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Auditor Report of Jai Corp Ltd.

Mar 31, 2023

Jai Corp Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of Jai Corp Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and the notes to the Standalone financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “ 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 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, and its profit, 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 specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility 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 Act and the Rules made 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matters

We draw attention to Note 33 of the standalone financial statement regarding capital advances amounting to Rs. 11,153.49 lakhs towards acquisition of certain properties to a real estate Developer. The Company has filed an application before the NCLT under section 7(3)(a) of Insolvency and Bankruptcy Code 2016 towards the recovery of the above amount along with interest. Based on the management''s best estimates depending on the status of the projects a provision of Rs. 5,077.58 lakhs have been made out of the said advance and disclosed as an exceptional item.

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 year. 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. We have determined the matter described below to be the key audit matters to be communicated in our report.

Key Audit matter

Auditors'' response

Valuation of Inventories

• As of 31st March, 2023, inventories appear on the standalone financial statements for an amount of Rs. 6,096 Lakh, which constitutes 25.3% (approx.) of the total current assets. As indicated in Note no. 1(h) to the standalone financial statements, inventories are valued at the lower of cost and net realizable value:

• The Company may recognize an inventory allowance if inventory items are damaged, if the selling price has declined, or if the estimated costs to completion or to be incurred to make the sale have increased.

• We focused on this matter because of the:

• Significance of the inventory balance.

• Complexity involved in determining inventory quantities on hand due to the number, location and diversity of inventory storage locations.

• Valuation procedure including of obsolete

Our audit procedures included, but not limited to

the following:

• Reviewing the Company’s process and procedures for physical verification of inventories.

• Assessing the methods used to value inventories and ensuring ourselves of the consistency of accounting methods.

• Reviewing of the reported acquisition cost on a sample basis.

• Analyzing of the Company’s assessment of net realizable value, as well as reviewing of assumptions and calculations for stock obsolescence.

• Assessing of appropriateness of disclosures provided in the standalone financial statements.

Key Audit matter

Auditors'' response

Fair Valuation of Investment

• As at March 31, 2023, the Company has investments of '' 1,03,723.39 lakhs (Refer Note 5 and Note 11 of the Standalone financial statement), which represent that substantial portion of investment in the Subsidiaries & associate company being carried at cost in accordance with Ind AS 27 “Separate Financial Statements” and other unquoted investments & mutual funds which are fair valued through profit/loss or other comprehensive income in accordance with Ind AS 109 read with Ind AS 113.

• These investments are Level 3 investments as per the fair value hierarchy in Ind AS 113 and accordingly determination of fair value is based on a high degree of judgement and input from data that is not directly observable in the market.

• Further, the fair value is significantly influenced by the expected pattern of future benefits of the tangible assets of Subsidiary & Associate Companies. Accordingly, the same has been considered as a key audit matter.

Our audit procedures included, but not limited to

the following:

• Reviewed the fair valuation reports provided by the management by involvement of external valuation experts for investment in unlisted entities and for investment in subsidiary companies through market value of underlying assets of those companies. In case of investment in Mutual fund, verified through closing NAV, as per the statement issued.

• Reviewed management’s assessment in case of investment in subsidiary companies for no impairment indicators noted for the investments held by the Company as at 31st March ,2023.

• Evaluated the adequacy of disclosure given in the standalone financial statements in accordance with applicable accounting standards.


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

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board of Director''s report for the year ended 31st March, 2023, but does not include the Standalone financial statements and our auditor''s report thereon.

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 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 Act with respect to the preparation of these Standalone 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 accounting principles generally accepted in India including the Indian 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 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, management 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 management 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 Responsibility 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 financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, 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 the 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 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.

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 in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. Further to our comments in Annexure A, as required by Section 143(3) of the Act, based on our report we report, to the extent applicable, 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, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant 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 Rule 7 of the Companies (Accounts) Rule, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 with reference to Standalone financial statements of the Company and the

operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g. In our opinion and to the best of our information and according to the explanations given to us, the company has not paid any managerial remuneration to its directors during the year and accordingly reporting in accordance with the provisions of section 197 read with Schedule V of the Act is not required.

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 financial statements as referred to in Note 41 to the Standalone financial statements;

ii. The Company has no long term contracts including derivative contracts as at 31st March,2023.

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March,2023.

iv. (a) The Management has represented that, to the best of it''s knowledge and belief, as disclosed in the notes to the 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 Intermediary 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 it''s knowledge and belief, as disclosed in the notes to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), 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 Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

(d) Proviso to Rule 3 (1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 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.

v. Dividend paid by the Company during the year for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of Dividend.

For Chaturvedi & Shah LLP

Chartered Accountants

(Firm''s Registration No. 101720W/W100355)

Lalit R. Mhalsekar

Partner

Membership No. 103418

UDIN: 23103418BGXVJI8535

Mumbai, 25th May, 2023


Mar 31, 2022

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of Jai Corp Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2022, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and the notes to the Standalone financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “ 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 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2022, and its profit, 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 specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility 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 Act and the Rules made 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

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 year. 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. We have determined the matter described below to be the key audit matters to be communicated in our report.

Key Audit Matters

Auditors’ response

• Inventories

• As of 31st March, 2022, inventories appear on the standalone financial statements for an amount of '' 8352.13 Lakh, which constitutes 43% of the total current assets. As indicated in Note no. 1(h) to the standalone financial statements, inventories are valued at the lower of cost and net realizable value:

• The Company may recognize an inventory allowance if inventory items are damaged, if the selling price has declined, or if the estimated costs to completion or to be incurred to make the sale have increased.

• We focused on this matter because of the:

• Significance of the inventory balance.

• Complexity involved in determining inventory quantities on hand due to the number, location and diversity of inventory storage locations.

• Valuation procedure including of obsolete

Our audit procedures included the following:

• Reviewing the Company’s process and procedures for physical verification of inventories.

• Assessing the methods used to value inventories and ensuring ourselves of the consistency of accounting methods.

• Reviewing of the reported acquisition cost on a sample basis.

• Analyzing of the Company’s assessment of net realizable value, as well as reviewing of assumptions and calculations for stock obsolescence.

• Assessing of appropriateness of disclosures provided in the standalone financial statements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Board of Director’s report for the year ended 31st March, 2022, but does not include the Standalone financial statements and our auditor’s report thereon.

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.

When we read the above other information If we conclude that there is a material misstatement therein. we are required to communicate the matter to those charged with governance.

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 Act with respect to the preparation of these Standalone 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 accounting principles generally accepted in India including the Indian 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 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, management 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 management 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 Responsibility 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 financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, 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 the 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 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.

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 in terms of Section 143(11) of the Act, we give in “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, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant 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 Rule 7 of the Companies (Accounts) Rule, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 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 with reference to Standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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 by the Company to its directors during the year is in accordance with the provisions of section 197 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 financial statements as referred to in Note 41 to the Standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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 it’s knowledge and belief, as disclosed in the notes to the 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 Intermediary 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 it’s knowledge and belief, as disclosed in the notes

to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), 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 Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that caused us to believe that the representations under sub-

clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. Dividend paid by the Company during the for the previous year is in accordance with Section 123 of the Act to the Extent it applies to payment of Dividend

For D T S & Associates LLP

Chartered Accountants

(Firm’s Registration No. 142412W/W100595)

Parimal Kumar Jha Partner

Membership No. 124262 UDIN: 22124262AJOVXX5130

Place : Mumbai Date : 25th May, 2022


Mar 31, 2018

Independent Auditor’s Report

To the Members of Jai Corp Limited

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of JAI CORP LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2018, and 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

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 state of affairs (financial position), profit (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) prescribed under section 133 of the Act read with relevant rules issued thereunder.

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 Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ 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 of the Standalone Financial Statements 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 Standalone Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone 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 Standalone 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 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, 2018, and its profit including total comprehensive income, its cash flows and the statement of changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended 31st March, 2017 prepared in accordance with Indian Accounting Standards, included in these Standalone Financial Statements, have been audited by the predecessor auditors. The report of the predecessor auditors on the comparative financial information dated 30th May, 2017 expressed an unmodified opinion.

Report on Other Legal and Regulatory Requirements

1. 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, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement 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 financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with relevant rules issued thereunder.

e) On the basis of the written representations received from the directors as on 31st March, 2018 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 A”;

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:

(a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements as referred to in Note no. 40 to the financial statements.

(b) The Company does not have long term contracts including derivative contracts for which there were any material foreseeable losses

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

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act, we give in “Annexure B” hereto, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date to the members of Jai Corp Limited on the Standalone financial statements for the year ended 31st March, 2018)

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

We have audited the internal financial controls over financial reporting of Jai Corp Limited (“the Company”) as of 31st March, 2018 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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 (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. 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.

Auditors’ Responsibility

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 and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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.

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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

A 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 unauthorised 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

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

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls 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.

“ANNEXURE B” TO INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 2 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date to the members of Jai Corp Limited on the Standalone financial statements for the year ended 31st March, 2018)

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 on the basis of available information.

b. As explained to us, the Company has physically verified fixed assets, in accordance with a phased program 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 physical verification as compared with the available records.

c. As per the information and explanation provided to us and the records examined by us and based on the examination of the registered sale deed/ conveyance deed, we report that, the title deeds, comprising all the immovable properties of, land and building which are freehold, are held in the name of the Company as at the balance sheet date and which are leasehold, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement, except the following:-

Particulars

Actual Cost as at 31st March 2018 (Rs. In lacs)

Net Block as at 31st March 2018 (Rs. In lacs)

Remarks

Freehold/ Leasehold land (No of Lands: 7)

44.86

41.79

The title deeds are in the names of erstwhile Companies that merged with the Company under Section 391 to 394 of the Companies Act, 1956 pursuant to Schemes of Amalgamation and Arrangement as approved by the Honorable High Court.

Buildings

(No of Buildings: 4)

8.85

5.27

Out of Rs. 8.85 Lacs, the title deeds of Rs. 4.45 Lacs are in the names of erstwhile Companies that merged with the Company under Section 391 to 394 of the Companies Act, 1956 pursuant to Schemes of Amalgamation and Arrangement as approved by the Honorable High Court.

ii. In respect of its inventories:

As explained to us, inventories except goods in transit have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories between the physical inventories and book records were not material, having regard to the size of the operations of the Company, and the same have been properly dealt with.

iii. In respect of loans, secured or unsecured, granted by the Company to companies, firms, Limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. According to the information and explanation given to us:

a. In our opinion and according to the information given to us, the terms and conditions of the loans given by the Company are prima facie, not prejudicial to the interest of the Company.

b. The schedule of repayment of principal and payment of interest has been stipulated and repayments of principal amounts and /or receipts of interest have been regular as per stipulations.

c. There are no overdue amounts as at the year-end in respect of both principal and interest.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 & 186 of the Act as applicable, in respect of grant of loans and making investments.

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to Companies ( Cost Records & Audit ) Rules 2014 prescribed by Central Government under section 148 (1) (d) of the Act as applicable and 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 the records with a view to determine whether they are accurate and complete.

vii. According to the information and explanations given to us, in respect of statutory dues:

a. The Company has been generally regular in depositing undisputed statutory dues, including provident fund, employees'' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods & service tax, cess and any other statutory dues to the appropriate authorities as applicable during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2018 for a period of more than six months from the date they became payable

b. Details of dues of Income tax and sales tax / Value added tax aggregating to Rs. 2022.15 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute

Nature of the Dues

Amount (Rs. in Lacs)*

Period to which the amount relates

Forum where dispute is pending

Income-tax

Act,1961

Income Tax

170.45

AY 2003-04 to AY 2006-07

Commissioner of Income Tax (Appeal)

1,305.22

AY 2008-09, AY 2009-10, & AY 2015-16

Commissioner of Income Tax (Appeal)

419.96

AY 2011-12 & AY 2013-14

ITAT

Central Excise Act, 1944

Excise Duty

3.43

2004-05

Commissioner (Appeal)

Bombay Sales Tax Act

Sales Tax

26.28

2000-01 & 2002-03

Maharashtra Sales Tax Tribunal

96.81

2013-14

Joint Commissioner of Sales Tax (Appeal)

Total

2022.15

(*) Net of amount deposited under protest

viii. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

ix. According to the information and explanations given to us, during the year the Company has not raised any money by way of initial public offer, further public offer (including debt instruments) and no term loans raised during the year. Therefore, provisions of clause (ix) of paragraph 3 of the Order are not applicable to the Company.

x. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and on the basis of information and explanations given by the management, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us, Company’s transactions with the related parties are in compliance with section 177 and 188 of the Act as applicable and details of such transactions have been disclosed in the 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, during the year, the Company has not raised any money by preferential allotment or private placement of share or debentures. Therefore, the provisions of clause (xiv) of paragraph 3 of the Order are not applicable to the Company.

xv. According to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with directors or persons connected with him, Therefore, the provisions of clause

(xv) of paragraph 3 of the Order are not applicable to the Company.

xvi. In our opinion and according to information and explanations provided to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For D T S & Associates

Chartered Accountants

Firm Registration No: 142412W

Anuj Bhatia

Partner

Membership No. 122179

Place: Mumbai

Date : 25th May, 2018


Mar 31, 2017

INDEPENDENT AUDITOR''S REPORT

To the Members of Jai Corp Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of JAI CORP LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2017, and 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 Ind AS 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 Ind AS Financial Statements that give a true and fair view of state of affairs (financial position), profit (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) prescribed under section 133 of the Act read with relevant rules issued there under.

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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS 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 of the Standalone Ind AS Financial Statements 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 Standalone Ind AS Financial Statements are free from material misstatement.

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 control 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.

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

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, 2017, and its profit including total comprehensive income, its cash flows and the statement of changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement 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 Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with relevant rules issued there under.

e) On the basis of the written representations received from the directors as on 31st March, 2017 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 A”;

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:

(a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements as referred to in Note no. 41 to the financial statements.

(b) The Company does not have long term contracts including derivative contracts for which there were any material foreseeable losses

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

(d) The Company has provided requisite disclosures in the Standalone Ind AS financial statements as regards to its holdings and dealings in Specified Bank Notes as defined in the Notification S.O. 3407 (E) dated 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedure performed and representations provided to us by the management, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the management.

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

(Referred to in paragraph 1 (f) under ''Report on Other Legal and Regulatory Requirements'' of our report of even date to the members of Jai Corp Limited on the Standalone Ind AS financial statements for the year ended 31st March, 2017)

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

We have audited the internal financial controls over financial reporting of Jai Corp Limited ("the Company”) as of 31st March, 2017 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

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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India. 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.

Auditors'' Responsibility

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 and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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.

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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

A 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 authorizations 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

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

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017 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.

(Referred to in paragraph 2 under the heading "Report on Other Legal and Regulatory Requirements” of our report of even date to the members of Jai Corp Limited on the Standalone Ind AS financial statements for the year ended 31st March, 2017)

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 on the basis of available information.

b. As explained to us, the Company has physically verified fixed assets, in accordance with a phased program 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 physical verification as compared with the available records.

c. As per the information and explanation provided to us and the records examined by us and based on the examination of the registered sale deed/ conveyance deed, we report that, the title deeds, comprising all the immovable properties of, land and building which are freehold, are held in the name of the Company as at the balance sheet date and which are leasehold, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement, except the following:-

Particulars

Actual Cost as at 31st March 2017 (Rs. In lacs)

Net Block as at 31st March 2017 (Rs. In lacs)

Remarks

Freehold/Leasehold land (No of Lands: 7)

44.86

41.79

The title deeds are in the names of erstwhile Companies that merged with the Company under Section 391 to 394 of the Companies Act, 1956 pursuant to Schemes of Amalgamation and Arrangement as approved by the Honorable High Court.

Buildings

(No of Buildings: 7)

8.85

5.27

ii. In respect of its inventories:

As explained to us, inventories except goods in transit have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories between the physical inventories and book records were not material, having regard to the size of the operations of the Company, and the same have been properly dealt with.

iii. In respect of loans, secured or unsecured, granted by the Company to companies, firms, Limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. According to the information and explanation given to us:

a. In our opinion and according to the information given to us, the terms and conditions of the loans given by the Company are prima facie, not prejudicial to the interest of the Company.

b. The schedule of repayment of principal and payment of interest has been stipulated and repayments of principal amounts and /or receipts of interest have been regular as per stipulations.

c. There are no overdue amounts as at the year-end in respect of both principal and interest.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 & 186 of the Act as applicable, in respect of grant of loans and making investments.

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to Companies ( Cost Records & Audit ) Rules 2014 prescribed by Central Government under section 148 (1) (d) of the Act as applicable and 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 the records with a view to determine whether they are accurate and complete.

vii. According to the information and explanations given to us, in respect of statutory dues:

a. The Company has been generally regular in depositing undisputed statutory dues, including provident fund, employees'' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities as applicable during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2017 for a period of more than six months from the date they became payable

b. Details of dues of Income tax and sales tax / Value added tax aggregating to Rs. 1627.40 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute

Nature of the Dues

Amount (Rs. in Lacs)*

Period to which the amount relates

Forum where dispute is pending

Income-tax

Act,1961

Income Tax

170.45

AY 2003-04 to AY 2006-07

Commissioner of Income Tax (Appeal)

1427.24

AY 2008-09, AY 2009-10, AY 2011-12 and AY 2013-14

Commissioner of Income Tax (Appeal)

Central Excise Act, 1944

Excise Duty

3.43

2004-05

Commissioner (Appeal)

Bombay Sales Tax Act

Sales Tax

26.28

2000-01 & 2002-03

Maharashtra Sales Tax Tribunal

Total

1627.40

(*) Net of amount deposited under protest

viii. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

ix. According to the information and explanations given to us, during the year the Company has not raised any money by way of initial public offer, further public offer (including debt instruments) and no term loans raised during the year. Therefore, provisions of clause (ix) of paragraph 3 of the Order are not applicable to the Company.

x. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and on the basis of information and explanations given by the management, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us, Company''s transactions with the related parties are in compliance with section 177 and 188 of the Act as applicable and details of such transactions have been disclosed in the financial statements as required by the applicable Indian accounting standards.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, during the year, the Company has not raised any money by preferential allotment or private placement of share or debentures. Therefore, the provisions of clause (xiv) of paragraph 3 of the Order are not applicable to the Company.

xv. According to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with directors or persons connected with him, Therefore, the provisions of clause (xv) of paragraph 3 of the Order are not applicable to the Company.

xvi. In our opinion and according to information and explanations provided to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Chaturvedi & Shah

Chartered Accountants

Firm Registration No: 101720W

R Koria

Partner

Membership No. 035629

Place: Mumbai

Date : 30th May 2017


Mar 31, 2016

To

The Members of Jai Corp Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Jai CORP LIMITED ("The Company"), which comprise the Balance
Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year ended and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibility 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 and cash fows of the Company in accordance with the Accounting Principles Generally Accepted in
India (Indian GAAPs), including Accounting Standards prescribed under Section 133 of the Act as applicable.

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.

auditors'' 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 misstatements.

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
financia 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 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,
2016 and its profit and its cash fows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2016 ("the Order"), issued by the Central Government of India, in terms
of sub-section (11) of Section 143 of the Act, we give in the " Annexure A" hereto, a statement on the matters specified in the
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 it 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 prescribed under Section
133 of the Act, as applicable.


e. On the basis of the written representations received from the directors as on 31st March, 2016 and taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2016 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".

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 as referred
to in Note No. 30 to the standalone financial statements;

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable
losses, if any, on long term contracts including derivative contracts; and

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


(Referred to in paragraph 1 under the heading "Report on other Legal and Regulatory Requirements" of our report of even date to
the members of Jai Corp Limited on the accounts for the year ended 31st March, 2016)

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 on the basis of available information.

b. As explained to us, the Company has physically verified fixed assets, in accordance with a phased program 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 physical verification as compared with the available records.

c. As per the information and explanation provided to us and the records examined by us and based on the examination of the
registered sale deed/ conveyance deed, we report that, the title deeds, comprising all the immovable properties of, land and
building which are freehold, are held in the name of the Company as at the balance sheet date and which are leasehold, the lease
agreements are in the name of the Company, where the Company is the lessee in the agreement, except the following

particulars Gross Block as at net Block as at Remarks
31st March 2016 31st March 2016
(Rs, in lacs) (Rs, in lacs)

Freehold/ 44.86 42.07 The title deeds
are in the names
of erstwhile
Leasehold
land C ompanies that
merged with the
Company

under Section
391 to 394 of
the Companies
Act, 1956
pursuant
to Schemes
of Amalgamation
and Arrangement
as approved
by the
Honorable High
Court.

Buildings 8.85 5.36


ii. As explained to us, inventories have been physically verified during the year by the management except goods in transit and
in our opinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories
between the physical inventories and book records were not material, having regard to the size of the operations of the Company
and the same have been properly dealt with.

iii. In respect of loans, secured or unsecured, granted by the company to companies, firms, Limited liability partnerships or
other parties covered in the register maintained under Section 189 of the Act. According to the information and explanations
given to us:

a. The company has granted unsecured loans to wholly owned subsidiary companies, and in our opinion, the rate of interest and
other terms and conditions on which the loans had been granted were not, prima facie, prejudicial to the interest of the Company

b. Schedule of repayment of principal amount and payment of interest as applicable was stipulated and repayments are regular

c. The above loans were no overdue as on the date of balance sheet

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of
Sections 185 & 186 of the Act as applicable, in respect of grant of loans and making investments.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public.
Therefore, the provisions of paragraph 3 (v) of the Order are not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to Companies (Cost Records & Audit ) Rules 2014
prescribed by Central Government under Section 148 (1) (d) of the Act as applicable and 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 the records
with a view to determine whether they are accurate and complete

vii. According to the information and explanations given to us in respect of statutory dues:

a. The company has been generally regular in depositing undisputed statutory dues, including provident fund, employees'' state
insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory
dues to the appropriate authorities as applicable during the year. According to the information and explanations given to us, no
undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2016 for a period of more than
six months from the date they became payable


b. Details of dues of Income tax, Duty of Excise and Value added tax aggregating to Rs, 1671.37 Lacs that have not been deposited
on account of disputed matters pending before appropriate authorities are as under:

nature of amount period to
which the Forum where
name of the Statute the dues (Rs,
in Lacs
)* amount
relates dispute is
pending

Income-tax Act,1961 Income
Tax 170.45 AY 2003-04
to
AY 2006-07 Commissioner
of
Income Tax
(Appeal)

1427.24 AY 2008-09,
AY 2009-10, Commissioner
of

AY 2011-12
and
AY 2013-14 Income Tax
(Appeal)

Central Excise Act,
1944 Excise
Duty 47.40 2010-14 Commissioner
(Appeal)

Bombay Sales Tax
Act Sales
Tax 26.28 2000-01 &
2002-03 Maharashtra
Sales
Tax Tribunal

ToTaL 1671.37

(*) Net of amount deposited under protest

viii. Based on our audit procedures and according to the information and explanations given by the management, we are of the
opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans
from financial institutions or by way of debentures.

ix. According to the information and explanations given to us, the Company did not raise any money by way of initial public offer
or further public offer (including debt instruments) and no term loan was raised during the year. Therefore, the provisions of
paragraph 3 (ix) of the order are not applicable to the Company.

x. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and on
the basis of information and explanations given by the management, no fraud by the Company or on the Company by its Officers or
employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations give to us the Company has paid / provided managerial
remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V of the
Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Therefore,
the provisions of paragraph 3 (xii) of the Order are not applicable to the Company.

xiii. In our opinion and 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 financial statements as required by the applicable Accounting Standards.

xiv. According to the information and explanations give 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. Therefore, the provisions of paragraph 3 (xiv) of the Order 2016 are not applicable to the Company.

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. Therefore, the provisions of
paragraph 3 (xv) of the Order are not applicable to the Company.

xvi. In our opinion and according to information and explanations provided to us, the Company is not required to be registered
under section 45-IA of the Reserve Bank of India Act, 1934.


(Referred to in paragraph 2 (f) under ''Report on other Legal and Regulatory Requirements'' of our report of even date on the
standalone financial statements of Jai Corp Limited for the year ended 31st March 2016)

Report on the internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies act, 2013 ("the act")

We have audited the internal financial controls over financial reporting of Jai Corp Limited ("the Company") as of 31st March,
2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for internal Financial Controls

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 ("the Guidance Note") issued by the
Institute of Chartered Accountants of India. 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 Companies Act, 2013.

auditor''s Responsibility

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 and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls. 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.

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 judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error.

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

A 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 authorizations 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 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

In our opinion, to the best of our information and according to the explanations given to us, 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 2016, 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.


For Chaturvedi & Shah

Chartered Accountants

Firm Reg. No. 101720W

R. Koria

Partner

Membership No: 035629

place : Mumbai

date : 24th May, 2016


Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of 'JAI CORP LIMITED' ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement 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

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 the 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 standalone 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 standalone 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 control system over financial reporting and the operating 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 standalone 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 said 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 hereto, a statement on the matters specified in the paragraphs 3 and 4 of the said 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, 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, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 litigations on its financial position in its financial statements as referred to in Note 30 to the standalone financial statements.

ii. The Company does 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 INDEPENDENT AUDITORS' REPORT

(Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of Jai Corp Limited on the standalone financial statements for the year ended March 31, 2015)

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, all fixed assets have been physically verified during the year by management in accordance with a phased programme of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as compared to the book records.

ii) In respect of its inventories:

(a) As explained to us, inventories have been physically verified during the year by the management except for inventories in transit. 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 the nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

(iii) The Company has granted unsecured loans to one Company covered in the register maintained under section 189 of the Act. Maximum amount outstanding at any time during the year was Rs. 41,636.97 lacs and year- end balance was Rs. 41,286.42 lacs. In our opinion:- a. the receipts of principal amount and interest wherever due are regular. b. the loan given was not due for repayment; therefore the question of overdue amounts does not arise.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (v) of paragraph 3 of the said Order are not applicable to the Company.

vi) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records under sub-section (1) of section 148 of the Act in respect of Steel Division. We have broadly reviewed the accounts and records of the Company in this connection and 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 the records with a view to determine whether they are accurate and complete.

vii) (a) According to the records of the Company, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income- Tax, Sales-Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax and Cess and other material statutory dues, as applicable to it, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs. 1,596.02 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

Name of the Nature of Amount Period to which the Statute the Dues (Rs. In Lacs)* amount relates

Income-tax Income Tax 170.45 AY 2003-04 to AY 2006-07 Act,1961 1357.55 AY 2008-09, 2009-10 and AY 2011-12

Bombay Sales Tax Sales Tax 0.07 2001-02 Act

Bombay Sales Tax Sales Tax 26.28 2000-01 & 2002-03 Act

Central Excise Act, Excise duty 8.29 2009-14 1944 33.38 2010-14

TOTAL 1,596.02

Name of the Statute Forum where dispute is pending

Income-tax Act, 1961 Assessing Officer

Commissioner of Income Tax (Appeal)

Bombay Sales Tax Act High Court

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

Central Excise Act, 1944 Additional Commissioner - Central Excise and Service Tax

Joint Commissioner -Central Excise and Service Tax

(*) Net of amount deposited under protest.

(c) According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder.

viii) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current and immediately preceding financial year.

ix) Based on our audit procedures and according to the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) To the best of our knowledge and belief and accordingly to the information and explanations given to us, no term loan has been raised during the year and accordingly the provisions of clause (xi) of paragraph 3 of the said Order are not applicable to the Company.

xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone financial statements and as per the information and explanations given by the management, we report that no fraud by the Company and no material fraud on the Company has been noticed or reported during the course of our audit.

For Chaturvedi & Shah

Chartered Accountants

(Firm Registration No. 101720W)

R. Koria

Partner

Membership No.: 35629

Place : Mumbai

Date : 9th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of ''JAI CORP 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 principles generally accepted in India, including Accounting Standards notifed under the Companies Act, 1956 ("the Act") read with 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 opinion on the effectiveness of the entity''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 suffcient 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 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, 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 comply with the Accounting Standards notifed under the Companies Act, 1956 read with 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 31st March, 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 INDEPENDENT AUDITORS'' REPORT

(Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of Jai Corp Limited on the accounts for the year ended March 31, 2014)

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, all fixed assets have been physically verifed during the year by management in accordance with a phased program of verifcation, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verifcation as compared to the book records.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

ii) In respect of its inventories:

(a) As explained to us, inventories have been physically verifed during the year by the management at reasonable intervals.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verifcation of the inventories, as compared to book records maintained.

iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Act:

(a) The Company has granted unsecured loans to two of its wholly-owned subsidiary companies. The maximum amount outstanding at any time during the year was Rs. 40,425.85 lacs and the year-end balance is Rs. 40,423.67 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loans are interest-free and other terms and conditions of such loans, are prima facie, not prejudicial to the interest of the Company.

(c) The loans given were not due for repayment at the year end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, firms or other parties covered in the Register maintained under section 301 of the Act. Accordingly, the provisions of sub-clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the said Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) (a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts / arrangements that need to be entered in the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, other than for certain transactions for sale and purchase of fixed assets for which alternative quotations are not available and hence upon which, we are unable to comment.

vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of section 209 (as amended) of the Act. We have broadly reviewed the accounts and records of the Company in this connection and 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 the records with a view to determine whether they are accurate and complete.

ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2014 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs. 2,496.39 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

Name of the Nature of Amount Period to which the amount Statute the Due Rs in Lacs relates

Income-tax Income Tax 165.14 2003-04 to 2004-05 Act,1961 2,149.98 2007-08 to 2011-12

Bombay Sales Tax Act Sales Tax 0.07 2001-02

Bombay Sales Tax Act Sales Tax 26.28 2000-01 & 2002-03

Central Excise Act, Excise duty 76.09 2004-05 to 2006-07 1944 & 2009-10 78.83 2005-06 & 2009-10

Total 2,496.39

Name of The Statute Forum where dispute is pending

Income-tax Act,1961 Assessing officer Commissioner of Income Tax (Appeal)

Bombay Sales Tax Act High Court

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

Central Excise Act, 1944 Central Excise and Service Tax Appellate Tribunal Commissioner (Appeals)

(*) Net of amount Rs. 239.74 Lacs deposited under protest.

x) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current and immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loan from financial institutions or by way of debentures.

xii) In our opinion and according to the information and explanations given to us and based on the information available, the Company has maintained adequate documents and records in respect of loans and advances granted by it on the basis of pledge shares.

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

xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of dealing in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments are held by the Company in its own name.

xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi) To the best of our knowledge and belief and accordingly to the information and explanations given to us, no term loan has been raised during the year and accordingly the provisions of clause (xvi) of paragraph 4 of the said Order are not applicable to the Company.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at March 31, 2014, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The Company has not issued any debentures and accordingly the provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

xx) During the year the Company has not raised any monies by way of public issue.

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per 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 course of our audit.

For CHATURVEDI & SHAH Chartered Accountants Firm Reg. No. – 101720W

R. Koria Partner Membership No. – 35629

Place : Mumbai Date : 8th May 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of ''Jai Corp Limited'' ("the Company") which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances. 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(ii) in the case of the Statement of Proft and Loss, of the proft for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash fows 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 (as amended) ("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 hereto, a statement on the matters specifed in the paragraphs 4 and 5 of the said 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 except certain inventory records which have been destroyed due to the fre at a unit as mentioned in Note No.30 on the fnancial statements;

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, Statement of Proft 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 Proft and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e) On the basis of the written representations received from the directors as on 31st March, 2013 and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of Jai Corp Limited on the accounts for the year ended March 31, 2013

i) In respect of its fxed assets:

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

(b) As explained to us, fxed assets at one location have been physically verifed during the year by management in accordance with a phased program of verifcation, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verifcation as compared to the book records.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fxed assets during the year and the going concern status of the Company is not affected.

ii) In respect of its inventories:

(a) As explained to us, inventories have been physically verifed during the year by the management at reasonable intervals.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verifcation of the inventories, as compared to book records maintained.

iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, frms or other parties covered in the register maintained under section 301 of the Act:

(a) The Company has granted unsecured loans to two of its wholly-owned subsidiary companies. The maximum amount outstanding at any time during the year was Rs. 39,394.37 lacs and the year-end balance is Rs. 39,398.47 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loans are interest-free and others terms and conditions of such loans, are prima facie, not prejudicial to the interest of the Company.

(c) The loans given were not due for repayment at the year end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, frms or other parties covered in the Register maintained under section 301 of the Act. Accordingly, the provisions of sub-clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the said Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fxed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) (a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts / arrangements that need to be entered in the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts or arrangements exceeding the value of Rupees fve lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, other than for certain transactions for purchase of fxed assets, sale of goods and materials of specifc nature for which alternative quotations are not available and hence upon which, we are unable to comment.

vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of section 209 (as amended) of the Act. We have broadly reviewed the accounts and records of the Company in this connection and 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 the records with a view to determine whether they are accurate and complete.

ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing

undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income- tax, Sales-tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs. 1,721.67 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

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

Income-tax Act,1961 Income 165.15* 2003-04 to 2004-05 Tax 1,332.19** 2007-08 to 2010-11

Bombay Sales Tax Act Sales Tax 0.07*** 2001-02

Bombay Sales Tax Act Sales Tax 26.28 2000-01 & 2002-03

Central Excise Act, Excise 75.00 2005-06

1944 duty 122.98**** 2004-05 to 2009-10

TOTAL 1,721.67

Name Forum where dispute is pending

Income-tax Act,1961 Income Tax Appellate Tribunal Commissioner of Income Tax (Appeal)

High Court

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

Commissioner (Appeals)

Central Excise and Service Tax Appellate Tribunal

(*) Net of amount Rs. 31.20 Lacs deposited under protest.

(**) Net of amount Rs. 100.00 Lacs deposited under protest.

(***) Net of amount Rs. 0.50 Lacs deposited under protest.

(****) Net of amount Rs. 23.04 Lacs deposited under protest.

x) The Company does not have accumulated losses at the end of the fnancial year. It has not incurred cash losses in the current and immediately preceding fnancial year.

xi) Based on our audit procedures and according to the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from fnancial institutions or by way of debentures.

xii) Based on our examination of documents and records and according to information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual beneft fund / society, and accordingly the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and others investment. The Company has maintained proper records of transactions and contracts in respect of shares and other securities and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or fnancial institutions.

xvi) According to the information and explanations given to us, term loans outstanding during the year were prima facie applied for the purposes for which the loans were obtained.

xvii) On a review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at March 31, 2013, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The Company has not issued any debentures and accordingly the provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

xx) During the year the Company has not raised any monies by way of public issue.

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the fnancial statements and as per 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 course of our audit.

For Chaturvedi & Shah Chartered Accountants

Firm Registration No. 101720W

R. Koria

Partner

Membership No.: 35629

Place : Mumbai

Date : 8th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of 'Jai Corp Limited' ('the Company') as at March 31, 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date, 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.

2. We conducted our audit in accordance with 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.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) (Order) 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 hereto, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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;

(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 Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of the written representations received from the Directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 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) 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 Significant Accounting Policies and 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 March 31, 2012;

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

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

(Referred to in paragraph 3 of our report of even date to the members of Jai Corp Limited on the accounts for the year ended March 31, 2012)

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, fixed assets at certain locations have been physically verified during the year by management in accordance with a phased program of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as compared to the books records.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

ii) In respect of its inventories:

(a) Inventories have been physically verified during the year by the management. In our opinion the programme 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 the nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has granted unsecured loans to two of its wholly-owned subsidiary companies. The maximum amount outstanding at any time during the year was Rs. 37,914.40 lacs and the year-end balance is Rs. 37,901.43 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loans are interest-free and others terms and conditions of such loans, are prima facie, not prejudicial to the interest of the Company.

(c) The loans given were not due for repayment at the year end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of sub-clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the said Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) (a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts / arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, except for certain transactions for sale of goods and materials of specific nature for which alternative quotations are not available and hence upon which, we are unable to comment.

vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of Section 209 (as amended) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the Company in this connection and 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 the records with a view to determine whether they are accurate and complete.

ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2012 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs. 269.98 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

Name of the Nature of Amount (Rs.in Period to which the amount relates Forum where dispute is pending Statute the Dues Lacs)

Income-tax Income Tax 67.77* 2006-07 Commissioner of Income Tax Act,1961 43.04** 2008-09 (Appeal)

Bombay Sales Sales Tax 0.07*** 2001-02 High Court Tax Act

Bombay Sales Sales Tax 26.28 2000-01& 2002-03 Maharashtra Sales Tax Tribunal Tax Act

Central Excise Act, Excise duty 1.67 2006-07 Commissioner (Appeals) 1944 75.00 2005-06

53.49**** 1996-97 to 98 & 2004-05 to 2006- Central Excise and Service Tax 07 Appellate Tribunal

2.66 ***** 2008-09 & 2009-10 Assistant Commissioner

Total 269.98

(*) Net of amount Rs. 50.00 Lacs deposited under protest.

(**) Net of amount Rs. 50.00 Lacs deposited under protest.

(***) Net of amount Rs. 0.50 Lacs deposited under protest.

(****) Net of amount Rs. 1.23 Lacs deposited under protest.

(*****) Net of amount Rs. 1.23 Lacs deposited under protest.

x) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current and immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

xii) Based on our examination of documents and records and according to information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

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

xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of dealing in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments are held by the Company in its own name.

xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi) According to the information and explanations given to us, term loans outstanding were prima facie applied for the purposes for which the loans were obtained.

xvii) On a review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at March 31, 2012, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

xviii) During the year, 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) The Company has not issued any debentures and hence the provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

xx) During the year the Company has not raised any monies by way of public issue.

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per 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 course of our audit.

For Chaturvedi & Shah For S.R. Batliboi & Co.

Chartered Accountants Chartered Accountants

Firm Registration Number 101720W Firm Registration Number 301003E

R. Koria per Vijay Maniar

Partner Partner

Membership Number: 35629 Membership Number: 36738

Place: Mumbai Place: Mumbai

Date: 24th May 2012 Date: 24th May 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of 'JAI CORP LIMITED' ('the Company') as at 31st March, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, 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.

2. We conducted our audit in accordance with 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.

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

4. Furtherto our comments in the Annexure referred to in paragraph 3 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;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in 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 referred to in this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors, as on 31s1 March 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31s1 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) In our opinion, and to the best of our information and according to explanations given to us, the said accounts read together with the Significant Accounting Policies and other 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 and Loss Account, of the profit of the Company for the year ended on that date; and

III) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of Jai Corp Limited on the accounts for the year ended 31st March, 2011) (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, fixed assets at certain locations have been physically verified during the year by management in accordance with a phased program of verification over a two year period, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as compared to the book records.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

(ii) In respect of its inventories:

(a) Inventories have been physically verified during the year by the management. In our opinion the programme 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 the nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956: -

(a) The Company has granted unsecured loans to two wholly-owned subsidiary companies. The maximum amount outstanding at any time during the year was Rs. 37,113.19 lacs and the year-end balance was Rs. 37,101.68 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loans are interest-free and others terms and conditions of such loans, are prima facie, not prejudicial to the interest of the company.

(c) The loans given were not due for repayment at year-end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Consequently, the provisions of sub-clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the said Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, except for certain transactions for sale of goods and materials of specific nature for which alternative quotations are not available and hence upon which, we are unable to comment.

(vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, in respect of one of the products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and 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 the records with a view to determine whether they are accurate and complete.

(ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities . According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable;

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same,

(b) The disputed statutory dues aggregating Rs. 622.47 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

Name of the Statute Nature of Amount Period to which Forum where dispute is pending the Dues (Rs. in Lacs) the amount relates

Income-tax Act,1961 Income Tax 461.92* 2002-03 to 2008-09 Commissioner of Income Tax (Appeals)

Bombay Sales Tax Act Sales Tax 0.06** 2001-02 High Court

Bombay Sales Tax Act Sales Tax 26.28 2000-01 & 2002-03 Maharashtra Sales Tax Tribunal

Central Excise Act, 1944 Excise duty 75.00 2005-06 Commissioner (Appeals)

2.38 2010-11

44.67*** 1996-97 to 98 & Central Excise and Service Tax Appellate 2004-05 & 2006-07 Tribunal

0.56 2006-07 Deputy Commissioner

11.60 2004-05 to 06 & Assistant Commissioner 2009-10

Total 622.47

* Net of amount Rs. 16 Lacs deposited under protest

** Net of amount of Rs 0.50Lacs deposited under protest

*** Net of amount of Rs 1.23 Lacs deposited under protest

(x) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

(xii) Based on our examination of documents and records and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

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

(xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of dealing in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments are held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, term loans outstanding were prima facie applied for the purposes forwhich the loans were obtained.

(xvii) On a review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at 31st March, 2011, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

(xviii) During the year, 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) The Company has not issued any debentures and hence provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

(xx) During the year the Company has not raised any monies by way of public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as perthe information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For CHATURVEDI & SHAH For S.R. BATLIBOI & Co.

(Firm Registration No. 101720W) (Firm Registration No.301003E)

Chartered Accountants Chartered Accountants

R. Koria per Vijay Maniar

Partner Partner

Membership No.: 35629 Membership No.: 36738

Place: Mumbai

Date: 26th May 2011


Mar 31, 2010

We have audited the attached Balance Sheet of JAI CORP LIMITED (the Company) as at 31st March, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, 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 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 (as amended)issued by Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure hereto, a Statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to 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;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in 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 referred to in this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the 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 directors is 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) In our opinion, and to the best of our information and according to explanations given to us, the said accounts read together with the Significant Accounting Policies and other 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 of the Company for the year ended on that date; and

III) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 1 of our report of even date to the members of Jai Corp Limited on the accounts for the year ended 31st March, 2010)

(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, all the fixed assets have been physically verified by the management in accordance with the programme of verification, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as compared to the book records.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

(ii) In respect of its inventories:

(a) Inventories have been physically verified during the year by the management. In our opinion the programme 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 the nature of its business.

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956: -

(a) The Company has granted unsecured loans to two wholly-owned subsidiary companies of it. The maximum amount outstanding at any time during the year was Rs. 405,10.44 lacs and the year-end balance was Rs. 359,89.45 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and others terms and conditions of such loans are, prima facie not prejudicial to the interest of the Company.

(c) The loans given were not due for repayment at year end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Consequently, the provisions of sub clauses (e), (f) and (g) of paragraph 4 of the said Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, except for certain transactions for purchase and sale of goods and materials of specific nature for which alternative quotations are not available and hence upon which, we are unable to comment.

(vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, in respect of one of the products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and 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 the records with a view to determine whether they are accurate and complete.

(ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities . Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of dealing in shares and other investments and timely entries have been made therein. The investments are held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations

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

Bombay Sales Tax Act Sales Tax 0.06 2001-02

Bombay Sales Tax Act Sales Tax 26.28* 2000-01&2002-03

Central Excise Act, 1944 Excise duty 75.00 2005-06

0.42 2008-09

8.08* 2003-04 to 2005-06

4.40 2009-10

Total 114.24



Name of the Statue Forum where dispute is pending

Bombay Sales Tax Act High Court

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

Central Excise Act, 1944 Commissioner (Appeals)

Central Excise and Service Tax Appellate Tribunal

Assistant Commissioner

Total

(*) Net of amount Rs. 5.50 Lacs deposited under protest.

position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2010 for a period of more than six months from the date they became payable;

(c) The disputed statutory dues aggregating Rs. 114.24 lacs as at 31.03.10, that have not been deposited on account of matters pending before appropriate authorities, are as under:

(x) The Company does not have accumulated losses at the end of the financial year. It has not incurred any cash losses in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from fnancial institutions or by way of debentures.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

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

(xiv) In our opinion and according to the information given to us, term loans were prima facie applied for the purposes for which the loans were obtained.

(xvii) On a review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at 31st March, 2010, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

(xviii) During the year, 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) The Company has not issued any debentures and hence provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

(xx) During the year the Company has not raised any monies by way of public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per 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 course of our audit.

For CHATURVEDI & SHAH For S.R. BATLIBOI & Co.

Firm Registration No. 101720W Firm Registration No.301003E

Chartered Accountants Chartered Accountants

R. Koria per Vijay Maniar

Partner Partner

Membership No.: 35629 Membership No.: 36738

Place: Mumbai Place: Mumbai

Date: 25th May 2010 Date: 25th May 2010

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