Auditor Report of Neil Industries Ltd.

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of NEIL INDUSTRIES LIMITED (“the company”),which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31^st March 2018,

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

(c) In case of the Cash Flow Statement, for the year ended on that date.

Emphasis of Matters

Our opinion is not modified in respect of these matters.

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 statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

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

c) The Balance Sheet, the 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 aforesaid 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) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.

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

g) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)- is enclosed as annexure to this report.

h) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i) The Company does not have any litigations which would impact its financial position.

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

iii) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF NEIL INDUSTRIES LIMITED.

Report on the Internal Financial Controls 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 M/s NEIL INDUSTRIES LIMITED” as of 31.03.2018 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. 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.

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 on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance 168 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 judgement, 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 I/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, 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 31^st March 2018

ANNEXURE TO THE AUDITORS’ REPORT

COMPANIES (AUDITOR’S REPORT) ORDER, 2016 for NEIL INDUSTRIES LIMITED

On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that:

(i) In respect of fixed assets & immovable properties:

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the company.

(ii) In respect of Inventory:

(a) The physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) The company has not granted any loans, secured or unsecured to companies, firms, LLPs, or other parties covered in the register maintained under section 189 of the Companies Act,

(iv) In respect of loans, investments guarantees and security, the provisions of section 185 and 186 of the Companies Act, 2013 have been complied with..

(v) The company has not accepted deposits, during the relevant year.

(vi) The maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act is not required by the company.

(vii) In respect of Statutory Dues:

(a) The Company is regular in depositing undisputed statutory dues including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues to the appropriate authorities.

(b) An Income Tax demand of Rs. 26,64,940 is outstanding with respect to A.Y. 2009-10 against order u/s 148 of the I T Act. An appeal has already been filed against the demand with the Commissioner of Income Tax (Appeals). The provision for payment has not been provided as the appeal proceedings are yet to be completed.

(c) An Income Tax demand of Rs. 2,51,940 is outstanding with respect to A.Y. 2013-14 against order u/s 143(3) of the I T Act. The rectification petition has been filed with the Income tax department for non receipt of credit of TDS.

(d)An Income Tax demand for Rs 75,51,090 is outstanding with respect to A.Y 2014-15 against order u/s 143(3) of the I T Act. An appeal has already been filed against the demand with the Commissioner of Income Tax ( Appeals ).

(e) An Income Tax demand for Rs 1,74,990 is outstanding with respect to A.Y 2015-16 also, against order u/s 143(3) of the I T Act. An appeal has already been filed against the demand with the Commissioner of Income Tax (Appeals).

(viii) The company has not defaulted in repayment of Loans & Borrowings to a financial institution, Bank, Government or dues to debenture holders.

(ix) No money has been raised by the way of initial public offer or further public offer (including debt instruments) and term loans during the year.

(x) No fraud by the company or any fraud on the company by its officers/employees has been noticed or reported during the year.

(xi) The managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act, 2013.

(xii) The provisions regarding the Nidhi company is not applicable to the reporting company.

(xiii) The transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the financial Statements etc. as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review.

(xv) The company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) The company is a registered NBFC having the certificate of registration No. B - 05.04372 since 14.09.2001. However, For the year 2017-2018, the company is not required to get itself registered under section 45-IA of the RBI Act 1934, as the company has not met the 50-50 criteria as applicable over the NBFC regarding financial assets and income. However this shift in income pattern of the company is a temporary one and will not affect the principal business of the company.

For Ranjit Jain & Co.

Chartered Accountants

FRN : 322505E

Date: 29.05.2018

Place : Kolkata

CA ALOK IAIN

Memb No. 062283

---

Mar 31, 2016

TO THE MEMBERS OF NEIL INDUSTRIES LIMITED

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Opinion

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

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31^st March 2016,

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

(c) In case of the Cash Flow Statement, for the year ended on that date.

Emphasis of Matters

Our opinion is not modified in respect of these matters.

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 statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

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

c) The Balance Sheet, the 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 aforesaid 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) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors as on 31 March 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

g) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")- is enclosed as annexure to this report.

h) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i) The Company does not have any litigations which would impact its financial position.

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

iii) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF NEIL INDUSTRIES LIMITED.

Report on the Internal Financial Controls 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 M/s NEIL INDUSTRIES LIMITED" as of 31.03.2016 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. 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.

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 on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance 168 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 I/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, 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 31^st March 2016

ANNEXURE TO THE AUDITOR''S REPORT

COMPANIES (AUDITOR''S REPORT) ORDER, 2016 for NEIL INDUSTRIES LIMITED

On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that:

(i) In respect of fixed assets & immovable properties:

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the company.

(ii) In respect of Inventory:

(a) The physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) The company has not granted any loans, secured or unsecured to companies, firms, LLPs, or other parties covered in the register maintained under section 189 of the Companies Act,

(iv) In respect of loans, investments guarantees and security, the provisions of section 185 and 186 of the Companies Act, 2013 have been complied with..

(v) The company has not accepted deposits, during the relevant year.

(vi) The maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act is not required by the company.

(vii) In respect of Statutory Dues:

(a) The Company is regular in depositing undisputed statutory dues including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues to the appropriate authorities.

(b) No dues of Income-tax or sales tax or Wealth Tax or service tax or Duty of Custom or duty of Excise Duty or Value added Tax not been deposited on account of any dispute, since there is no dispute pending with the Department.

(viii) The company has not defaulted in repayment of Loans & Borrowings to a financial institution. Bank, government or dues to debenture holders

(ix) No money has been raised by the way of initial public offer or further public offer (including debt instruments) and term loans during the year.

(x) No fraud by the company or any fraud on the company by its officers/employees has been noticed or reported during the year.

(xi) The managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act, 2013.

(xii) The provisions regarding the Nidhi company is not applicable to the reporting company.

(xiii) The transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the financial Statements etc. as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review.

(xv) The company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) The company is already registered under Section 45-IA of the Reserve Bank of India Act, 1934 and the certificate of registration has already been granted by the Reserve Bank of India on 14.09.2001. The Registration No. is B - 05.04372

For RANJIT JAIN &CO.

Chartered Accountants

FRN : 322505E

CA ALOK IAIN

Memb No. 062283

Date : 30.05.2016 Place : Kolkata

---

Mar 31, 2015

We have audited the accompanying financial statements of NEIL INDUSTRIES LIMITED ("the company"), which comprise the Balance Sheet as at 31stMarch 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; ma king judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have ta ken 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the ris ks of material misstatement of the financial statements, whether due to fraud or error. In ma king those ris k assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

c) Inthe 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, 2015 ("the Order") issuedby the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order to the extent applicable.

2. As required by section 143 (3) of the Act, we report that:

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

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

c) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the boo ks of account;

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

e) On the basis of written representations received from the directors as on 31stMarch, 2015, ta ken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act;

f) In our opinion, the company has adequate internal financial controls system in place and the operating effectiveness of such controls;

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

i) The Company does not have any pending litigations which would impact its financial position.

ii) The company did not have any such long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii) There were no amounts which required to be transferred to the Investor Education and Protection Fund by the Company.

The annexure referred to in Paragraph 1 of our Report of even date to the members of NEIL INDUSTRIES LIMITED on the accounts of the company for the year ended 31st March, 2015.

On the basis of such chec ks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) These fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the boo ks of account;

(c) During the period, the company has not disposed off any asset to affect the going concern of the company.

(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management;

(b) The procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business;

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification and the same have been properly dealt with in the boo ks of account.

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other partiescovered in the register maintained under section 189 of the Companies Act. Consequently, the provision of clauses (iii)a and (iii)b of the order are not applicable to the company.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the natureof its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed there is a continuing failure to correct major wea knesses in internal control system.

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

(vi) The company is not engaged in production, processing, manufacturing or mining activities. Hence, the requirements of maintenance of cost records, as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 not applicable for the year under review.

(vii) (a) According to the information and explanations given to us, the company regular 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, cess and any other statutory dues with the appropriate authorities;

(b) According to the information and explanations given to us, there were no disputed dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess;

(c) The Company is not required to transfer any amount to investor education and protection fund in accordancewith the relevant provisions of the Companies Act, 1956 (1 of 1956).

(viii) There are no accumulated losses of the company at the end of the financial year and has not incurred any cash loss neither in the financial year nor in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has nodues to a financial institution or bank or debentureholders.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans ta ken by others from ban k or financialinstitutions, the terms and conditions whereof are not prejudicial to the interest of the company.

(xi) According to the records of the company, the company has not obtained any term loan and, hence, the requirement of our commenting on the application thereof by the company is not applicable for the year under review.

(xii) According to the information and explanations given to us,no fraud on or by the company has been noticed or reported during the year.

FOR R. K. PATODI & CO., CHARTERED ACCOUNTANTS FRN: 305091E

(S. Patodi) Place: Kol kata PARTNER Date: 30.05.2015 MEM. NO. 059144

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Mar 31, 2014

We have audited the accompanying financial statements of Neil Industries Limited (''the Company'') which comprise the balance sheet as at 31 March 2014, the statement of profit and loss for the period 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 and financial performance of the Company in accordance with the 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 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2014;

(ii) in the case of the Profit and Loss Account, of the profit for the period ending on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order has been attached herewith.

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

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

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

c. the Balance Sheet, Statement of Profit and Loss 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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.

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

b) The assets have been physically verified by the management during the period. No material discrepancies were noticed on such verification.

c) During the period, the company has not disposed off any asset to effect the going concern of the company.

(ii) a) Physical verification of inventory has been done by the management at regular intervals.

b) The procedure followed by the management in ensuring control over inventory is reasonable and adequate in relation to the size of the company and its nature of business.

c) Proper records of inventory have been maintained by the company and no material discrepancies on physical verification were found.

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

(v) According to the information and explanation given to us, we are of the opinion that the company had no contracts or arrangements during the period that is to be entered into the register required to be maintained under section 301 of the Companies Act 1956.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government u/s.209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us, the company regularly deposits undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities .

(b) According to the information and explanations given to us, there were no disputed dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess.

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

(xi) In our opinion and according to the information and explanations given to us, the company has no dues to a financial institution, bank or debenture holders.

(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, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) The Company is trading in shares, securities, debentures and other investment for which proper record have been maintained of the transactions and contract and also timely entries have been made therein as such shares ,debentures and other investment have been held byn 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) In our opinion, the term loans raised by the company during the year has been applied for the purpose for which it was raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital basis..

(xviii) The company did not make any preferential allotment of shares during the period.

(xix) The company did not issue any debentures during the year.

(xx) The company has not raised any money by public issue during the period under review.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For, R. K. Patodi & Co. Chartered Accountants FRN 305091E

Place: Kolkata Sd/- Date 29.05.2014 S Patodi (Partner) Membership No. 059144

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Mar 31, 2013

1. We have audited the attached Balance Sheet of NEIL INDUSTRIES LIMITED, as at 31st March, 2013. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the finacial statements are free of materila 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 finacial 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, issued by Department of Companies Affairs, in terms of section 227(4A) of the Companies Act, 1956, we enclosed in the Annexure-A, a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments above, we report that:-

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

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

c) The Balance Sheet dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Statement & 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 written representations received from the Directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2013 from the being appointed as a director in terms of clause (g) of sub-section (1) of the 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 with Notes give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2013;

(ii) In the case of the Profit and Loss Statement, of the profit for the period ending on that date.

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

Annexure "A" referred to In our Auditor''s Report of even date.

(i) "a) The company has maintained proper records showing full particulars including details and situation of fixed assets.

b) The assets have been physically verified by the management during the period. No material discrepancies were noticed on such verification.

c) During the period, the company has not disposed off any asset to effect the going concern of the company."

(ii) "a) Physical verification of inventory has neen done by the management at regular intervals.

b) The prodedure followed by the management in ensuring control over inventory is reasonable and adequate in relation to the size of the company and its nature of business.

c) Proper records of inventory have been maintained by the company and no material discrepancies on physical verification were found."

(iii) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing fialure to correct major weakness in internal controls system.

(iv) "According to the information and explanation given to us, we are of the opinion that the company had no contracts or arrangements during the period that is to be entered into the register required to be maintained under section 301 of the Companies Act 1956."

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public.

(vi) In our opinion the company has an adequate internal audit system that commensurate with the size and nature of its business.

(vii) Maintenance of cost records has not been prescribed by the Central Government u/s. 209 (1) (d) of the Companies Act, 1956.

(viii) "(a) According to the information and explanations given to us, the company regularly deposits undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, there were no disputed dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess."

(ix) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the company has no dues to a financial institution, bank or debenture holders.

(xi) 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, debentures and other securities.

(xii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiii) The Company is trading in shares, securities, debentures and other investment for which proper record have been maintained of the transactions and contract and also timely entries have been made therein as such shares, debentures and other investment have been held by the company in its own name.

(xiv) 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.

(xv) In our opinion, the term loans raised by the company during the year has been applied for the purpose for which it was raised.

(xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital basis.

(xvii) The company did not make any preferential allotment of shares during the period.

(xviii) The company did not issue any debentures during the year.

(xix) The company has not raised any money by public issue during the period under review.

(xx) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For, R. K. Patodi & Co. Chartered Accountants FRN 305091E

sd/- Place : Kolkata S Patodi (Partner) Date : 30 May 2013 Membership No. 059144

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of NEIL INDUSTRIES LIMITED, as at 31st March, 2012. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the finacial statements are free of materila 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 finacial 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, issued by Department of Companies Affairs, in terms of section 227(4A) of the Companies Act, 1956, we enclosed in the Annexure-A, a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments above, we report that:-

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

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

c) The Balance Sheet dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Statement & 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 written representations received from the Directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2013 from the being appointed as a director in terms of clause (g) of sub-section (1) of the 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 with Notes give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

(ii) In the case of the Profit and Loss Statement, of the profit for the period ending on that date.

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

Annexure "A" referred to in our Auditor''s Report of even date.

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

(b) The assets have been physically verified by the management during the period. No material discrepancies were noticed on such verification.

(c) During the period, the company has not disposed off any asset to effect the going concern of the company.

(ii) (a) Physical verification of inventory has been done by the management at regular intervals.

(b) The procedure followed by the management in ensuring control over inventory is reasonable and adequate in relation to the size of the company and its nature of business.

(c) Proper records of inventory have been maintained by the company and no material discrepancies on physical verification were found.

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

(v) According to the information and explanation given to us, we are of the opinion that the company had no contracts or arrangements during the period that is to be entered into the register required to be maintained under section 301 of the Companies Act 1956.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public.

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

(viii) Maintenance of cost records has not been prescribed by the Central Government u/s 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us, the company regularly deposits undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, there were no disputed dues of sales tax income tax, custom duty, wealth tax, service tax, excise duty and cess.

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

(xi) In our opinion and according to the information and explanations given to us, the company has no dues to a financial institution, bank or debenture holders.

(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, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) The Company is trading in shares, debentures and other investment for which proper record have been maintained of the transactions and contract and also timely entries have been made therein as such shares, debentures and other investment 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 financial institutions.

(xvi) In our opinion, the term loans raised by the company during the year has been applied for the purpose for which it was raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital basis.

(xviii) The company did not make any preferential allotment of shares during the period.

(xix) The company did not issue any debentures during the year.

(xx) The company has not raised any money by public issue during the period under review.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For, R. K. Patodi & Co. Chartered Accountants FRN 305091E

sd/- Place : Kolkata S Patodi (Partner) Date : 31.05.2012 Membership No. 059144