses. iii. There were no amounts which wererequired to be transferred to the Investor Education and Protection Fund by the Company.ii. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of subsection 11 of section 143 of the Act wegive in the ‘Annexure B' a statement on the matters specified in paragraphs 3 and 4of the Order.

For MSKA & ASSOCIATES
(FORMERLY KNOWN AS MZSK & ASSOCIATES)
Chartered Accountants
Firm Registration No. 105047W
Anita Somani
Place : Mumbai Partner
Date : June 25 2018 Membership No. 124118

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF ESSAR PORTS LIMITED

[Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report]

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

We have audited the internal financial controls over financial reporting of Essar PortsLimited ("the Company") as of March 31 2018 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

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) (the "GuidanceNote". These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

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 and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with 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

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 March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note.

For MSKA & ASSOCIATES
(FORMERLY KNOWN AS MZSK & ASSOCIATES)
Chartered Accountants
Firm Registration No. 105047W
Anita Somani
Place : Mumbai Partner
Date : June 25 2018 Membership No. 124118

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

[Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report of even date to the members of EssarPorts Limited on the financial statements for the year ended March 31 2018] i. (a)The company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets.

(b) All the fixed assets have been physically verified the management during the yearand no material discrepancies were identified on such verification.

(c) According to the information and explanations given to us The Company does nothave any immovable properties of freehold or leasehold land and building and hencereporting under paragraph 3(i)(c) of the Order is not applicable ii. The Company isinvolved in the business of rendering services. Accordingly the provisions stated inparagraph 3(ii) of the Order are not applicable to the Company. iii. The Company has notgranted any loans secured or unsecured to Companies Firms Limited LiabilityPartnerships (LLP) or other parties covered in the register maintained under section 189of the Companies Act 2013 (‘the Act'). Accordingly the provisions stated inparagraph 3 (iii) (a) to (c) of the Order are not applicable to the Company. iv. In ouropinion and according to the information and explanations given to us the Company has noteither directly or indirectly granted any loan to any of its directors or to any otherperson in whom the director is interested in accordance with the provisions of section185 of the Act and the Company has not made investments through more than two layers ofinvestment companies in accordance with the provisions of section 186 of the Act.Accordingly provisions stated in paragraph 3(iv) of the Order are not applicable to theCompany. v. In our opinion and according to the information and explanations given to usthe Company has not accepted any deposits from the public within the meaning of Sections73 74 75 and 76 of the Act and the rules framed there under. vi. The provisions ofsub-section (1) of section 148 of the Act are not applicable to the Company as the CentralGovernment of India has not specifiedthe maintenance of cost records for any of theproducts of the Company. Accordingly the provisions stated in paragraph 3 (vi) of theOrder are not applicable to the Company.. vii. (a) According to the information andexplanations given to us and the records of the Company examined by us in our opinionthe Company is regular in depositing with appropriate authorities undisputed statutorydues including provident fund employees' state insurance goods and service taxsales-tax service tax duty of customs duty of excise value added tax cess and anyother statutory dues applicable to it except income-tax where there were few delays and noamount in respect of these dues were in arrears as at 31st March 2018 for a period ofmore than six months from the date they become payable. As informed to us the provisionsof employees' state insurance and excise duty were not applicable to the company duringthe year. by (b) According to the information and explanation given to us and examinationof records of the Company the outstanding dues of income-tax sales-tax service taxcustoms duty excise duty value added tax cess and any other statutory dues on accountof any dispute are as follows:

Name of the statute Nature of dues Amount (Rs. Lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 4588 AY 12-13 to AY 14-15 Commissioner of Income Tax (Appeal)
Income Tax 23506 AY 10-11 to AY 11-12 Income Tax Appellate Tribunal

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of dues to the financial institution bank ordebenture holders. ix. The Company did not raise any money by way of initial public offeror further public offer (including debt instruments) and term loans during the year.Accordingly the provisions stated in paragraph 3 (ix) of the Order are not applicable tothe Company. x. During the course of our audit 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 or employees. xi. According to theinformation and explanations given to us and based on our examination of the records ofthe Company the Company has paid/ provided for managerial remuneration in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Act. xii. In our opinion and according to the information and explanations given tous the Company is not a Nidhi company. Accordingly the provisions stated in paragraph3(xii) of the Order are not applicable to the company. xiii. According to the informationand explanations given to us and based on our examination of the records of the Companytransactions with the related parties are in compliance with sections 177 and 188 of theAct where applicable and details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has made preferential allotmentcompulsorily convertible debentures during the year and the requirements of Section 42 ofthe Act have been complied with. The amount raised has been used for the purposes forwhich they were raised. xv. According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordinglyprovisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

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

For MSKA & ASSOCIATES
(FORMERLY KNOWN AS MZSK & ASSOCIATES)
Chartered Accountants
Firm Registration No. 105047W
Anita Somani
Place : Mumbai Partner
Date : June 25 2018 Membership No. 124118

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