Jost's Engineering Company Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying standalone Ind AS financial statements of JOST''S
ENGINEERING COMPANY LIMITED ("the Company"), which comprise the balance sheet as at
March 31, 2025, the statement of profit and loss (including other comprehensive loss), the
statement of changes in equity and the statement of cash flows for the year then ended, and
notes to the standalone financial statements, including a summary of the material accounting
policies and other explanatory information (hereinafter referred to as "standalone financial
statements").

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies
Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2025, its profit and total comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing, as specified under sec¬
tion 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the audit of the standalone financial statements
section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the standalone financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signifi¬
cance in our audit of the standalone financial statements of the current period. These matters
were addressed in the context of our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
For each matter below, our description of how our audit addressed the matter is provided in that
context.

We have determined the matters described below to be the key audit matters to be communi¬
cated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibili¬
ties for the audit of the standalone financial statements section of our report, including in rela¬
tion to these matters. Accordingly, our audit included the performance of procedures designed
to respond to our assessment of the risks of material misstatement of the standalone financial
statements. The results of our audit procedures, including the procedures performed to address
the matters below, provide the basis for our audit opinion on the accompanying standalone
financial statements.

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Revenue Recognition: (Refer note 3.6 of the standalone financial statements) The Company deals in manufactured goods, traded goods, provide AMC services & representing principal on a commission basis. It sells a number of equipment''s and services to its customers, mainly in domes¬ tic market through its own sales & distribu¬ tion network. Sales contracts contain vari¬ ous performance obligations and other terms, including warranties and after sales services. The determination of when signifi¬ cant performance obligations have been met varies, can be the key consideration for revenue recognition, service and the warranty cost. The Company has analysed its various sales contracts and concluded on the principles for deciding in which period or periods the Company''s sales transactions should be recognized as revenue. The accounting policies and the note to the standalone financial statements provide additional information on how the Company accounts for its revenue.	Principal Audit Procedures: Read the Company''s revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115 Assessed the design and tested the operating effectiveness of internal controls relating to revenue recognition. Assessed the appropriateness of Company''s identifica¬ tion of performance obligations in its contracts with customers, its determination of transaction price, including allocation thereof to performance obligations and accounting policies for revenue recognition in accordance with the accounting principles laid down in Ind AS 115. Scrutinized sales ledgers to verify completeness of sale transactions. Tested the revenue recognized, on a sample basis, including testing of cut off assertion as at the year end. Our testing included tracing the information to agreements, price lists, invoices, proof of dispatches/ deliveries. Assessed the revenue recognized with substantive analytical procedures including review of price and quantity. Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.
2.	Trade Receivable:	Principal Audit Procedures:
	(Refer note 10 of the standalone financial tatements) Trade receivable balances are significant to the Company, as they amounted to ?7,820 Lakh (gross) representing 79.70 % of the total current assets and 35.98 % of the total revenue of the Company for the year ended 31st March 2025. During the current finan¬ cial year, the Company has recognized bad debts ?42 Lakh. The collectability of trade receivables is a key element of the working capital management, which is managed on an ongoing basis by management. The determination as to whether a trade receiv¬ able is collectable involves management judgement. Specific factors management considers include the age of the balances, category of customers, existence of disputes, recent historical payments and any other available information concerning the creditworthiness of customers. Manage¬ ment uses the information to assist in their judgement to determine whether allowance for expected credit loss, bad debts is required.	Obtained an understanding of the Company''s processes and controls relating to the monitoring of trade receiv¬ ables and review of credit risks of customers. On a sample basis, requesting trade receivable confir¬ mations and evidence of receipts from the customers subsequent to balance sheet date. Analysis of ageing profile of the trade receivables to iden¬ tify credit risks, reviewing historical payment patterns and correspondence with customers on expected settle¬ ment dates. Also evaluated the assumptions and estimates used by management to determine the recoverability, provision for doubtful and trade receivables. Evaluated the provisions made for expected credit loss as per ECL model as specified by Ind AS 109. Review of documents and other records for trade receiv¬ ables considered as doubtful and bad.

Information Other than the Standalone Financial Statements and
Auditor''s Report Thereon

The Company''s Board of Directors are responsible for the other information. The other informa¬
tion comprises the information included in the annual report but does not include the standalone
financial statements and our auditor''s report thereon. The annual report is expected to be made
available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements:

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance, state¬
ment of changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the accounting Standards specified under sec¬
tion 133 of the Act. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Com¬
pany and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or
error.

In preparing the standalone financial statements, the Board of Directors is responsible for
assessing the Company''s ability to continue as a going concern, disclosing, as applicable, mat¬
ters related to going concern and using the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Standalone Financial
Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial state¬
ments as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these standalone financial
statements.

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

• Obtain an understanding of internal control relevant to the audit in order to design 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 whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report to the related disclosures in the
standalone 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''s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial state¬
ments, including the disclosures, and whether the standalone financial statements repre¬
sent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, indi¬
vidually or in aggregate, makes it probable that the economic decisions of a reasonably knowl¬
edgeable user of the standalone financial statements may be influenced. We consider quantita¬
tive materiality and qualitative factors in (i) planning the scope of our audit work and in evaluat¬
ing the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
standalone financial statements.

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

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all rela¬
tionships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those mat¬
ters that were of most significance in the audit of the standalone financial statements of the cur¬
rent period and are therefore the key audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to out¬
weigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we
give in the ''ANNEXURE A'' a statement on the matters specified in paragraphs 3 and 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
best of our knowledge and belief were necessary for the purposes of our audit;

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

(c) The balance sheet, statement of profit and loss including other comprehensive
income, the statement of cash flows and statement of changes in equity dealt with
by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the
Indian Accounting Standards specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March
31, 2025 and taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025 from being appointed as a director in terms of
Section 164(2) of the Act;

(f) With respect to the adequacy of the Internal Financial Controls over financial
reporting of the Company with reference to these standalone financial statements
and the operating effectiveness of such controls, refer to our separate report in
"ANNEXURE B". Our report expresses an unmodified opinion on adequacy and
operative effectiveness of the Company''s internal financial controls over financial
reporting;

(g) With respect to the other matters to be included in the auditor''s report in
accordance with the requirements of section 197(16) of the Act, as amended.

In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid / provided by the Company to its directors
during the year is in accordance with the provisions of section 197 read with
Schedule V of the Act;

^(h) With respect to the other matters to be included in the Auditor''s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our
opinion and 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 financial
position in its standalone financial statements - Refer Note-36 to the
standalone financial statements;

ii. The Company did not have any long-term contracts including derivative
contracts on which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the Company;

i_v. (A) The management has represented that, to the best of its knowledge

and belief, as disclosed in the Note 49 to the standalone financial
statements, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources
or kind of funds) by the company to or in any other persons or
entities, including foreign entities ("Intermediaries"), with the under¬
standing, whether recorded in writing or otherwise, that the Interme¬
diaries shall, whether, directly or indirectly lend or invest in other per¬
sons or entities identified in any manner whatsoever by or on behalf
of the company("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

(B) The management has represented that, to the best of its knowledge
and belief, as disclosed in the Note 49 to the standalone financial
statements, no funds have been received by the company from any
persons or entities, including foreign entities ("Funding Parties"), with
the understanding, whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on
behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
and

(C) Based on the audit procedures that have been considered reasonable
and appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representation under
sub-clause (A) and (B) contain any material misstatement.

v. The final dividend paid by the Company during the year which was declared
for the previous year is in accordance with section 123 of the Act to the
extent it applies to payment of dividend.

vi Based on our examination, which included test checks, the Company has
used accounting software for maintaining its books of account for the finan¬
cial year ended March 31, 2025 which has a feature of recording audit trail
(edit log) facility and the same was operated throughout the year for all
relevant transactions recorded in the software. Further, during the course of
our audit we did not come across any instance of the audit trail feature
being tampered with and the audit trail has been preserved by the Company
as per the statutory requirements for record retention. (Refer Note 52)

vi Based on our examination, which included test checks, the Company has
used accounting software for maintaining its books of account for the finan¬
cial year ended March 31, 2025 which has a feature of recording audit trail
(edit log) facility and the same was operated throughout the year for all
relevant transactions recorded in the software. Further, during the course of
our audit we did not come across any instance of the audit trail feature
being tampered with and the audit trail has been preserved by the Company
as per the statutory requirements for record retention. (Refer Note 52)

For SHAH GUPTA & Co.

Chartered Accountants

Firm Registration No.: 109574W

Sd/-

Vedula Prabhakar Sharma

Partner

Membership No.: 123088

UDIN: 25123088BMIPIZ2678

Place: Mumbai

Date: May 29, 2025

---

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of JOST''S ENGINEERING COMPANY LIMITED ("the Company"), which comprise the balance sheet as at March 31^st, 2024, the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31^st, 2024, its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing, as specified under section 143(10) of the v Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Revenue Recognition: (Refer note 3.6 of the standalone financial statements) The Company deals in manufactured goods, traded goods, provide AMC services & representing principal on a commission basis. It sells a number of equipment''s and services to its customers, mainly in domestic market through its own sales & distribution network. Sales contracts contain various performance obligations and other terms, including warranties and after sales services. The determination of when significant performance obligations have been met varies, can be the key consideration for revenue recognition, service and the warranty cost. The Company has analysed its various sales contracts and concluded on the principles for deciding in which period or periods the Company''s sales transactions should be recognized as revenue. The accounting policies and the note to the standalone financial statements provide additional information on how the Company accounts for its revenue.	Principal Audit Procedures: • Read the Company''s revenue recognition account ing policies and assessed compliance of the policies with Ind AS 115. • Assessed the design and tested the operating effectiveness of internal controls relating to revenue recognition. • Assessed the appropriateness of Company''s identification of performance obligations in its contracts with customers, its determination of transaction price, including allocation thereof to performance obligations and accounting policies for revenue recognition in accordance with the accounting principles laid down in Ind AS 115. • Scrutinized sales ledgers to verify completeness of sales transactions. • Tested the revenue recognized, on a sample basis, including testing of cut off assertion as at the year end. Our testing included tracing the information to agreements, price lists, invoices, proof of dispatches /deliveries. • Assessed the revenue recognized with substantive analytical procedures including review of price and quantity. • Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Sr. No.	Key Audit Matter	Auditor''s Response
2.	Trade Receivable: (Refer note 11 of the standalone financial statements) Trade receivable balances are significant to the Company, as they amounted to ? 6,047 Lakh (gross) representing 66.12 % of the total current assets and 34.71 % of the total revenue of the Company for the year ended 31st March 2024. During the current financial year, the Company has recognized bad debts ? 16 Lakh The collectability of trade receivables is a key element of the working capital management, which is managed on an ongoing basis by management. The determination as to whether a trade receivable is collectable involves management judgement. Specific factors management considers include the age of the balances, categ ory of customers, existence of disputes, recent historical payments and any other available information concerning the creditworthiness of customers. Management uses the information to assist in their judgement to determine whether allowance for expected credit loss, bad debts is required.	Principal Audit Procedures: • Obtained an understanding of the Company''s processes and controls relating to the monitoring of trade receivables and review of credit risks of customers. • On a sample basis, requesting trade receivable confirmations and evidence of receipts from the customers subsequent to balance sheet date. • Analysis of ageing profile of the trade receivables to identify credit risks, reviewing historical payment patterns and correspondence with customers on expected settlement dates. • Also evaluated the assumptions and estimates used by management to determine the recoverability, provision for doubtful and trade receivables. • Evaluated the provisions made for expected credit loss as per ECL model as specified by Ind AS 109. • Review of documents and other records for trade receivables considered as doubtful and bad.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the annual report but does not include the standalone financial statements and our auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements:

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, statement of changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the \standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design 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 whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone 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''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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

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

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

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ''ANNEXURE A'' a statement on the matters specified in paragraphs 3 and 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 best of our knowledge and belief were necessary for the purposes of our audit;

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

(c) The balance sheet, statement of profit and loss including other comprehensive income, the statement of cash flows and statement of changes in equity dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31^st, 2024 from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the adequacy of the Internal Financial Controls over financial reporting of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate report in "ANNEXURE B". Our report expresses an unmodified opinion on adequacy and operative effectiveness of the Company''s internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the auditor''s report in accordance with the requirements of section 197(16) of the Act, as amended.

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V of the Act;

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and 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 financial position in its standalone financial statements - Refer Note-35 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts on which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. (A) The management has represented that, to the best of its knowledge and belief, as

disclosed in the Note 49 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(B) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 49 to the standalone financial statements, no funds have been received by the company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(C) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub-clause (A) and (B) contain any material misstatement.

v. The final dividend paid by the Company during the year which was declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further,during the course of our audit we did not come across any instance of audit trail feature being tampered with.(Refer Note 51)

For SHAH GUPTA & Co.

Chartered Accountants

Firm Registration No.: 109574W

Sd/-

Vedula Prabhakar Sharma

Partner

Membership No.: 123088

UDIN: 24123088BKAROI7257

Place: Mumbai

Date: May 15^th, 2024

---

Mar 31, 2023

We have audited the accompanying standalone Ind AS financial statements of JOST’S ENGINEERING COMPANY LIMITED (“the Company”), which comprise the balance sheet as at March 31, 2023, the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit and total

comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing, as specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further

described in the Auditor’s Responsibilities for the audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters.

Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Sr. No	Key Audit Matter	Auditor’s Response
1	Revenue Recognition: (Refer note 3.6 of the standalone financial statements) The Company deals in manufactured goods, traded goods, provide AMC services & representing principal on a commission basis. It sells a number of equipment’s and services to its customers, mainly in domestic market through its own sales & distribution network. Sales contracts contain various performance obligations and other terms, including warranties and after sales services. The determination of when significant performance obligations have been met varies, can be the key consideration for revenue recognition, service and the warranty cost. The Company has analysed its various sales contracts and concluded on the principles for deciding in which period or periods the Company’s sales transactions should be recognized as revenue. The accounting policies and the note to the standalone financial statements provide additional information on how the Company accounts for its revenue.	Principal Audit Procedures: Read the Company’s revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115. Assessed the design and tested the operating effectiveness of internal controls relating to revenue recognition. Assessed the appropriateness of Company''s identification of performance obligations in its contracts with customers, its determination of transaction price, including allocation thereof to performance obligations and accounting policies for revenue recognition in accordance with the accounting principles laid down in Ind AS 115. Scrutinized sales ledgers to verify completeness of sales transactions. Tested the revenue recognized, on a sample basis, including testing of cut off assertion as at the year end. Our testing included tracing the information to agreements, price lists, invoices, proof of dispatches/deliveries. Assessed the revenue recognized with substantive analytical procedures including review of price and quantity. Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Sr. No	Key Audit Matter	Auditor''s Response
2.	Trade Receivable:	Principal Audit Procedures:
	(Refer note 11 of the standalone financial statements) Trade receivable balances are significant to the Company, as they amounted to ? 4,684 Lakh (gross) representing 71.82 % of the total	Obtained an understanding of the Company’s processes and controls relating to the monitoring of trade receivables and review of credit risks of customers.
	current assets and 29.33 % of the total revenue of the Company for the year ended 31st March 2023. During the current financial year, the Company has recognized bad	On a sample basis, requesting trade receivable confirmations and evidence of receipts from the customers subsequent to balance sheet date.
	debts ? 84 Lakh. The collectability of trade receivables is a key element of the working capital management, which is managed on an ongoing basis by management. The determination as to whether a trade	Analysis of ageing profile of the trade receivables to identify credit risks, reviewing historical Payment patterns and correspondence with customers on expected settlement dates.
	receivable is collectable involves management judgement. Specific factors management considers include the age of the balances, category of customers, existence of	Also evaluated the assumptions and estimates used by management to determine the recoverability, provision for doubtful and trade receivables.
	disputes, recent historical payments and any other available information concerning the creditworthiness of customers.	Evaluated the provisions made for expected credit loss as per ECL model as specified by Ind AS 109.
	Management uses the information to assist in their judgement to determine whether allowance for expected credit loss, bad debts is required.	Review of documents and other records for trade receivables considered as doubtful and bad.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the annual report

but does not include the standalone financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements:

The Company⁵s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, statement of changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments

and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and

presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company⁵ s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

• •Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• •Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section I43(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone 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’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ‘ANNEXURE A’ a statement on the matters specified in paragraphs 3 and 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 best of our knowledge and belief were necessary for the purposes of our audit;

(b) ln our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The balance sheet, statement of profit and loss including other comprehensive income, the statement of cash flows and statement of changes in equity dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2023 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the adequacy of the Internal Financial Controls over financial reporting of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate report in “ANNEXURE B”. Our report expresses an unmodified opinion on adequacy and operative effectiveness of the Company’s internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the auditor’s report in accordance with the requirements of section 197(16) of the Act, as amended.

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V of the Act;

(h)With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and 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 financial position in its standalone financial statements -Refer Note-35 to the standalone financial statements;

ii. The Company did not have any longterm contracts including derivative contracts on which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. A) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 49 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, whether, directly or indirectly lend or invest in other persons

or entities identified in any manner whatsoever by or on behalf of the company(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

B) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 49 to the standalone financial statements, no funds have been received by the company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

C) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub-clause (A) and (B) contain any material misstatement.

v. The final dividend paid by the Company during the year which was declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend. As stated in note 5l(i) to the standalone Ind AS financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting.

The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

Vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of accounts using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 01, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For SHAH GUPTA & Co.

Chartered Accountants Firm Registration No.: 109574W

Vedula Prabhakar Sharma

Partner

Membership No.: 123088 UDIN: 23123088BGVVUP5711

Place: Mumbai Date: May 18, 2023

---

Mar 31, 2018

Independent Auditor''s Report

To the members of Jost''s Engineering Company Limited

REPORT ON THE STANDALONE INDIAN ACCOUNTING STANDARD (IND AS) FINANCIAL STATEMENTS

1. We have audited the accompanying standalone Ind AS financial statements of Jost''s Engineering Company

Limited (''the Company''), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (''Ind AS'') specified in the Companies ( Indian Accounting Standards) Rule, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind As financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION:

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India , of the state of affairs of the Company as at 31st March, 2018, and its profit ( including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

OTHER MATTER

9. The audited standalone financial statements for the year ended 31st March, 2017, was carried out and reported by erstwhile auditors under previously applicable Generally Accepted Accounting Principles (Previous GAAP), vide their unmodified audit report dated 15th May 201 7, whose report has been furnished to us by the management and which has been relied upon by us for the purpose of reporting adjusted previous year numbers and our audit of the standalone financial statements. Our audit report is not qualified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

10. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraphs 3 and 4 of the Order.

11. FURTHER TO OUR COMMENTS IN ANNEXURE A, 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 best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept 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 in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure B''; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and 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 financial position in the standalone Ind AS financial statements as stated in Note No.31 to the standalone Ind AS financial statements.

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

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

	For Singhi & Co.
	Chartered Accountants
	Firm Registration Number:
	302049E
	Sukhendra Lodha
Date: 26th May, 2018	Partner
Place: Mumbai	Membership no. 071272

- A To the Independent Auditor''s Report

(Referred to in paragraph 10 with the heading ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

We report that:

i. In respect of its fixed assets:

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

b) As explained to us, the fixed assets have been physically verified by management at reasonable intervals under a phased programme of verification. In accordance with this program, certain fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion this periodicity of physical verification is reasonable having regard to the size of company and nature of its assets.

c) According to the information and explanations given to us and on the basis of our examination, the Company had taken land on lease, classified as operating lease. The title deed of leasehold land is registered in the name of the Company.

ii. As explained to us, the physical verification of inventories has been conducted by the management at reasonable intervals during the year. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

iii. As informed to us, the Company has not granted any loan secured or unsecured to Companies, firm or other parties covered in the register maintained under Section 189 of the Companies Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provision of section 186 of the Companies Act, 2013 in respect of guarantees provided and investment made and has not granted any Loan. The Company has not granted any loan and guarantees provided under section 185 of the Companies Act, 2013.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) rules 2014 (as amended).

vi. We have broadly reviewed the books of account maintained by the Company in respect of products for which maintenance of prescribed cost record is mandated by Government of India U/S 148 (1) of the Act. We have, however, not made a detailed examination of these records with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us and the records of the Company examined by us:

a) The Company has been generally regular in depositing amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income tax, Sales tax, Service Tax, Custom Duty, Excise Duty, cess, Goods & Service Tax and other statutory dues, as applicable.

b) According to the records examined and information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess, Goods & Service Tax and other material statutory dues is outstanding as at 31st March 2018, for a period of more than six months from the date they became payable.

c) There are no dues of Income tax, sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess, Goods & Service Tax which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

Name of the Statute	Nature of Dues	Amount (In Lakhs)	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Central Excise	42.00	01.04.2008 to 26.02.2010	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	60.44	29.04.2008 to 31.07.2008	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	647.79	01.05.2008 to 28.02.2013	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	303.11	27.02.2010 to 31.10.2012	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	140.04	01.10.2011 to 31.03.2013	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	42.95	01.12.2011 to 31.03.2013	CESTAT, Mumbai.
Central Excise Act 1944	Central Excise	101.09	01.11.2012 to 31.10.2013	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	48.94	01.04.2013 to 31.10.2014	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	50.81	01.11.2013 to 31.03.2014	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	11.00	01.11.2014 to 31.07.2015	CESTAT, Mumbai.
Central Excise Act, 1944	Central Excise	0.62	08.01.2015 to 31.03.2016	CESTAT, Mumbai.

Name of the Statute	Nature of Dues	Amount (In Lakhs)	Period to which the amount relates	Forum where dispute is pending
Service tax under Finance Act, 1994	Service Tax	4.27	01.01.1999 to 31.03.2002	Assistant Commissioner of Service Tax, Mulund Division, Mumbai-lll.
Service tax under Finance Act, 1994	Service Tax	0.39	01.04.2002 to 31.03.2003	Assistant Commissioner of Service Tax, Mulund Division, Mumbai-lll.
Service tax under Finance Act, 1994	Service Tax	0.78	01.04.2005 to 30.09.2005	Assistant Commissioner of Service Tax, Division VI, Mumbai.
MVAT Act, 2002	MVAT	0.62	A.Y. 2009-10	Deputy Commissioner of Sales Tax, Mumbai
The Central Sales Tax Act, 1956	Central Sales Tax	10.43	A.Y. 2009-10	Deputy Commissioner of Sales Tax, Mumbai.
The Central Sales Tax Act, 1956	Central Sales Tax	3.09	A.Y. 2010-11	Assistant Commissioner of Sales Tax, Mumbai
The Central Sales Tax Act, 1956	Central Sales Tax	76.03	A.Y. 2011-12	Joint Commissioner of Sales Tax, Mazgaon.
The Central Sales Tax Act, 1956	Central Sales Tax	1.26	A.Y. 2012-13	Sales Tax Officer, Mumbai.

viii. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings to any financial institution, bank or Government. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

ix. According to the information and explanations given to us and based on our examination of the records of the Company, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. The term loans were applied for purpose for which they were raised.

x. To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 1 97 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS Financial Statements as required by the applicable Indian accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable.

	For Singhi & Co.
	Chartered Accountants
	Firm Registration Number:
	302049E
	Sukhendra Lodha
Date: 26th May, 2018	Partner
Place: Mumbai	Membership no. 071272

Annexure - B To the Independent Auditor''s Report

(Referred to in paragraph 11 (f) with the heading ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')

1. We have audited the internal financial controls over financial reporting of Jost''s Engineering Company Limited (''the Company'') as of 31st March 2018 in conjunction with our audit of the standalone Ind AS Financial Statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

2. The Company''s management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AUDITOR''S RESPONSIBILITY

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the 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 be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial 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 and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

6. Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For Singhi & Co.
	Chartered Accountants
	Firm Registration Number: 302049E
	Sukhendra Lodha
Date: 26th May, 2018	Partner
Place: Mumbai	Membership no. 071272

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Mar 31, 2017

Report on the Financial Statements

We have audited the accompanying standalone financial statements of JOST''S ENGINEERING COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, 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 Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and 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 our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and 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, 2017 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, Read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure II".

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and 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 financial position in its financial statements - Refer Note 27 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as regards its holdings and dealings in Specified Bank Notes as defined in the Notification S.O. 3407 (E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016. Based on audit procedures and relying on the management representation, we report that such disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management - Refer Note 48 to the financial statements.

Referred to in Paragraph 1 under the heading "Report on other legal and regulatory requirements" of our Independent Auditor''s Report of even date,

(i) (a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties as disclosed in fixed assets to the financial statements, are held in the name of the Company.

(ii) As explained to us, physical verification of inventory has been conducted at reasonable intervals by the management and the discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the Company, and the same have been properly dealt with in the books of account.

(iii) The Company has not granted secured / unsecured loans to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Consequently, requirements of clause (iii) of paragraph 3 of the Order are not applicable.

(iv) The Company has not advanced any loan or given any guarantee or provided any security or made any investment covered under Sections 185 and 186 of the Act. Consequently, requirements of clause (iv) of paragraph 3 of the Order are not applicable.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under. No Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vi) According to the information and explanations given to us, the Company is required to maintain cost records for certain products manufactured by the Company under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. We are of the opinion that prima facie, the prescribed records have been made and maintained. We have not, however, made a detailed examination of these records.

ANNEXURE I TO THE INDEPENDENT AUDITOR''S REPORT (contd.) Referred to in paragraph 1 of our Report of even date.

(vii) a. The Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and any other material statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no outstanding statutory dues as at the last day of the financial year which were outstanding for a period of more than six months from the date they became payable.

b. According to the records of the Company as at 31st March 2017, the following are the particulars of disputed dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty and Excise Duty matters which have not been deposited.

Name of the Statute	Nature of Dues	Amount (Rs. in Lakhs)	Period to which matter relates	Forum where dispute is pending
The Central Sales Tax Act, 1956 and Bombay Sales Tax Act, 1956	Sales Tax	0.33	A.Y. 2005-06	Deputy Commissioner of Sales Tax, Mazgaon, Mumbai.
MVAT Act, 2002	Sales Tax	3.05	A.Y. 2008-09	Asst. Commissioner of Sales Tax Business Audit I Mumbai.
MVAT Act, 2002 / The Central Sales Tax Act, 1956	Sales Tax	930.46	A.Y. 2009-10	Deputy Commissioner of Sales Tax, Mazgaon Mumbai.
The Central Sales Tax Act, 1956	Sales Tax	324.86	A.Y. 2010-11	Joint Commissioner of Sales Tax, Mumbai.
The Central Sales Tax Act, 1956	Sales Tax	3.08	A.Y. 2010-11	Assistant Commissioner of Sales Tax, Mumbai.
The Central Sales Tax Act, 1956	Sales Tax	1.26	A.Y. 2012-13	Sales Tax Officer, Mumbai.
Central Excise Act	Central Excise	42.00	1.4.2008 to 26.2.2010	CESTAT, Mumbai.
Central Excise Act	Central Excise	60.44	29.4.2008 to 31.7.2008	CESTAT, Mumbai.
Central Excise Act	Central Excise	101.09	1.11.2012 to 31.10.2013	CESTAT, Mumbai.
Central Excise Act	Central Excise	289.86	27.2.2010 to 31.10.2012	CESTAT, Mumbai.
Central Excise Act	Central Excise	660.29	1.5.2008 to 31.3.2013	CESTAT, Mumbai.
Central Excise Act	Central Excise	137.69	1.10.2011 to 31.3.2013	CESTAT, Mumbai.
Central Excise Act	Central Excise	37.46	1.12.2011 to 31.3.2013	Additional Commissioner of Central Excise, Pune III Commissionerate.
Central Excise Act	Central Excise	50.81	1.11.2013 to 31.3.2014	Additional Commissioner of Central Excise, Mumbai III Commissionerate.
Central Excise Act	Central Excise	48.94	1.4.2013 to 31.10.2014	CESTAT, Mumbai.
Central Excise Act	Central Excise	11.00	1.11.2014 to 31.7.2015	CESTAT, Mumbai.
Finance Act	Service Tax	4.27	1.1.1999 to 31.3.2002	Assistant Commissioner of Service Tax, Mulund Division, Mumbai - III.
Finance Act	Service Tax	0.39	1.4.2002 to 31.3.2003	Assistant Commissioner of Service Tax, Mulund Division, Mumbai - III.
Finance Act	Service Tax	0.78	1.4.2005 to 30.9.2005	Assistant Commissioner of Service Tax Division VI, Mumbai.
Finance Act	Service Tax	5.09	1.7.2000 to 31.3.2003	CESTAT, Mumbai.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

(ix) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not raised money by way of initial public offer or further public offer (including debt instruments). The term loan received by the Company from a Bank was applied for the purpose for which it was received.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, no managerial remuneration except fees paid to Directors for attending Board meetings and Committee meetings has been paid/provided during the year. Consequently, requirements of clause (xi) of paragraph 3 of the Order are not applicable.

(xii) The Company is not a Nidhi Company. Consequently, requirements of clause (xii) of paragraph 3 of the Order are not applicable.

(xiii) To the best of our knowledge and belief and according to the information and explanations given to us, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

(xiv) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Consequently, requirements of clause (xiv) of paragraph 3 of the Order are not applicable.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) According to the nature of the business, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Sorab S. Engineer & Co.

Chartered Accountants

Firm Registration No. 110417W

CA. N. D. Anklesaria

Partner

Mumbai: 15th May, 2017. Membership No. 10250

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Jost's Engineering Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, 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 Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operation effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its profit 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, Read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;

i) The Company has disclosed the impact of pending litigation on its financial position in its financial statements - Refer Note 26 to the financial statements.

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 1 of our Report of even date.

i. a. The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that no material discrepancies were noticed on such verification.

ii. a. As explained to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material, having regard to the size of the company and the same have been properly dealt with.

iii. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the clauses (iii) (a) and (iii) (b) of paragraph 3 of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal controls.

v. The Company has not accepted any deposits from the public to which the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed thereunder and directions issued by R.B.I. would apply.

vi. According to the information and explanations given to us, the Company is required to maintain cost records for certain products manufactured by the Company under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. We are of the opinion that prima facie, the prescribed records have been made and maintained. We have not, however, made a detailed examination of these records.

vii. a. The Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Valued Added Tax, Cess and any other material statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no outstanding statutory dues as at the last day of the financial year which were outstanding for a period of more than six months from the date they became payable.

b. According to the records of the Company as at 31st March 2015, the following are the particulars of disputed dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty and Excise Duty matters which have not been deposited.

Name of Nature of Amount Period to which the Statute Dues (Rs. in Lakhs) matter relates

The Andhra Pradesh General Works 19.78 Sales Tax Act, 1956 Contract Tax

The Central Sales Sales Tax 0.33 A.Y2005-2006 Tax Act, 1956 and Bombay Sales Tax Act, 1956

The Central Sales Sales Tax 155.96 A.Y. 2002-2003 Tax Act, 1956

The Central Sales Sales Tax 138.66 A.Y. 2003-2004 Tax Act, 1956

The Bombay Sales Sales Tax 211.78 A.Y. 2003-2004 Tax Act, 1956

The Central Sales Sales Tax 19.18 A. Y 2008-2009 Tax Act, 1956

MVATAct, 2002 Sales Tax 3.25 A.Y. 2008-2009

Central Excise Act Central Excise 42.55 1.4.2008 to 26.2.2010

Central Excise Act Central Excise 61.24 29.4.2008 to 31.7.2008

Central Excise Act Central Excise 101.09 1.11.2012 to 31.10.2013

Central Excise Act Central Excise 303.11 27.2.2010 to 31.10.2012

Central Excise Act Central Excise 647.79 1.5.2008 to 31.3.2013

Central Excise Act Central Excise 51.86 1.10.2011 to 31.3.2013

Central Excise Act Central Excise 19.78 1.12.2011 to 31.3.2013

Central Excise Act Central Excise 26.74 1.11.2013 to 31.3.2014

Central Excise Act Central Excise 25.76 1.4.2013 to 31.10.2014

Finance Act Service Tax 4.27 1.1.1999 to 31.3.2002

Finance Act Service Tax 0.39 1.4.2002 to 31.3.2003

Finance Act Service Tax 0.78 1.4.2005 to 20.9.2005

Finance Act Service Tax 1.58 29.9.2001 to 29.1.2002

Finance Act Service Tax 5.09 1.7.2000 to 31.3.2003

The Income Tax Income Tax 6.99 A.Y. 2009-2010 Act, 1961

The Income Tax Income Tax 47.71 A.Y. 2011-2012 Act. 1961



Name of the Statute Forum where dispute is pending

The Andhra Pradesh General Asst. Commissioner Of Sales Tax Sales Tax Act, 1956 (Appeals), Kanchipuram.

The Central Sales Tax Deputy Commissioner of Sales Tax, Act, 1956 and Bombay Mazgaon Mumbai. Sales Tax Act, 1956

The Central Sales Jt. Commissioner Of Sales Tax Tax Act, 1956 (Appeals) Mumbai.

The Central Sales Jt. Commissioner Of Sales Tax Tax Act, 1956 (Appeals) Mumbai.

The Bombay Sales Jt. Commissioner Of Sales Tax Tax Act, 1956 (Appeals) Mumbai,

The Central Sales Asst. Commissioner of Sales Tax Tax Act, 1956 Business Audit I Mumbai

MVATAct, 2002 Asst. Commissioner of Sales Tax Business Audit I Mumbai

Central Excise Act Commissioner of Central Excise (Appeals) Mumbai - III, Belapur.

Central Excise Act Commissioner of Central Excise (Appeals) Mumbai III, Belapur.

Central Excise Act CESTAT Mumbai.

Central Excise Act CESTAT, Mumbai.

Central Excise Act CESTAT, Mumbai.

Central Excise Act Additional Commissioner of Central Excise, Mumbai III Commissionerate.

Central Excise Act Additional Commissioner of Central Excise, Pune III Commissionerate.

Central Excise Act Additional Commissioner of Central Excise, Mumbai III Commissionerate.

Central Excise Act Additional Commissioner of Central Excise, Mumbai III Commissionerate.

Finance Act Assistant Commissioner of Service Tax, Mulund Division, Mumbai - III.

Finance Act Assistant Commissioner of Service Tax, Mulund Division, Mumbai - III.

Finance Act Assistant Commissioner of Service Tax, Division VI, Mumbai.

Finance Act CESTAT Mumbai.

Finance Act CESTAT Mumbai.

The Income Tax Act, 1961 CIT (A) - 5

The Income Tax Act. 1961 CIT (A) - 5

c. The Company has transferred the amounts which are required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under within time.

viii. The Company has no accumulated losses as at 31st March, 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given by the Management, during the year there is no default in the repayment of dues to any financial institutions or banks.

x. In our opinion and according to the information and explanations given by the Management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi. On the basis of the records examined by us, and relying on the information compiled by the Company for co-relating the funds raised to the end-use of term loans, we state that the Company has, prima facie, applied the term loans for the purpose for which they were obtained.

xii. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Sorab S. Engineer & Co. Chartered Accountants Firm Registration No. 110417W

CA. N. D. Anklesaria Partner Mumbai: 27th May, 2015. Membership No. 10250

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Mar 31, 2014

We have audited the accompanying financial statements of Jost''s Engineering Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and 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 our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the 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, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 1 of our Report of even date.

i. a. The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us, the Company has not disposed off substantial part of its fixed assets during the year.

ii. a. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (g) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal controls.

v. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In respect of transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of any party, the same have been made at prices which are reasonable having regard to the prevailing market prices or at prices for which similar transactions have been made with other parties, except for transactions of special nature where comparable alternative quotations were not available or where a comparison of prices could not be made since there were no similar transactions with other parties.

vi. The Company has not accepted any deposits from the public to which the provisions of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules framed there under would apply.

vii. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of products manufactured by the Company. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of these records.

ix. a. The Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities. There are no outstanding statutory dues as at the last day of the financial year which were outstanding for a period of more than six months from the date they became payable.

b. According to the records of the Company as at 31st March 2014, the following are the particulars of disputed dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty and Excise Duty matters which have not been deposited.

Name of the Statute Nature of Dues Amount Forum where dispute is pending (Rs. in Lakhs)

The Andhra Pradesh Works Contract 19.78 Assistant Commissioner of Sales Tax General Sales Tax Act, 1956 Tax (Appeals) Kanchipuram

The Tamil Nadu General Sales Tax 120.73 Deputy Commissioner (CT) Sales Tax Sales Tax, 1959. Appellate Tribunal, Chennai.

The Central Sales Tax Act, 1956 Sales Tax 0.33 Deputy Commissioner of Sales Tax, & Bombay Sales Tax Act, 1956 2005-06 Mazgaon, Mumbai.

The Central Sales Sales Tax Asst. 155.96 Jt. Commissioner of Sales Tax Tax Act, 1956 Year 2002-03 (Appeals)

The Central Sales Tax Sales Tax Asst. 138.66 Jt. Commissioner of Sales Tax Act, 1956 Year 2003-04 (Appeals)

The Bombay Sales Sales Tax Asst. 211.78 Jt. Commissioner of Sales Tax Tax Act, 1956 Year 2003-04 (Appeals)

The Central Sales Tax Sales Tax Asst. 19.18 Asst. Commissioner of Sales Tax Act 1956 Year 2008-09 Business Audit Mumbai

MVAT Act, 2002 Sales Tax Asst. 3.25 Asst. Commissioner of Sales Tax Year 2008-09 Business Audit Mumbai

Central Excise Act Central Excise 22.10 Additional Commissioner of Central Excise, Mulund Division

Central Excise Act Central Excise 14.54 Additional Commissioner of Central Excise, Mulund Division

Central Excise Act Central Excise 31.81 Additional Commissioner of Central Excise, Mulund Division

Central Excise Act Central Excise 303.11 CESTAT, Mumbai

Central Excise Act Central Excise 108.21 Commissioner of Central Excise, Mulund Division

Central Excise Act Central Excise 743.54 CESTAT, Mumbai

Central Excise Act Central Excise 38.20 Additional Commissioner of Central Excise, Mulund Division

Central Excise Act Service Tax 4.27 Assistant Commissioner of Service Tax, Mulund

Central Excise Act Service Tax 0.39 Assistant Commissioner of Service Tax, Mulund

Central Excise Act Service Tax 0.78 Assistant Commissioner of Service Tax, Division VI, Mumbai

Central Excise Act Service Tax 1.58 CESTAT, Mumbai

Central Excise Act Service Tax 5.09 CESTAT, Mumbai

The Income Tax Act, 1961 Income Tax 7.00 CIT (A)-5

The Income Tax Act, 1961 Income Tax 47.71 CIT (A)-5



x. The Company has no accumulated losses as at 31st March, 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given by the Management, during the year there is no default in the repayment of dues to any financial institutions or banks.

xii. In our opinion and according to the information and explanations given by the Management, the Company has not granted any loans and advances on the basis of security by way of pledge of Shares, Debentures or any other security.

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, Debentures and any other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable.

xv. In our opinion and according to the information and explanations given by the management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. On the basis of the records examined by us, and relying on the information compiled by the Company for co-relating the funds raised to the end-use of term loans, we state that the Company has, prima facie, applied the term loans for the purpose for which they were obtained.

xvii. According to the information and explanations given to us, and on an overall examination of the financial statements and after placing reliance on the reasonable assumptions made by the Company for classification of Short term and Long term usage of the funds, we are of the opinion that, prima facie, no funds raised on short term basis have been utilized for long term investment.

xviii. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us the Company has not issued any debentures during the year

xx. The Company has not made any public issues during the year.

xxi. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.



For Sorab S. Engineer & Co.

Chartered Accountants

Firm Registration No. 110417W



C.A. N. D. Anklesaria Partner

Mumbai: 21st May, 2014. Membership No. 10250

---

Mar 31, 2012

We have audited the attached Balance Sheet of JOST'S ENGINEERING COMPANY LIMITED, as at 31st March, 2012, Statement of Profit and Loss and also the Cash Flow statement of the Company for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the said directors are disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Subject to our comments in Annexure referred to in paragraph 1 above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012

ii. In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 1 of our Report of even date.

i. a. The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us, the Company has not disposed off substantial part of its fixed assets during the year.

ii. a. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (g) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal controls Attention is invited to the matters stated in Note no. 44.

v. a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In respect of transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of any party, the same have been made at prices which are reasonable having regard to the prevailing market prices or at prices for which similar transactions have been made with other parties, except for transactions of special nature where comparable alternative quotations were not available or where a comparison of prices could not be made since there were no similar transactions with other parties.

vi. The Company has not accepted any deposits from the public to which the provisions of section 58A, 58AA or any other relevant provisions of Companies Act 1956 and the rules framed there under would apply.

vii. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and nature of its business.

viii. From the current year, rules for maintaining cost records prescribed by the Central Government under Section 209 (1)(d) of the Companies Act, 1956, have become applicable for the products manufactured , by the company. The company is in the process of compiling the cost records.

ix. a. The Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities. The following is the outstanding statutory due as at the last day of the financial year which was outstanding for a period of more than six months from the date it has become payable.

Particulars Amount (Rs. in Lakhs)

Service Tax 15.36

b. According to the records of the Company as at 31st March 2012, the following are the particulars of disputed dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty and Excise Duty matters which have not been deposited.

Name of the Statute Nature of Dues Amount Forum where dispute is pending. (Rs. in Lakhs)

The Andhra Pradesh Works Contract 19.78 Assistant Commissioner of Sales Tax General Sales Tax Act, Tax (Appeals) Kanchipuram 1956

The Tamil Nadu General Sales Tax 120.73 Deputy Commissioner (CT) Sales Tax Sales Tax, 1959. Appellate Tribunal, Chennai.

The Central Sales Tax Sales Tax 0.33 Deputy Commissioner of Sales Tax, Act, 1956 & Bombay 2005-06 Mazgaon, Mumbai. Sales Tax Act, 1956

The Central Sales Sales Tax Asst. 155.96 Jt. Commissioner of Sales Tax Tax Act, 1956 Year 2002-03 (Appeals)

The Central Sales Tax Sales Tax Asst. 138.66 Jt. Commissioner of Sales Tax Act, 1956 Year 2003-04 (Appeals)

The Bombay Sales Sales Tax Asst. 211.78 Jt. Commissioner of Sales Tax Tax Act, 1956 Year 2003-04 (Appeals)

Central Excise Act Service Tax 5.52 Deputy Commissioner & Asst. Commissioner of Central Excise

Central Excise Act Central Excise 345.28 Commissioner & Asst. Comm. of Central Excise

x. The Company has no accumulated losses as at 31st March, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given by the Management, during the year there is no default in the repayment of dues to any financial institutions or banks. '

xii. In our opinion and according to the information and explanations given by the Management, the Company has not granted any loans and advances on the basis of security by way of pledge of Shares, Debentures or any other security. .

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, Debentures and any other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable.

xv. In our opinion and according to the information and explanations given by the management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. No term loans have been taken by the company. Therefore, the provisions of clause 4(xvi) of the Order are not applicable.

xvii. According to the information and explanations given to us, and on an overall examination of the financial statements and after placing reliance on the reasonable assumptions made by the Company for classification of Short term and Long term usage of the funds, we are of the opinion that, prima facie, no funds raised on short term basis have been utilised for long term investment.

xviii. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, the Company has not issued any debentures during the year

xx. The Company has not made any public issues during the year.

xxi. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.



For Sorab S. Engineer & Co.

Chartered Accountants

Firm Registration No. 110417W

C. A. N. D. Anklesaria

Partner

Mumbai: 8th May, 2012. Membership No. 10250

---

Mar 31, 2011

We have audited the attached Balance Sheet of JOSTS ENGINEERING COMPANY LIMITED, as at 31st March, 2011, the Profit and Loss account and also the Cash Flow statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the said directors are disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Subject to our comments in Annexure referred to in paragraph 1 above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2011

ii. In the case of the profit & loss account, of the profit for the year ended on that date; and

iii. In the case of the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 1 of our Report of even date.

1) a. The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. According to the information and explanations given to us, the Company has not disposed off substantial part of its fixed assets during the year.

2) a. The inventory has been physically verified by the management during the year other than inventory lying with certain third parties in respect of which confirmations have been obtained. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) a. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not applicable.

e. During the year, the Company had taken an unsecured loan, from a Company, covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs 50 lacs which has been repaid during the year. In respect of the said loan, the maximum balance outstanding during the year was Rs. 50 Lacs.

f. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which the loan has been taken from the Company referred to in paragraph 4(iii)(e) above, is not, prima facie, prejudicial to the interest of the Company.

g. According to the information and explanations given to us, the Company has been regular in repayment of principal amount as stipulated and has been regular in payment of interest.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal controls. Attention is invited to the matters stated in Note No. 24, Schedule 14.

5) a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In respect of transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of any party, the same have been made at prices which are reasonable having regard to the prevailing market prices or at prices for which similar transactions have been made with other parties, except for transactions of special nature where comparable alternative quotations were not available or where a comparison of prices could not be made since there were no similar transactions with other parties.

6) The Company has not accepted any deposits from the public to which the provisions of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules framed there under would apply.

7) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and nature of its business.

8) We are informed that the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any products manufactured by the Company.

9) a. The Company is generally regular in depositing undisputed statutory dues, including the Provident Fund, Investor Education and Protection Fund, Employees State insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities. The following are the outstanding statutory dues as at the last day of the financial year which were outstanding for a period of more than six months from the date they became payable.

Particulars Amount (Rs. in Lakhs)

Service Tax 2.20

Professional Tax 0.67

b. According to the records of the Company as at 31st March 2011, the following are the particulars of disputed dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty and Excise Duty matters which have not been deposited.

Name of the Statute Nature of Dues Amount Forum where (Rs. in Lakhs) dispute is pending.

The Andhra Pradesh Works Contract 19.78 Assistant Commissioner of Sales Tax General Sales Tax Act, Tax (Appeals) Kanchipuram

1956

TheTamil Nadu General Sales Tax 120.73 Deputy Commissioner (CT) Sales Tax

Sales Tax, 1959. Appellate Tribunal, Chennai.

The Central Sales Tax Sales Tax 0.33 Deputy Commissioner of Sales Tax,

Act, 1956 & Bombay 2005-06 Mazgaon, Mumbai. Sales Tax Act, 1956

The Central Sales Sales Tax Asst. 155.96 Jt. Commissioner of Sales Tax

Tax Act, 1956 Year 2002-03 (Appeal)

The Central Sales Tax Sales Tax Asst. 138.66 Jt. Commissioner of Sales Tax

Act, 1956 Year 2003-04 (Appeal)

The Bombay Sales Sales Tax Asst. 211.78 Jt. Commissioner of Sales Tax

Tax Act, 1956 Year 2003-04 (Appeal)

Central Excise Act Service Tax 5.52 Deputy Commissioner & Asst.

Commissioner of Central Excise

Central Excise Act Central Excise 170.98 Commissioner & Asst. Comm. of Central Excise

10) The Company has no accumulated losses as at 31st March, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given by the Management, during the year there is no default in the repayment of dues to any financial institutions or banks.

12) In our opinion and according to the information and explanations given by the Management, the Company has not granted any loans and advances on the basis of security by way of pledge of Shares, Debentures or any other security.

13) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable.

14) In our opinion, the Company is not dealing or trading in "shares, securities, debentures and any other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable.

15) In our opinion and according to the information and explanations given by the management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) On the basis of the records examined by us, and relying on the information compiled by the Company for co-relating the funds raised to the end use of the Term Loan, we state that the Company has, prima facie, applied the Term Loan for the purpose for which it was obtained.

17) According to the information and explanations given to us, and on an overall examination of the financial statements and after placing reliance on the reasonable assumptions made by the Company for classification of Short term and Long term usage of the funds, we are of the opinion that, prima facie, no funds raised on short term basis have been utilized for long term investment.

18) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) According to the information and explanations given to us, the Company has not issued any debentures during the year

20) The Company has not made any public issues during the year.

21) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.



For Sorab S. Engineer & Co. Chartered Accountants

Firm Registration No. 110417W

C. A. N. D. Anklesaria Partner

Membership No. 10250

Mumbai: 6th May, 2011.

---

Mar 31, 2010

We have audited the attached Balance Sheet of JOSTS ENGINEERING COMPANY LIMITED as at 31st March 2010, the Profit and Loss Account and also the Cash Flow statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) Further to our comments in the Annexure referred to in paragraph 1) above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

(c) The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the said Directors are disqualified as on 31st March, 2010 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(f) Subject to our comments in Annexure referred to in Paragraph 1 above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

(iii) in the case of Cash Flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 1 of our Report of even date.

i. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the Company has not disposed off substantial part of its fixed assets during the year.

ii. a) The inventory has been physically verified by the management during the year other than inventory lying with certain third parties in respect of which confirmations have been obtained. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4(iii) (b) to (d) of the Order are not applicable.

e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4(iii) (f) and (g) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal controls. Attention is invited to the matters stated in Note No.24, Schedule 14.

v. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In respect of transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of any party, the same have been made at prices which are reasonable having regard to the prevailing market prices or at prices for which similar transactions have been made with other parties, except for transactions of special nature where comparable alternative quotations were not available or where a comparison of prices could not be made since there were no similar transactions with other parties.

vi. The Company has not accepted any deposits from the public to which the provisions of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules framed there under would apply.

vii. In our opinion and according to the information and explanations given to us, the company has an internal audit system commensurate with its size and nature of its business.

viii. We are informed that the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any products manufactured by the company.

ix. a) The Company is regular in depositing undisputed statutory dues, including the Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities and there are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company as at 31st March 2010, the following are the particulars of disputed dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty and Excise Duty matters which have not been deposited:

Name of the Statute Nature of Dues Amount Forum where (Rs. in Lakhs) dispute is pending.

The Andhra Pradesh Works Contract 19.78 Assistant Commiss -ioner of Sales Tax General Sales Tax, Tax (Appeals) Kanchi -puram 1956

Maharashtra Sales Tax Sales Tax 0.33 Jt. Commissioner of Sales Tax (MST) (Appeals), Maharashtra.

Service Tax Service Tax 5.52 Deputy Commissioner & Assistant Commissi -oner of Central Excise

Central Excise Central Excise 170.98 Commissioner & Assis -tant Commissioner of Central Excise.

TheTamil Nadu General Sales Tax 120.73 Deputy Commissioner (CT) Sales Tax Sales Tax, 1959. Appellate Tribunal, Chennai.

x. The company has no accumulated losses as at 31st March, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given by the Management, during the year there is ne default in the repayment of dues to any financial institutions or banks.

xii. In our opinion and according to the information and explanations given by the Management, the company has not granted any loans and advances on the basis of security by way of pledge of Shares, Debentures or any other security.

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, Debentures and any other investments. Therefore, the provisions of Clause 4(xiv) of the Order are not applicable.

xv. In our opinion and according to the information and explanations given by the management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. On the basis of the records examined by us, and relying on the information compiled by the company for co-relating the funds raised to the end use of the Term Loan, we state that the Company has, prima facie, applied the Term Loan for the purpose for which it was obtained.

xvii. According to the information and explanations given to us, and on an overall examination of the financial statements and after placing reliance on the reasonable assumptions made by the Company for classification of Short-term and Long-term usage of the funds, we are of the opinion that, prima facie, no funds raised on short-term basis have been utilized for long-term investment.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, the company has not issued any debentures during the year.

xx. The company has not made any public issues during the year.

xxi. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Sorab S. Engineer & Co. Chartered Accountants

C. A. N. D. Anklesaria

Partner

Membership No. 10250 Mumbai: 4th May, 2010. Firm Registration No.110417W