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Schneider Electric Infrastructure Ltd.

BSE: 534139 Sector: Engineering
NSE: SCHNEIDER ISIN Code: INE839M01018
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VOLUME 5194
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OPEN 95.00
CLOSE 95.85
VOLUME 5194
52-Week high 149.50
52-Week low 91.15
P/E
Mkt Cap.(Rs cr) 2,287
Buy Price 95.15
Buy Qty 52.00
Sell Price 95.60
Sell Qty 333.00

Schneider Electric Infrastructure Ltd. (SCHNEIDER) - Auditors Report

Company auditors report

To

The Members of

SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SCHNEIDER ELECTRICINFRASTRUCTURE LIMITED("the Company") which comprise the Balance Sheet as atMarch 31 2017 the Statement of Profit and Loss and Cash Flow Statement for the year thenended and a summary of significant accounting policies 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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with accountingprinciples generally accepted in India including the Accounting Standards specified undersection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014and theCompanies (Accounting Standards) Amendment Rules 2016. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial control that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. 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 accordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of Indiaas specified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the financialstatements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2017 its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 4 of the Order.

2. 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 the bestof our knowledge and belief

were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required bylaw have been kept by theCompany so far as it appears

from our examination of those books;

(c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in

agreement with the books of account;

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014and the Companies (Accounting Standards) Amendment Rules 2016;

(e) On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of section 164 (2) ofthe 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 2 to this report;

(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 has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 31 to the financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts Refer Note 6 to the financial statements;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund

by the Company;

iv. As per books of accounts of the Company and as represented by the management of theCompany the Company did not have cash balance as on November 8 2016 and December 302016 and has no cash dealings during this period.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

Partner

Membership Number: 83906

Place: Amsterdam

Date: May 30 2017

Annexure

Annexure 1 referred to in paragraph 1 under the heading "Report on other legal andregulatory requirements" of our

report of even date

Re: SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED ("the Company")

(I) (a) The Company has maintained proper records showing full particulars includingquantitative details and

situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during theyear but there is a regular programme of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable

properties included in fixed assets are held in the name of the Company.

(ii) The inventory has been physically verified by the management during the year. Inour opinion the frequency of

verification is reasonable. No material discrepancies were noticed on such physicalverification.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Accordingly the provisions of clause 3(iii) (a) (b) and (c) of theOrder are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to usthere are no loans investments guarantees and securities granted in respect of whichprovisions of section 185 and 186 of the Companies Act 2013 are applicable and hence notcommented upon.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Companies Act 2013 related to the manufacture of powertransformers switchgears and other related products and are of the opinion that primafacie the specified accounts and records have been made and maintained. We have nothowever made a detailed examination of the same.

(vii)(a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom duty of excise value addedtax cess and other material statutory dues have generally been regularly deposited withthe appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax service taxsales-tax duty of custom duty of excise value added tax cess and other materialstatutory dues were outstanding at the year end for a period of more than six monthsfrom the date they became payable.

(c) According to the records of the Company the dues outstanding of sales-tax servicetax duty of custom duty of excise value added tax income tax and cess on account ofany dispute are as follows:

Name of Statute Nature of Dues Amount (Rupees Millions) Amount Deposited (Rupees Millions) Period to which the amount relates Forum where dispute is pending
1 Central Excise Act 1944 Wrong availment of CENVAT on Inter Unit transfer 361.59 - 2007-08 CESTAT - Chennai
2 Central Excise Act 1944 Demand of duty for Exemption under notification 108/95 10.29 - 2001-02 Tribunal Delhi
3 Central Excise Act 1944 Under valuation of VIT tubes CAS 4 not considered by department for earlier period 5.21 2.00 1994-95 CESTAT - Chennai
4 Central Excise Act 1944 Non-inclusion of 15% Profit Margin in Transfer Pricing 5.13 - 1993-94 and Kolkata
1994-95 High Court
5 Central Excise Act 1944 Rejection of refund claim towards CENVAT reversals as insisted during Excise audit 4.44* - 2012-13 CESTAT Chennai
6 Central Excise Act 1944 Wrongly availment and distribution of ISD Credit 15.07 - 2011-13 CESTAT - Ahmedabad
7 Central Excise Act 1944 Refund of excise duty denied for cases where proof of Export submitted after payment of Excise 3.07 - 2012-13 Tribunal Gujarat
Duty after 180 days of export
8 Central Excise Act 1944 Captively consumed goods cleared by availing exemption under notification 6/2006 2.26* - 2008-09 & 2010-11 CESTAT - Chennai
9 Central Excise Act 1944 Disallowance of CENVAT Credit duty on captive consumption and clearance of goods under Notification 6 of 2006. 1.11* - 2009-10 CESTAT - Chennai
10 Central Excise Act 1944 Short payment of Duty 1.35 - 2007-08 Commissioner (Appeals) LTU
11 Central Excise Act 1944 Demand of duty for Exemption u/n 108/95 0.47* - 2003-04 Commissioner (Adj.) New Delhi
12 Central Excise Act 1944 CENVAT Credit availed on SAP maintenance charges 0.21* - 2008-09 High Court - Chennai
13 Central Excise Act 1944 Levy of penalty 0.02 - 2011-12 CESTAT - Chennai
14 Central Excise Act 1944 Seizure of spares while being transported to Railway Station alleging transportation without Invoice. 0.01 - 1996-97 Commissioner (Appeals) Allahabad
15 Finance Act 1994 Service Tax on testing and technical Analysis Service 0.45 - Dec-11 to Sep-12 Commissioner Appeals
16 Finance Act 1994 Wrongly availment and utilized Cenvat Credit. Address on Invoices 0.54 0.08 2013-14 Commissioner Appeals
17 Central Sales Tax Act 1956 Non submission of Statutory Form such as C/H/F/E-1 and export documents 151.40* 26.28 2010-11 & 2011-12 Joint Commissioner (Corporate Circle)
18 Central Sales Tax Act 1956 Non submission of declaration Forms Input tax claim disallowed 168.38 - 2007-08 Revision Board at Beliaghata
19 Central Sales Tax Act 1956 Non submission of Form C/I/E-1 and export documents 59.26* 44.30 2009-10 Joint Commissioner (Allahabad)
20 Central Sales Tax Act 1956 Non collection of declaration forms 22.52* 37.97 2007-08 Joint Commissioner Allahabad
21 Central Sales Tax Act 1956 Non collection of declaration forms & CST treated as local VAT Sale 72.96* 14.59 2010-11 Additional Commissioner Appeals
22 Central Sales Tax Act 1956 Non submission of form C/I/E-1 and export documents 56.23* 48.56 2008-09 Joint Commissioner (Allahabad)
23 Central Sales Tax Act 1956 Non Submission of C Forms 44.87* 9.47 2009-10 Tribunal Ahemdabad
24 Central Sales Tax Act 1956 Non submission of Declaration forms 20.65* 20.65 2010-11 & 2011-12 Tribunal
25 Central Sales Tax Act 1956 Non collection of declaration forms 28.05* 21.19 2006-07 Deputy Commissioner Allahabad
26 Central Sales Tax Act 1956 Non collection of declaration forms 1.57* 0.76 1993-94 1997-1998 2003-04 2004-05 & 2005-06 Assessing Officer Charge Office West Bengal
27 Central Sales Tax Act 1956 Non submission of Declaration forms 14.87* 14.87 2008-09 & 2009-10 Revision Board
28 Central Sales Tax Act 1956 Non collection of declaration forms 17.21* - 2005-06 2006-07 & 2007-08 Deputy Commissioner U.P. Sales Tax
29 Central Sales Tax Act 1956 Input tax claim disallowed non-submission of declaration forms 9.30* - 2009-10 West Bengal Commercial Taxes
Appellate & Revisional Board
30 Gujarat Value Added Tax 2003 Non collection of declaration form 16.56* 3.35 2007-08 & 2008-09 Deputy Commissioner Appeal
31 Central Sales Tax Act 1956 Non collection of declaration forms 6.36* - 2002-03 Calcutta High Court
32 Uttar Pradesh Trade Tax Ex Parte Assessment Order Passed. 5.50* 4.61 2005-06 Deputy
Act 1948 Records not submitted at the Time of Assessment. Commissioner U.P. Sales Tax
33 Central Sales Tax Act 1956 Non collection of declaration forms 3.91* - 2001-02 2002-03 & 2011-12 Deputy Commissioner
34 Central Sales Tax Act 1956 Disallowance of stock transfers made within the state Denial of input tax credit Difference in interpretation of rates and Non submission of documents to substantiate the purchases 3.58* 3.58 2008-09 Joint Commissioner (Allahabad)
35 West Bengal Sales Tax Act 1994 Non collection of declaration forms 3.20 - 1997-98 West Bengal Tribunal
36 Delhi Value Added Tax Act 2004 Non submission of Statutory Form such as C/H/F/E-1 and export documents 1.83 - 2007-08 Commercial Tax Officer
37 Central Sales Tax Act 1956 Non submission of declaration forms Input tax claim disallowed 1* 0.40 2006-07 Assessing Officer Charge Office West Bengal
38 Central Sales Tax Act 1956 Non collection of declaration form CST Documents like PO Endorsed ARE 1E1 Forms 0.54* - 2009-10 Deputy Commissioner Comm Tax
39 Uttar Pradesh Trade Tax Act 1948 Levy of purchase Tax due to Unregistered purchases made 0.33* - 2006-07 Deputy Commissioner Sales Tax Noida
40 Tamil Nadu General Sales Tax Act 1959 Levy of penalty for wrong disclosure of turnover and Non furnishing of required documents for export & other claims 0.29* - 1991-92 Sales Tax Appellate Tribunal Chennai
41 Central Sales Tax Act 1956 Non collection of declaration forms 0.26* 2008-09 Deputy Commissioner Jaipur
42 Madhya Pradesh Value Non collection of declaration form 0.18* 0.06 2010-11 Deputy
Added Tax Act 2002 CST treated as local VAT Sale Commissioner Appeal
43 Rajasthan Value Added Tax Act 2003 Input tax claim disallowed 0.08* - 2008-09 Deputy Commissioner Jaipur
44 Madhya Pradesh Value Added Tax Act 2002 Entry Tax On High Sea Sales Imported Material 0.07* 0.02 2010-11 Deputy Commissioner Appeals
45 Central Sales Tax Act 1956 Provisional Assessment 4.54 0.91 2014-15 Additional Commissioner Appeals
46 Gujarat Value Added Tax 2003 Input tax claim disallowed non-submission of declaration forms 146.50* 28.27 2011-12 Joint Commissioner Appeals
47 Central Sales Tax Act 1956 Non collection of declaration forms 39.39 8.41 2011-12 2013-14 Additional Commissioner Appeal
48 Central Sales Tax Act 1956 Non collection of declaration forms 17.04 8.79 2013-14 Deputy Commissioner
49 Central Sales Tax Act 1956 Non collection of declaration forms 16.87 2.53 2012-13 Joint Commissioner Appeals
50 Central Sales Tax Act 1956 Non collection of declaration forms 7.67* 3.56 2008-09 2011-12 Deputy Commissioner Appeals
51 Central Sales Tax Act 1956 Non collection of declaration forms 11.09* - 2009-10 Deputy Commissioner Appeal
52 Central Sales Tax Act 1956 Non collection of declaration forms 12.10* 2.42 2011-12 Joint Commissioner Appeals
53 Central Sales Tax Act 1956 Non collection of declaration forms 1.77* - 2009-10 Deputy Commissioner Appeals
54 Central Sales Tax Act 1956 Non collection of declaration forms 0.42* 0.14 2010-11 Deputy Commissioner
55 Central Sales Tax Act 1956 Non collection of declaration forms 6.82* 1.82 2010-11 Deputy Commissioner Appeals
56 Central Sales Tax Act 1956 Non collection of declaration forms 2.80 - 1997-98 Tribunal
57 Central Sales Tax Act 1956 Non collection of declaration forms 16.79 - 1993-94 Revision Board at Beliaghata
58 Finance Act 1994 Non-payment of Service Tax on amount paid for the use of Trade Mark 35.84* 35.84 2010-11 & 2011-12 CESTAT - Chennai
59 Finance Act 1994 Non-payment of service tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services. 10.12* - 2010-11 CESTAT - Chennai
60 Finance Act 1994 Irregular availment of CENVAT Credit of Service Tax 4.98* - 2012-13 CESTAT - Chennai
61 Finance Act 1994 Disallowance of CENVAT credit availed on certain input services 0.79* - 2012-13 CESTAT - Chennai
62 Finance Act 1994 Non-payment of service tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services 0.65* - 2011-12 CESTAT - Chennai
63 Finance Act 1994 Non-payment of Service Tax on Manpower supply services 0.62* - 2012-13 CESTAT - Chennai
64 Finance Act 1994 Rejection of refund claim of interest paid for CENVAT credit wrongly availed but not utilised 0.13* - 2012-13 CESTAT - Chennai
65 Finance Act 1994 Short payment of service tax on GTA 0.08* - 2009-10 High Court- Chennai
66 The Custom Act 1962 Refund of drawback for non-realisation of export proceeds 5.59 - 2012-13 Commissioner of Customs (Appeals)
67 Central Sales Tax Act 1956 Non submission of Statutory Form such as C/H/F/E-1 and export documents 63.72 - 2012-13 Deputy Commissioner Noida-I Uttar Pradesh
68 Central Sales Tax Act 1956 Non submission of Statutory Form such as C/H/F/E-1 and export documents 47.36 - 2012-2013 (Appeals) Vadodara Joint commissioner of Commercial Tax
69 Central Sales Tax Act 1956 Non submission of Statutory Form such as C/H/F/E-1 and export documents 28.57 5.71 2011-12 Deputy Commissioner Vadodara
70 Central Sales Tax Act 1956 Non submission of Statutory Form such as C/H/F/E-1 and export documents 20.75 2.07 2013-14 Deputy Commissioner
71 Central Sales Tax Act 1956 Non submission of Statutory Form such as C/H/F/E-1 and export documents 19.37 9.75 2014-15 Appellate Deputy Commissioner Of Commercial Taxes Chennai (South]
72 Central Sales Tax Act 1956 Non-submission of waybill Form 402 6.41 2.10 2016-2017 Deputy Commissioner Commercial Taxes Gujarat
73 Central Sales Tax Act 1956 ITC disallowance 4.72 - 2012-2013 Joint commissioner of Commercial Tax (Appeals) Vadodara
74 Central Sales Tax Act 1956 Non submission of Statutory Form such as C/H/F/E-1 and export documents 3.77 - 2013-14 Assistant
Commissioner of Commercial Tax Rajasthan
75 Central Sales Tax Act 1956 Non submission of Statutory Form such as C/H/F/E-1 and export documents 3.62 1.81 2012-13 Appellate Deputy Commissioner Of Commercial Taxes Chennai (South]
76 Central Sales Tax Act 1956 Non submission of Statutory Form such as C 0.36 - 2014-15 Assistant Commissioner of Commercial Tax Rajasthan
77 Central Sales Tax Act 1956 Regular VAT assessment 0.24 - 2013-14 Assistant Commissioner of Commercial Tax Rajasthan
78 Central Excise Act 1944 Irregular availment of Cenvat Credit on certain Ineligible service alleged 0.46* - 2010-2011 CESTAT - CHENNAI
79 Central Excise Act 1944 Excise duty on Exports 2.51 - 2012-2013 Commissioner Appeal
80 Central Excise Act 1944 Duty on removal of Inputs "as such" 2.37 - 2011-2016 Additional Commissioner Sec-62 Noida
81 Central Excise Act 1944 Excise duty on Freight charges recovered from customer to be included in Assessable value 11.65 0.19 2011-2016 Additional Commissioner Vadodara-II
82 Income Tax Act1961 Disallowance on account of bad debts written off and various other disallowances 90.00 - AY 2012-13 Commissioner of Income Tax (Appeals)
83 Income Tax Act1961 Disallowance on account of bad debts written off and various other disallowances 104.31 - AY 2013-14 Commissioner of Income Tax (Appeals)
Total 1874.97 367.06

* Represents Company's share of Rs.786.08 Million of dues pending in forums Jointlywith ALSTOM T&D India Limited

(Refer Note 31 of the accompanying financial statements)

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of dues to any bank. Further thecompany did not have any outstanding debentures and did not have any outstanding loans orborrowings dues in respect of a financial institution or to Government.

(ix) According to the information and explanations given by the management the Companyhas not raised any money way of initial public offer / further public offer / debtinstruments and term loans hence reporting under clause (ix) is not applicable to theCompany and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the order are not

applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the notes tothe financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder audit and hence reporting requirements under clause 3(xiv) are not applicable tothe company and not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of

India Act 1934 are not applicable to the Company.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

Partner

Membership Number: 83906

Place: Amsterdam

Date: May 30 2017

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED ("the Company")

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 SCHNEIDERELECTRIC INFRASTRUCTURE LIMITED ("the Company") as of March 31 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the 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.

Auditor's 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 as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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.

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 internal financial controls system over 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 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 March 312017 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 S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

Partner

Membership Number: 83906

Place: Amsterdam

Date: May 30 2017