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Sai Industries Ltd.

BSE: 530905 Sector: Financials
NSE: N.A. ISIN Code: INE213S01013
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Sai Industries Ltd. (SAIINDUSTRIES) - Auditors Report

Company auditors report

To the Member of

Sai Industries Limited

CIN-L74999DL1991PLC045678

Financial Year-2017-18

Report on the standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Sai IndustriesLimited CIN-L74999DL1991PLC045678 ("the Company") which comprise thebalance sheet as at 31st March 2019 Statement of Profit and Loss statementof changes in equity and statement of Cash Flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2019 and profit & loss changes in equity and its cashflows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of company in accordance with Code of Ethicsissued by the Institute of Chartered Accountants of India together with ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled ourethical 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.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.There are on Key Audit Matter to communicate in the auditor's report.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of the Directors is responsible for the matters stated in Section134(5) of The Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true & fair view of the financialposition financial performance in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under Section 133 of theAct read with rule 7 of the Companies (accounts) Rules 2014. This responsibility alsoincludes maintenance of the adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate implementationand maintenance of accounting policies; making judgements 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 financial statements that give true & fair view and free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtainreasonable assurance about whether the financial statementsare free from material misstatement whether due to fraud or error and to issue anauditor's report that includes our opinion. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions if users taken on the basis ofthese financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other legal and Regulatory Requirements

As required by the Companies (Auditor's Report ) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

As required by Section 143(3) of the Act We report that:

a) We have sought and obtained all the information & explanations which to the bestof our 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 those books .

c) The Balance sheets the statement of Profit & Loss the Statement of Changes inEquity and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account

d) In our opinion the aforesaid standalone financial statements comply with theaccounting standards specifies under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as at 31stMarch 2019 taken on record by the Board of Director none of the directors is disqualifiedas on 31 March 2019 from being appointed as a director in terms of Section 164 (2) of theAct.

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

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. 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 Dhillion& Associates

(Chartered Accountants)

Reg No. 002783N

Sd/-

Partner-Sunil Gaba F.C.A

M.No -507916

Date-03/09/2019

Place-Delhi

"ANNEXURE A" TO THE INDEPENDENT AUDITORS REPORT OF EVEN ON THE STANDALONEFINANCIAL STATEMENTS OF SAI INDUSTRIES LIMITED

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

i. We have audited the internal financial controls over financial reporting for SaiIndustries Limited ("the Company") as of March 31 2019 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

ii. The Company's management is responsible for establishing and maintaining internalfinancial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India "These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

iii. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls Over Financial Reporting

vi. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purpose in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

viii. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2019 based on"the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India".

For Dhillion& Associates

(Chartered Accountants)

Reg No. 002783N

Partner-Sunil Gaba F.C.A

M. No -507916

Date -03/09/2019

Place -Delhi

Annexure Referred to in Paragraph (2) of our Report of even date to the members of M/sSai Industries Limited for the year ended on 31st March 2018.

1)

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

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

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

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

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

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

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

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

7) a) According to the records of the company generally the company is regular indepositing with appropriate authorities undisputed statutory dues including providentfund employee's state insurance income tax wealth tax sales tax service tax customduty excise duty value added tax cess and any other material statutory dues applicableto it. No undisputed amounts payable in respect of the above were outstanding as at 31stMarch 2019 for a period of more than six months from the date they became payable.

b) The disputed statutory dues aggregating to Rs.12.51 lacs plus interest due (notascertained yet) that have not been deposited on account of matters pending before theappropriate authority are as under-

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

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

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

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

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

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

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

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

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

For Dhillion & Associates

(Chartered Accountants)

Reg No. 002783N

Sd/-

Partner- Sunil Gaba F.C.A

M. No - 507916

Date - 03/09/2019

Place - Delhi