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Jash Engineering Ltd.

BSE: 535019 Sector: Engineering
NSE: JASH ISIN Code: INE039O01011
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Jash Engineering Ltd. (JASH) - Auditors Report

Company auditors report

To the Members of Jash Engineering Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements ofJash Engineering Limited ('the Company') which comprise the Balance Sheet as at 31 March2020 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ('Act') in the manner so required and givea true and fair view in conformity with the accounting principles generally accepted inIndia including Indian Accounting Standards ('Ind AS') specified under section 133 of theAct of the state of affairs of the Company as at 31 March 2020 and its profit (includingother comprehensive income) its cash flows and the changes in equity for the year endedon that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Our responsibilities under those standards arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') togetherwith the ethical requirements that are relevant to our audit of the financial statementsunder the provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Emphasis of Matter

4. We draw attention to Note 61 of the standalone financial statementwhich describes the uncertainties due to the outbreak of Covid-19 pandemic andmanagement's evaluation of the impact on the standalone financial statements of theCompany as at the balance sheet date. The impact of these uncertainties on the Company'soperations is significantly dependent on future developments. Our opinion is not modifiedin respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

6. We have determined the matters described below to be the key auditmatters to be communicated in our report.

Key audit matters How our audit addressed the key audit matters
Recoverability assessment of investment made in and loans and trade receivables due from Jash USA Inc.
The Company has investments in equity shares of Jash USA Inc. (‘Jash USA') a wholly owned subsidiary amounting to INR 1573.32 lakhs as stated in Note 9 and Note 56 to the accompanying standalone financial statements. These investments are carried at cost in accordance with Ind AS 27 Separate Financials Statements. Our audit procedures in relation to the recoverability assessment of investment made in and loans and trade receivables due from Jash USA included but were not limited to the following:
• Obtained an understanding of management's processes and controls for determining the fair valuation of investments.
Further as at 31 March 2020 the Company also has outstanding long-term loans and trade receivable recoverable from Jash USA amounting to INR 467.80 lakhs and INR 5455.59 lakhs respectively. • Evaluated the design and tested the operating effectiveness of key controls implemented by the management around fair valuation of investments including for cash flow projections use of estimates involved and review of valuation performed.
Jash USA has incurred losses in the recent past as disclosed in Note 56 to the financial statements. The carrying values of the aforesaid balances were tested for impairment by the management in accordance with the principles of Ind AS 36 Impairment of Assets. For this purpose a valuation was carried out by an independent valuation specialist in his capacity as a management's expert using discounted cash flow (‘DCF') method to determine the recoverable value of the investment. • Evaluated the independent valuation specialist's professional competence expertise and objectivity.
• Tested the accuracy of the input data provided by the management to the independent valuation specialist by reconciling the projected cash flows to approved business plans of the subsidiary companies.
• Tested the reasonableness of the key assumptions used
Management's assessment of the fair valuation of investments as aforesaid is complex and requires estimation and judgement around assumptions used. The key assumptions underpinning management's assessment of the fair valuation include but are not limited to projections of future cash flows growth rates discount rates estimated future operating and capital expenditure. The complexity involved in such assumptions and estimates increased in the current year due to the impact of COVID-19 pandemic outbreak on the Company's operations as disclosed in Note 61 to the accompanying financial statements. in the cash flow projections and fair valuation such as growth rates discount rate etc. including the impact of COVID-19 on such assumptions considering our understanding of the business industry and relevant market factors.
• Involved auditor's expert to assess the appropriateness of the valuation model used by the management and the assumptions used relating to discount rates risk premium industry growth rates etc. to assess their reasonability.
• Tested the mathematical accuracy of the cash flow projections fair valuation computation and sensitivity analysis prepared by the management.
Accordingly considering the materiality of the carrying amounts recoverability assessment of aforesaid investments and receivables this matter has been determined to be a key audit matter for current year's audit.
• Evaluated the appropriateness and adequacy of disclosures made in the accompanying standalone financial statements in relation to such investments their fair valuation and such loans and trade receivables as required by applicable accounting standards.
Valuation of Inventory:
Refer Note 3.7 for accounting policy and Note 14 for disclosures in standalone financial statements. Our audit procedures to assess valuation of inventories included but were not limited to the following:
At the balance sheet date 31 March 2020 the Company held inventories comprising of raw materials and components finished goods work-in-progress and stores and spares worth INR 4980.28 lakhs as detailed in note 14 to the accompanying standalone financial statements. • Obtained an understanding of the management's process of valuation of inventory.
• Evaluated the design and tested the operating effectiveness of key controls around valuation including around estimates stage of completion complex overhead computations and determination of net realizable value of inventory items.
The Company follows manual inventory valuation methods which includes allocation of various production and administration related overheads on the finished goods and inventory which is classified as work in progress.
• Evaluated the appropriateness of the Company's accounting policy and valuation method of inventory in accordance with the accounting standards.
Owing to the nature of the business which involves manufacture of engineering products specific to the needs of the customers the valuation of inventory involves evaluating reasonableness of materials used for each product being manufactured.
• Discussed with management the rationale supporting assumptions and estimates used in carrying out the inventory valuation and corroborated the same to our understanding of the business. Tested the computation of various overhead absorption rates by tracing the underlying data to audited historical operational results of the company.
In addition to the above the complexities involved in this assessment include:
• Identification of products where specific administration and production overheads and others allocations such as job work costs and design costs are to be added to the cost of inventory • On a sample basis recomputed the cost of the inventory by applying management's valuation model which included inspection of approved bills of material (BOM) testing underlying cost of acquisition of raw materials consumed and testing overheads and labour cost allocation to such inventory items.
• Assessment of the completion percentage of products
• Judgement involved in computation of machine hour rate machine hours' efficiency foundry and quality department labour hours etc. which are subject to high estimation uncertainty due to rapid technological changes. • Obtained the understanding of management process for identification of slow moving non-moving or obsolete inventories and ensured that the same is consistently applied.
• Performed an independent analysis of the ageing of inventory line items leading to specific inquiries with the management to ensure the completeness of the inventory identified as slow moving non-moving and obsolete.
Further at the end of each reporting period the management of the Company also assesses whether there is any objective evidence that net realizable value of any item of inventory is below the carrying value. If so such inventories are written down to their net realizable value in accordance with Ind AS 2 Inventories. Such specific identification performed by management to ascertain slow moving and obsolete inventories and assessment of net realizable value of such slow moving and obsolete inventory items require significant judgement and estimation.
• For slow and non-moving inventories as on 31 March 2020 identified by the management recomputed the allowance created by the management using management's model which has been consistently applied.
Considering the complexities and materiality of amounts involved this matter has been determined to be a key audit matter for current year audit. • Tested the net realizable value of finished goods inventory on a sample basis to recent selling prices less costs to sell to identify allowance required for finished goods.
• Tested ageing of inventory items obtained through system reports as applicable.
• Evaluated the appropriateness and adequacy of disclosures made in the accompanying standalone financial statements in accordance with the applicable accounting standards.
First time adoption of Ind AS framework
As disclosed in Note 64 to the accompanying standalone financial statements the Company has adopted the Indian Accounting Standards notified under section 133 of the Companies Act 2013 read together with the Companies (Indian Accounting Standards) Rules 2015 (as amended) ('Ind AS') with effect from 1 April 2019 (1 April 2018 being the transition date) and prepared the first set of standalone financial statements under Ind AS framework in the current year. Our procedures in respect of the first-time adoption of Ind AS financial reporting framework included but not limited to the following:
• Obtained an understanding of management's processes and controls around adoption of Ind AS. We sought explanations from the management for areas involving complex judgements or interpretations to assess its appropriateness.
For periods up to and including the year ended 31 March 2019 the Company has prepared its standalone financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013 read together with paragraph 7 of the Companies (Accounts) Rules 2014 (Indian GAAP or previous GAAP). • Reviewed the implementation of exemptions availed and options chosen by the Company in accordance with the requirements of Ind AS 101 First Time Adoption of Indian Accounting Standards (Ind AS 101).
• Evaluated the accounting policies adopted by the Company on transition to Ind AS and assessed its appropriateness basis our understanding of the entity and its operations and the requirements of relevant accounting standards under the Ind AS framework.
This change in the financial reporting framework required an end-to-end evaluation of the potential impact on each component of the financial statement which involved significant efforts required by the management. This process also required the management to apply significant judgements to identify and elect appropriate accounting policies suitable for various transactions and balances relating to the operations of the Company including electing of available options for transition of balances as at transition date from the previous GAAP to the new GAAP.
• Evaluated whether the presentation and disclosures in the financial statements are in accordance with the requirements of the applicable standards and regulatory requirements.
• Evaluated the appropriateness and adequacy of disclosures with respect to the reconciliations prepared and presented by the management in the financial statements in accordance with Ind AS 101.
Further the first time preparation of the Ind AS standalone financial statements involved preparation and presentation of additional notes and disclosures as required by the Ind AS framework as compared to the previous GAAP in addition to Note 64 to the standalone financial statements setting forth the reconciliation of balances from previous GAAP to the new GAAP as at the transition date and the impact of restatement on the results of the comparative period due to such transition.
The areas where there was a significant impact on account of first-time adoption of Ind AS; involved the following standards amongst others:
a) Ind AS 109 Financial Instruments
b) Ind AS 116 Leases
c) Ind AS 115 Revenue from Contracts with Customers.
Considering the significance of the above transition with respect to the financial statements the complexities and efforts involved this matter has been determined as a key audit matter for the current year audit.

Information other than the Financial Statements and Auditor's Reportthereon

7. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone financial statements and our auditor's reportthereon. The Annual Report is expected to be made available to us after the date of thisauditor's report.

Our opinion on the standalone financial statements does not cover theother information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

8. The accompanying standalone financial statements have been approvedby the Company's Board of Directors. The Company's Board of Directors is responsible forthe matters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Ind AS specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

9. In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

10. Those Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

11. Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

12. As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol;

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern;

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation;

13. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

14. We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

15. From the matters communicated with those charged with governancewe determine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matter

16. The Company had prepared separate sets of statutory standalonefinancial statements for the years ended 31 March 2019 and 31 March 2018 in accordancewith {Accounting Standards prescribed under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014 (as amended)} on which we issued auditor's reports tothe members of the Company dated 28 May 2019 and 29 May 2018 respectively. Thesestandalone financial statements have been adjusted for the differences in the accountingprinciples adopted by the Company on transition to Ind AS which have also been audited byus. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act based on our audit wereport that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.

18. As required by the Companies (Auditor's Report) Order 2016 ('theOrder') issued by the Central Government of India in terms of section 143(11) of the Actwe give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

19. Further to our comments in Annexure A as required by section143(3) of the Act based on our audit we report to the extent applicable that:

a) we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our auditof the accompanying standalone financial statements;

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are inagreement with the books of account;

d) In our opinion the aforesaid standalone financial statements complywith Ind AS specified under section 133 of the Act;

e) the matter described in paragraph 4 under the Emphasis of Matter inour opinion may have an adverse effect on the functioning of the Company.

f) on the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2020 from being appointed as a director in terms of section164(2) of the Act;

g) we have also audited the internal financial controls with referenceto financial statements of the Company as on 31 March 2020 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date andour report dated 25 June 2020 as per Annexure B expressed unmodified opinion; and

h) with respect to the other matters to be included in the Auditor'sReport in accordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (asamended) in our opinion and to the best of our information and according to theexplanations given to us:

i. the Company as detailed in Note 44 to the standalone financialstatements has disclosed the impact of pending litigations on its financial position asat 31 March 2020;

ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2020;

iii. there were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended 31 March2020.; and

iv. the disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from 8 November 2016 to 30December 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
S/d-
Nitin Toshniwal
Partner
Membership No.: 507568
UDIN: 20507568AAAABS2492
Place: Faridabad
Date: 25 June 2020

Annexure A to the Independent Auditor's Report of even date to themembers of Jash Engineering Limited on the standalone financial statements for the yearended 31 March 2020

Based on the audit procedures performed for the purpose of reporting atrue and fair view on the standalone financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(I) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets in the nature ofproperty plant and equipment capital work-in-progress right of use assets andintangible assets.

(b) The fixed assets have been physically verified by the managementduring the year and no material discrepancies were noticed on such verification. In ouropinion the frequency of verification of the fixed assets is reasonable having regard tothe size of the Company and the nature of its assets.

(c) The title deeds/lease deeds of all the immovable properties (whichare included under the head 'property plant and equipment' and right-of-use assets) areheld in the name of the Company.

(ii) In our opinion the management has conducted physical verificationof inventory at reasonable intervals during the year except for stocks lying with thirdparties. For stocks lying with third parties at the year-end written confirmations havebeen obtained by the management. No material discrepancies between physical inventory andbook records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies covered inthe register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans arenot prima facie prejudicial to the Company's interest;

(b) the schedule of repayment of principal and payment of interest hasbeen stipulated and the principal amount and the interest amount are not due for repaymentcurrently; and

(c) there is no overdue amount in respect of loans granted to suchcompanies.

(iv) In our opinion the Company has complied with the provisions ofSections 185 and 186 of the Act in respect of loans investments and guarantees. Furtherin our opinion the Company has not entered into any transaction covered under Section 185and Section 186 of the Act in respect of security.

(v) In our opinion the Company has not accepted any deposits withinthe meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are notapplicable.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the Rules made by the Central Government for the maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company's productsand are of the opinion that prima facie the prescribed accounts and records have beenmade and maintained. However we have not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of customs duty ofexcise goods and services tax value added tax cess and other material statutory duesas applicable have generally been regularly deposited to the appropriate authoritiesthough there has been a slight delay in a few cases. Further no undisputed amountspayable in respect thereof were outstanding at the year-end for a period of more than sixmonths from the date they became payable.

(b) The dues outstanding in respect of income-tax sales-tax servicetax duty of customs duty of excise and value added tax on account of any dispute are asfollows:

Statement of Disputed Dues

Name of Statues Nature of dues Amount (INR in lakhs) Amount paid under protest (INR in lakhs) Period to which amount relates Forum where dispute is pending
Central Sales Tax Act 1956 Central Sales Tax 13.94 8.98 Financial year 1999-00 Hon'ble High Court of Madhya Pradesh
Central Sales Tax Act 1956 Central Sales Tax 2.39 0.92 Financial year 2000-01 Hon'ble High Court of Madhya Pradesh
Central Sales Tax Act 1956 Central Sales Tax 6.36 1.27 Financial year 2012-13 Madhya Pradesh Commercial Tax Appellate Board
Central Sales Tax Act 1956 Central Sales Tax 131.22 13.17 Financial Year 2016-17 Additional Commissioner of Commercial Tax
Income Tax Act 1961 Income tax 2.13 Financial Year 2016-17 Commissioner of Income tax (Appeals)

(viii) The Company has not defaulted in repayment of loans orborrowings to any bank or financial institution during the year. The Company has no loansor borrowings payable to government and did not have any outstanding debentures during theyear.

(ix) In our opinion the Company has applied moneys raised by way ofthe term loans for the purposes for which these were raised. The Company did not raisemoneys by way of initial public offer/further public offer (including debt instruments)during the year.

(x) No fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Companyin accordance with the requisite approvals mandated by the provisions of Section 197 ofthe Act read with Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordinglyprovisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are incompliance with Sections 177 and 188 of Act where applicable and the requisite detailshave been disclosed in the standalone financial statements etc. as required by theapplicable accounting standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cashtransactions with the directors or persons connected with them covered under Section 192of the Act.

(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act1934.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Sd/-
Nitin Toshniwal
Partner
Membership No.: 507568
UDIN: 20507568AAAABS2492
Place: Faridabad
Date: 25 June 2020

Annexure B to the Independent Auditor's Report of even date to themembers of Jash Engineering Limited on

the standalone financial statements for the year ended 31 March 2020

Independent Auditor's Report on the internal financial controls withreference to the standalone financial statements under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 ('the Act')

1. In conjunction with our audit of the standalone financial statementsof Jash Engineering Limited ('the Company') as at and for the year ended 31 March 2020 wehave audited the internal financial controls with reference to financial statements of theCompany as at that date.

Responsibilities of Management and Those Charged with Governance forInternal Financial Controls

2. The Company's Board of Directors is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the 'Guidance Note') issued by the Institute of Chartered Accountantsof India (the 'ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of the Company's business including adherenceto the Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility for the Audit of the Internal FinancialControls with Reference to Standalone Financial Statements

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the ICAIprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements and the Guidance Noteissued 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 with reference to financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements includes obtaining an understanding of suchinternal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to FinancialStatements

6. A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls with Reference toFinancial Statements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such controls wereoperating effectively as at 31 March 2020 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note issued the ICAI.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Sd/-
Nitin Toshniwal
Partner
Membership No.: 507568
UDIN: 20507568AAAABS2492
Place: Faridabad
Date: 25 June 2020

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