To the Members of

Management's responsibility for the Financial Statements

The Company's Board of Directors is Responsible for the state in Sub-Section (5) ofSection 134 of the Companies Act2013 ("the Act") with respect to thepresentation of these financial statements given a true and fair view on the financialposition financial performance and cash flow statements of the company in accordance withthe accounting principal generally accepted in India including Accounting Standardsprescribed in Section 133 of the Act read with Rule 7 of the Companies Accounting(Rule)2014. This Responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the companyand for preventing and detecting frauds and other irregularities. Section and applicationof appropriate accounting policies; making a judgement and estimates that are reasonableand prudent; and the design implementation and maintenance on internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditors' Responsibilities

Our responsibility is to express an opinion on these financial statements based on ouraudit.

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

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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgements including the assessments of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthat auditor considers internal financial control relevant to the company's preparation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements along with the notes thereon give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the company as at 31st march 2016 and its profit and its cash flow for theyear ended on that date.

Report on other legal and Regulatory Requirements

As required by 'the Companies (Auditor's report) order 2016' issued by the CentralGovernment of India in terms of sub-section (11) of the Section 143 of the Act ("theorder") and on basis of such checks of the books and records of the Company as weconsider appropriate and according to the information and explanation given to us weenclose in the Annexure a statement on the matters specified in paragraph 3 and 4 of thesaid order to the extent applicable.

Further as required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanation which to the best ofour knowledge and belief 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 books of accounts.

c) The Balance Sheet the Statements of Profit and Loss and the Cash Flow Statementsdealt with by this Report are in agreement with the books of accounts.

d) In our opinion the aforesaid financial statements company with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

e) On the basis of the written presentations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial control over financialreporting of the Company and operating effectiveness of such controls refer to ourseparate Report in "Annexure A".

g) With respect to the other matter 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 explanation given to us:

i. The Company does not have any pending litigation which would impact its financialposition

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 were required to be transferred to the investorEducation and protection Fund by the Company.

For Shailesh Pandey & Co

Chartered Accountants

(Firm Registration No. 133595W)

Sd/-

Shailesh Pandey

Proprietor Membership No. 145701

Place: Mumbai

Date: 30.05.2016

ANNEXURE TO THE AUDITORS' REPORT ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31STMARCH 2016 OF JRI INDUSTRIES & INFRASTRUCTURE LIMITED

i. In respect of Fixed Assets: a) The Company has maintained proper records showingfull particulars including quantitative details and situation of fixed assets on the basisof available information.

b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable havingregard to the size of the company and the nature of its assets. No material discrepancieswere noticed on such physical verification.

ii. In respect of Inventories: a) The nature of inventory held by the Company does notdemand for physical verification and hence clause 3(ii)(a) and 3(ii)(b) of the Companies(Auditor's Report ) Order 2016 are not applicable..

b) As explained the Company has been maintaining proper records of the inventory andno material discrepancies where noticed in relation to it.

iii. In respect of loans secured or unsecured granted to Companies firms or otherparties covered in the register maintained under Section 189 of the Companies Act 2013;

a) The Company has not granted any loans to such parties during the year and hence thequestion of regular receipt of principal amount and interest does not arise.

b) Since the Company has not granted loans to such parties there is no instance ofoverdue amount of Rupees One Lakh.

iv. In our opinion and according to the information and explanations given to usthere exist adequate internal control systems commensurate with the size of the Companyand the nature of its business with regards to sale of goods and services. During thecourse of our audit no major weakness has been noticed in the internal controls.

v. In our opinion and explanation given to us during the year the Company has notaccepted any deposits to which the directives of the Reserve Bank or provisions of Section73 to 76 or any other relevant provisions of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 framed there under would apply.

vi. The Central Government has not prescribed maintenance of cost records undersub-section (1) of Section 148 of the companies Act 2013 for any of the services of theCompany.

vii. a) According to the information given to us and the records of the Companyexamined by us the Company is regular in depositing the undisputed statutory duesincluding provident fund employee's state insurance Income Tax Sales Tax Wealth TaxCustoms Duty Excise Duty Service Tax Investor Education and Protection Fund and anyother statutory dues as at 31st March 2016.

b) According to the information and explanation given to us and the records of theCompany examined by us there are no dues of income tax Sales Tax Wealth Tax CustomsDuty Excise Duty Service Tax and no statutory dues required to be deposited on accountof any dispute except the following:

viii. The Company has neither taken any loan from banks and financial institutions norissued any debentures. Accordingly the provisions of Clause 3(viii) of the Order are notapplicable to the Company.

ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of books and records of the Company andaccording to the information and explanations given by the management we have neithercome across any instance of material fraud on or by the Company noticed or reportedduring the year nor have we been informed of any such case by the Management.

xi. The Company has not paid/ provided for managerial remuneration. Accordingly theprovisions of Clause 3(xi) of the Order are not applicable to the Company.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it. Accordingly the provisions of Clause 3(xii) of the Order are not applicable to theCompany.

xiii. The details of related party transactions have been disclosed in the financialstatements as required under Accounting Standard (AS) 18 Related Party Disclosuresspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company

xv. The Company has not entered into any non cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Shailesh Pandey & Co

Chartered Accountants

(Firm Registration No. 133595W)

Sd/-

Shailesh Pandey

Proprietor Membership No. 145701

Place: Mumbai

Date: 30.05.2016