A Oneindia Venture

Auditor Report of Skipper Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of
Skipper Limited ("the Company"), which
comprises the balance sheet as at March 31 2025, the
statement of profit and loss, (including the statement of other
comprehensive income), the statement of cash flows and the
statement of changes in equity for the year then ended, and
notes to the standalone financial statements, including a
summary of material accounting policies and other explanatory
information (hereinafter referred to as "the standalone financial
statements").

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31, 2025.
These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.

Descriptions of Key Audit Matter

How we addressed the matter in our audit

1. Accuracy and completeness of revenue recognized.

The Company reported revenue of Rs. 46,244.80 million from
sale of tower, pole, polymers product and EPC contract and
related activities. The application of revenue recognition
accounting standards is complex and involves a number of
key judgments and estimates. In EPC contract, revenue is

We addressed the Key Audit Matter as follows:

1. As part of our audit, we understood the Company''s policies
and processes, control mechanisms and methods in relation
to the revenue recognition and evaluated the design and
operating effectiveness of the financial controls from the
above through our test of control procedures.

accounted for under the percentage completion method
which also requires significant judgments and estimates in
particular with respect to estimation of the cost to complete.

2.

Assessed the Company''s revenue recognition accounting
policies in line with Ind AS 115 ("Revenue from Contracts with
Customers") and tested thereof.

Due to the estimates, judgment and complexity involved
in the application of the revenue recognition accounting
standards, we have considered this matter as a key audit

3.

Review the Company''s judgment in determining whether the
performance obligation is satisfied at a point in time or over a
period of time.

matter. The Company''s accounting policies relating to revenue
recognition are presented in note 30 to the standalone
financial statements.

4.

Tested sample of sales transactions for compliance with the
Company''s accounting principles to assess the completeness
and accuracy of revenue recorded.

Descriptions of Key Audit Matter

How we addressed the matter in our audit

5.

We evaluated the management''s process to recognize
revenue over a period of time, total cost estimates, status
of the projects and re-calculated the arithmetic accuracy of
the same.

6.

Evaluated management assessment of the impact on
revenue recognition.

7.

We examined contracts with exceptions including contracts
with low or negative margins, etc. to determine the level
of provisioning.

8.

Our tests of detail focused on transactions occurring within
proximity of the year end and obtaining evidence to support
the appropriate timing of revenue recognition, based on
terms and conditions set out in sales contracts and delivery
documents. We considered the appropriateness and accuracy
of any cut-off adjustments.

9.

Performed analytical procedures over revenue and
receivables. Compared revenue with historical trends and
where appropriate, conducted further enquiries and testing.

1 0.

Traced disclosure information to accounting records and
other supporting documentation.

11.

Assessed disclosures in financial statements in respect of
revenue, as specified in Ind AS 115.

Our Conclusion:

Based on the audit procedures performed we did not identify any
material exceptions in the revenue recognition.

2. Valuation of Inventories.

We addressed the Key Audit Matter as follows:

Refer to note 6 to the standalone financial statements, the

We

have obtained assurance over the appropriateness of the

Company is having the Inventory of Rs. 11,974.06 million as

management''s assumptions applied in calculating the value of

on March 31, 2025. As described in the accounting policies

the inventories and related provisions and management assertion

in note 6 to the standalone financial statements, inventories

regarding existence and ownership by:

are carried at the lower of cost and net realisable value. As
a result, the management applies judgment in determining
the appropriate provisions for obsolete stock based upon a
detailed analysis of old inventory, net realisable value below
cost based upon future plans for sale of inventory.

1.

2.

Completing a walkthrough of the inventory valuation process
and assessed the design and implementation of the key
controls addressing the risk.

Verifying the effectiveness of key inventory controls operating
over inventories;

3.

Reviewing the physical verification documents related to
inventories conducted during the year.

4.

Verifying for a sample of individual products that costs have
been correctly recorded.

5.

Comparing the net realisable value to the cost price
of inventories to check for completeness of the
associated provision.

6.

Reviewing the historical accuracy of inventory write- offs
during the year.

Our

Conclusion:

Based on the audit procedures performed we did not identify any
material exceptions in the Inventory valuation and existence.

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

The Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the annual report, but
does not include the standalone financial statements and our
auditor''s report thereon. The annual report is expected to be
made available to us after the date of this auditor''s report. Our
opinion on the financial statements does not cover the other
information and we will not express any form of assurance
conclusion thereon. In connection with our audit of the financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. When we
read the annual report, if we conclude that there is a material
misstatement therein, we are required to communicate the
matter to those charged with governance. We have nothing to
report in this regard.

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 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 the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. 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 the 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.

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

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

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

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

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

¦ Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3X0 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 management.

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

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

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.

Other Matter

The audit of the standalone financial statements for the year ended
March 31,2024 was carried out and reported on by predecessor
auditor, who have expressed their unmodified opinion vide their
audit report dated 02 May, 2024.

Our report on the standalone financial statements is not modified
in respect of the above matter.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020
("the Order") issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give
in the "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order.

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

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

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books except
for the matters stated in the paragraph 2(i)(vi) below on
reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;

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

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

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

(f) The modifications relating to the maintenance of
accounts and other matters connected therewith are as
stated in the paragraph 2(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 2(i)(vi) below
on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014.

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial statement
of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure B".

(h) 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 according to the explanations
given to us, the managerial remuneration for the year
ended March 31, 2025 has been paid / provided by
the Company to its directors in accordance with the
provisions of section 197 read with Schedule V to the
Act; and

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

I. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements- Refer Note 41 to the
standalone financial statements;

II. Provision has been made in the standalone financial
statements, as required under the applicable Law
or Accounting Standards, for material foreseeable
losses, if any, on long-term contracts including
derivative contracts as at March 31, 2025 -
Refer Note 25 & 52 to the standalone financial
statements in respect of such items as it relates to
the company.

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

IV. (a) The management has represented that, to the

best of its knowledge and belief, as disclosed
in the notes to the accounts, 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 person or entity,
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 (refer note 63 to the
standalone financial statements);

(b) The management has represented, that, to the
best of its knowledge and belief, as disclosed
in the notes to the accounts, no funds have
been received by the company from any
person or entity, 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 (refer note 63 to the standalone
financial statements); and

(c) Based on such audit procedures that we
considered reasonable and appropriate in
the circumstances, nothing has come to our
attention that causes us to believe that the
representations under sub-clause (i) and (ii)
of Rule 11(e) as provided under paragraph 2(i)
(iv)(a) & (b) above, contain any material mis¬
statement.

V. The dividend declared or paid during the year by
the Company is in compliance with section 123 of
the Companies Act, 2013.

VI. Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended March 31,2025 which has
a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software
except that no audit trail was enabled at the
database level for accounting software to log any
direct data changes.

Further, during the course of our audit we did not
come across any instance of the audit trail feature
being tampered with, in respect of accounting
software for the period for which the audit trail
feature was enabled and operating and the audit
trail has been preserved by the company as per
the statutory requirements for record retention
except at the database level as audit trail feature is
not enabled.

For J K V S & CO
Chartered Accountants

Firm Registration No. 318086E

Ajay Kumar

Partner

Place: Kolkata Membership No. 068756

Dated: April 30, 2025 UDIN:25068756BMNQTL7389


Mar 31, 2024

We have audited the accompanying standalone financial statements of Skipper Limited (“the Company”), which comprise the balance sheet as at March 31 2024, the statement of profit and loss, (including the statement of other comprehensive income), the statement of cash flow and the statement of changes in equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of the 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 there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

Descriptions of Key Audit Matter

How we addressed the matter in our audit

1. Accuracy and completeness of revenue recognized.

We addressed the Key Audit Matter as follows:-

The Company reported revenue of H 32,820.43 million from sale of tower, pole, polymers product and EPC contract and related activities. The application of revenue recognition accounting standards is complex and involves a number of key judgments and estimates. In EPC contract, revenue is accounted for

1.

As part of our audit, we understood the Company''s policies and processes, control mechanisms and methods in relation to the revenue recognition and evaluated the design and operating effectiveness of the financial controls from the above through our test of control procedures.

under the percentage completion method which also requires significant judgments and estimates in particular with respect to estimation of the cost to complete.

2.

Assessed the Company''s revenue recognition accounting policies in line with Ind AS 115 (“Revenue from Contracts with Customers”) and tested thereof.

Due to the estimates, judgment and complexity involved in the application of the revenue recognition accounting standards, we have considered this matter as a key audit matter. The

3.

Review the company''s judgment in determining whether the performance obligation is satisfied at a point in time or over a period of time.

Company''s accounting policies relating to revenue recognition are presented in note 30 to the standalone financial statements.

4.

Tested a sample of sales transactions for compliance with the Company''s accounting principles to assess the completeness and accuracy of revenue recorded.

Descriptions of Key Audit Matter

How we addressed the matter in our audit

5.

We evaluated the management''s process to recognize revenue over a period of time, total cost estimates, status of the projects and re-calculated the arithmetic accuracy of the same.

6.

Evaluated management assessment of the impact on revenue recognition.

7.

We examined contracts with exceptions including contracts with low or negative margins, etc. to determine the level of provisioning.

8.

Our tests of detail focused on transactions occurring within proximity of the year end and obtaining evidence to support the appropriate timing of revenue recognition, based on terms and conditions set out in sales contracts and delivery documents. We considered the appropriateness and accuracy of any cut-off adjustments.

9.

Performed analytical procedures over revenue and receivables. Compared revenue with historical trends and where appropriate, conducted further enquiries and testing.

10. Traced disclosure information to accounting records and

other supporting documentation.

11.

Assessed disclosures in financial statements in respect of revenue, as specified in Ind AS 115.

Our Conclusion:

Based on the audit procedures performed we did not identify any material exceptions in the revenue recognition.

2. Valuation of Inventories.

We addressed the Key Audit Matter as follows :-

Refer to note 6 to the standalone financial statements, the

We

have obtained assurance over the appropriateness of the

Company is having the Inventory of H 12,031.45 million as

management''s assumptions applied in calculating the value of

on March 31, 2024. As described in the accounting policies

the inventories and related provisions and management assertion

in note 6 to the standalone financial statements, inventories

regarding existence and ownership by:-

are carried at the lower of cost and net realisable value. As

1.

Completed a walkthrough of the inventory valuation process

a result, the management applies judgment in determining the appropriate provisions for obsolete stock based upon a detailed analysis of old inventory, net realisable value below

2.

and assessed the design and implementation of the key controls addressing the risk.

cost based upon future plans for sale of inventory.

Verifying the effectiveness of key inventory controls operating over inventories;

3.

Reviewing the physical verification documents related to inventories conducted during the year.

4.

Verifying for a sample of individual products that costs have been correctly recorded.

5.

Comparing the net realisable value to the cost price of inventories to check for completeness of the associated provision.

6.

Reviewing the historical accuracy of inventory write-offs during the year.

Our Conclusion:

Based on the audit procedures performed we did not identify any material exceptions in the Inventory valuation and existence.

Information Other than the Standalone financial statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the annual report, but does not include the standalone financial statements and our auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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 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 the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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 charged with governance are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the audit of the standalone financial statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the 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 management.

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

our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

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

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

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

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(h) 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, the managerial remuneration for the year ended March 31, 2024 has been paid / provided by the Company

to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; and

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the

explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements— Refer Note 41 to the standalone financial statements;

II. Provision has been made in the standalone financial statements, as required under the applicable Law or Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts as at March 31, 2024 — Refer Notes 25 & 52 to the standalone financial statements in respect such items as it relates to the company.

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

accounts, 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 person or entity, 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 (refer note — 63 to the standalone financial statements);

(b) The management has represented, that, to the best of it''s knowledge and belief, as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, 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 (refer note — 63 to the standalone financial statements); and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

V. The dividend declared or paid during the year by the Company is in compliance with section 123 of the Companies Act, 2013.

VI. Based on our examination which included test checks, the Company has used SAP and Lighthouse software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility except that audit trail was not enabled at the database level for SAP software to log any direct data changes. For SAP (at application layer only) and Lighthouse software for which audit trail feature is enabled, the audit trail facility has been operating throughout the year for all relevant transactions recorded in the software and we did not come across any instances of audit trail feature being tampered with during the course of our audit. (Refer Note 70 to the standalone financial statements)

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

For Singhi & Co.

Chartered Accountants Firm Registration No.302049E

(Rahul Bothra)

Partner

Place: Kolkata Membership No. 067330

Date: May 2, 2024 UDIN: 24067330BKFYPW8776


Mar 31, 2023

Skipper Limited

Independent Auditor''s Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial statements of Skipper Limited. ("the Company"), which comprise the balance sheet as at March 31 2023, the statement of profit and loss, (including the statement of other comprehensive income), the cash flow statement and the statement of changes in equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of the 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 there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

Descriptions of Key Audit Matter

How we addressed the matter in our audit

1. Accuracy and completeness of revenue recognised.

We addressed the Key Audit Matter as follows:-

The Company reported revenue of B 19,803 million from sale oftower,

1.

As part of our audit, we understood the Company''s policies and processes,

pole, polymers product and EPC contract and related activities. The

control mechanisms and methods in relation to the revenue recognition

application of revenue recognition accounting standards is complex

and evaluated the design and operating effectiveness of the financial

and involves a number of key judgments and estimates. In EPC

controls from the above through our test of control procedures.

contract, revenue is accounted for under the percentage completion

2.

Assessed the Company''s revenue recognition accounting policies in line

method which also requires significant judgments and estimates in

with Ind AS 115 ("Revenue from Contracts with Customers") and tested

particular with respect to estimation of the cost to complete.

thereof.

Due to the estimates, judgment and complexity involved in the

3.

Review the company''s judgment in determining whether the performance

application of the revenue recognition accounting standards, we

obligation is satisfied at a point in time or over a period of time.

have considered this matter as a key audit matter. The Company''s

4.

Tested a sample of sales transactions for compliance with the Company''s

accounting policies relating to revenue recognition are presented in

accounting principles to assess the completeness and accuracy of revenue

note 1.10 to the financial statements.

recorded.

5.

We evaluated the management''s process to recognise revenue over a period of time, total cost estimates, status of the projects and re-calculated the arithmetic accuracy of the same.

6.

Evaluated management assessment of the impact on revenue recognition.

7.

We examined contracts with exceptions including contracts with low or negative margins, loss making contracts, etc. to determine the level of provisioning.

8.

Our tests of detail focused on transactions occurring within proximity of the year end and obtaining evidence to support the appropriate timing of revenue recognition, based on terms and conditions set out in sales contracts and delivery documents. We considered the appropriateness and accuracy of any cut-off adjustments.

Descriptions of Key Audit Matter

How we addressed the matter in our audit

9.

Performed analytical procedures over revenue and receivables. Compared revenue with historical trends and where appropriate, conducted further enquiries and testing.

10.

Traced disclosure information to accounting records and other supporting documentation.

11.

Assessed disclosures in financial statements in respect of revenue, as specified in Ind AS 115.

Our Conclusion:

Based on the audit procedures performed we did not identify any material exceptions in the revenue recognition.

2. Valuation of Inventories.

We addressed the Key Audit Matter as follows

Refer to note 6 to the standalone financial statements. The

We have obtained assurance over the appropriateness of the management''s

Company is having the Inventory of B 9,132.01 million as on

assumptions applied in calculating the value of the inventories and related

31st March 2023. As described in the accounting policies in note 1.2

provisions and management assertion regarding existence and ownership by:-

to the standalone financial statements, inventories are carried at the lower of cost and net realisable value. As a result, the management applies judgment in determining the appropriate provisions for

1.

Completed a walkthrough of the inventory valuation process and assessed the design and implementation of the key controls addressing the risk.

obsolete stock based upon a detailed analysis of old inventory,

2.

Verifying the effectiveness of key inventory controls operating over

net realisable value below cost based upon future plans for sale of

inventories;

inventory.

3.

Reviewing the physical verification documents related to inventories conducted during the year.

4.

Verifying for a sample of individual products that costs have been correctly recorded.

5.

Comparing the net realisable value to the cost price of inventories to check for completeness of the associated provision.

6.

Reviewing the historical accuracy of inventory provisioning and the level of inventory write-offs during the year.

7.

Recomputing provisions recorded to verify that they are in line with the Company policy.

Our Conclusion:

Based on the audit procedures performed we did not identify any material exceptions in the Inventory valuation and existence.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the annual report, but does not include the standalone financial statements and our auditor''s report thereon.

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

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 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 the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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 charged with governance are also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the 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 management.

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) I n 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 the statement of 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time;

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

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statement 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, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; and

(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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its Standalone financial statements-Refer Note 39 to the standalone financial statements;

II. Provision has been made in the standalone financial statements, as required under the applicable Law or Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts as at March 31,2023 - Refer Notes 24 & 50 to the standalone financial statements in respect such items as it relates to the company.

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

accounts, 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 person or entity, 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 (refer note - 61 to the financial statements);

(b) The management has represented, that, to the best of it''s knowledge and belief, as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, 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 (refer note - 61 to the financial statements); and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

V. The dividend declared or paid during the year by the Company is in compliance with section 123 of the Companies Act, 2013.

VI. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

For Singhi & Co.

Chartered Accountants Firm Registration No.302049E (Rahul Bothra)

Partner

Place: Kolkata Membership No. 067330

Date: May 15, 2023 UDIN: 23067330BGTOYJ3171


Mar 31, 2018

REPORT ON THE STANDALONE Ind AS FINANCIAL STATEMENTS

1. We have audited the accompanying standalone Ind AS financial statements of SKIPPER LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE Ind AS FINANCIAL STATEMENTS

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

In conducting 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative announcements issued by Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

4. 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.

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

OPINION

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

OTHER MATTER

7. The corresponding financial information of the Company as at and for the year ended 31 March, 2017 and the transition date opening balance sheet as at 1st April, 2016 included in these Ind AS financial statements, are based on the previously issued financial statements for the years ended 31st March, 2017 and 31st March, 2016, prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion vide our audit report dated 15th May, 2017 and 18th May, 2016 respectively which is also explained in Note no. 49 to the attached financial statements. These financial statements have been adjusted for differences in accounting principles to comply with Ind AS and such adjustments on transition to Ind AS which has been approved by the Company''s Board of Directors have been audited by us.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

9. As required by Section 143(3) of the Act, based on our audit, 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 Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

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 with reference to financial statements of the Company and the operating effectiveness of such controls refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to financial statements of the Company.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements as stated in note 34 to the financial statement.

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

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

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8th November 2016 to 30th December 2016 have not been made since they do not pertain to the financial year ended 31st March 2018.

(Referred to in paragraph 8 with the heading ''Report on Other Legal and Regulatory Requirements'' section of our report of even date in respect to statutory audit of Skipper Limited for the year ended 31st March 2018) We report that:

i. In respect of its fixed assets:

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

b) As per the information and explanations given to us, physical verification of fixed assets have been carried out in terms of the phased program of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to size of the Company and nature of its business.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. As per the information and explanations given to us, the inventories have been physically verified at reasonable intervals during the year by the management and no material discrepancies between book stock and physical stock have been found.

iii. The Company has not granted any loan to parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, paragraph 3(iii) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has not given any loan, not made any investment and have not provided any guarantee in respect of which section 185 and 186 of the Companies Act, 2013 are applicable. Accordingly, the paragraph 3(iv) of the Order is not applicable.

v. According to information and explanations given to us, the Company has not accepted any deposits from public during the year.

vi. We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie, the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, the Company is regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee''s state insurance, income tax, sales tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31st March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues of sales tax, duty of excise, service tax and value added tax which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March, 2018 are as under :-

Name of the statute

Nature of dues

Amount '' in million

Year

Forum where dispute is pending

West Bengal Sales Tax Act, 1994

West Bengal Sales Tax

24.37

2005-06 & 2006-07

West Bengal Com. Taxes Appellate & Revisional Board

West Bengal Value Added Tax

West Bengal Value Added

50.19

2009-10

Additional Commissioner of Commercial Taxes, Kolkata

Act, 2003

Tax

90.16

2013-14 & 2014-15

West Bengal Com. Taxes Appellate & Revisional Board

Central Sales Tax Act, 1956

Central Sales Tax

14.71

2005-06, 2006-07, 2013-14

West Bengal Com. Taxes Appellate & Revisional Board

0.98

2006-07

Joint Commissioner of Commercial Taxes, Kolkata

The Central Excise Act, 1944

Duty of Excise

24.24

2005-06, 2007-08 2008-09, 2010-11, 2012-13, 2014-15, 2015-16, 2017-18

Commissioner (Appeals) Central Excise, Kolkata

49.36

2009-10, 2010-11, 2011-12 & 2012-13

Customs, Excise & Service Tax Appellate Tribunal, Kolkata

Service Tax under Finance Act, 1994

Service Tax

33.52

2005-06, 2007-08, 2009-10, 2010-11, 2011-12, & 2012-13

Customs, Excise & Service Tax Appellate Tribunal, Kolkata

viii. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or Government or Debenture holders.

ix. The company did not raise any money by way of initial public offer or further public offer including debt instruments during the year. However the Company has raised Term Loan during the year and has applied the same for the purpose for which term loans are raised.

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

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the 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.

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

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

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 SKIPPER LIMITED (“the Company") as of 31st March 2018 in conjunction with our audit of the 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 issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the 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 (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

For Singhi & Co.,

Chartered Accountants

Firm''s Registration No. 302049E

(Pradeep Kumar Singhi)

Place: Kolkata Partner

Date : 17th day of May, 2018 Membership No. 50773


Mar 31, 2017

TO THE MEMBERS OF SKIPPER LIMITED REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of SKIPPER LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2017, 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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

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

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

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017 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, 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'' a statement on the matters specified in the paragraph 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 and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

e. on the basis of the written representations received from the directors as on 31st March 2017 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 ''B''; and

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

i. the Company has disclosed the impact of pending litigation on its financial position in its financial statement. Refer Note 24 to the financial statements;

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

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

iv. the Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period 8th November''16 to 30th December''16. Based on audit procedure performed and the representations provided to us by the management, we report that disclosures are in accordance with the books of accounts maintained by the Company and produced to us by the management. Refer Note 42 to the financial statements.

The Annexure referred to in our Independent Auditor''s Report to the members of the Company on the standalone financial statements for the year ended 31 March 2017, we report that:

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

(b) As per the information and explanations given to us, physical verification of fixed assets have been carried out in terms of the phased program of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to size of the Company and nature of its business.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. As per the information and explanations given to us, the inventories have been physically verified at reasonable intervals during the year by the management and no material discrepancies between book stock and physical stock have been found.

iii. The Company has not granted any loan to parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, paragraph 3(iii) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has not given any loan, not made any investment and have not provided any guarantee. Accordingly the paragraph 3(iv) of the Order is not applicable.

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

vi. We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie, the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues of sales tax, income tax, duty of customs, duty of excise, service tax and value added tax which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March, 2017 are as under

Name of the statute

Nature of dues

Amount '' in million

Year

Forum where dispute is pending

West Bengal Sales Tax Act, 1994

West Bengal Sales Tax

24.37

2005-06 & 2006-07

West Bengal Com. Taxes Appellate & Provisional Board

West Bengal Value Added Tax

West Bengal Value Added

50.19

2009-10

Additional Commissioner of Commercial Taxes, Kolkata

Act,2003

Tax

2.04

2012-13

Joint Commissioner of Commercial Taxes, Kolkata

0.58

2011-12

West Bengal Com. Taxes Appellate & Provisional Board

Central Sales Tax Act, 1956

Central Sales Tax

14.50

2005-06 & 2006-07

West Bengal Com. Taxes Appellate & Revision Board

35.90

2006-07, 2011-12 & 2012-13

Joint Commissioner of Commercial Taxes, Kolkata

Name of the statute

Nature of dues

Amount '' in million

Year

Forum where dispute is pending

3.25

2011-12

West Bengal Com. Taxes Appellate & Revisional Board

The Central Excise Act, 1944

Duty of Excise

1.23

2005-06, 2007-08 & 2010-11

Commissioner Appeals (Central Excise), Kolkata

1.24

2007-08 & 2008-09

Commissioner (Appeal I) -Central Excise Kolkata

17.52

2009-10, 2010-11, 2011-12 & 2012-13

Customs, Excise & Service Tax Appellate Tribunal, Kolkata

Service Tax under Finance Act, 1994

Service Tax

17.06

2005-06, 2007-08, 2009-10, 2010-11, 2011-12, & 2012-13

Customs, Excise & Service Tax Appellate Tribunal, Kolkata

0.13

2007-08, 2009-10 & 2010-11

Commissioner (Appeals), Service Tax, Kolkata

viii. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or Government or Debenture holders.

ix. The company did not raise any money by way of initial public offer or further public offer including debt instruments during the year. However the Company has raised Term Loan during the year and has applied the same for the purpose for which term loans are raised.

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

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

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

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

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

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

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 SKIPPER LIMITED ("the Company") as of 31st March 2017 in conjunction with our audit of the 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 issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the 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 (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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, 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 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Singhi &Co.

Chartered Accountants

Firm''s Registration No. 302049E

(Pradeep Kumar Singhi)

Place: Kolkata Partner

Date : 15th day of May, 2017 Membership No. 50773


Mar 31, 2016

We have audited the accompanying financial statements of SKIPPER 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 then 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 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, 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

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

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

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March
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'' a statement on the matters specified in the paragraph
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 and the cash fow 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 2016 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''; and

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

i. the Company has disclosed the impact of pending litigation on its financial position in its financial statement. Refer Note
24 to the financial statements;

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

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.


The Annexure referred to in our Independent Auditor''s Report to the members of the Company on the standalone financial statements
for the year ended 31st March 2016, we report that:

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

(b) As per the information and explanations given to us, physical verification of fixed assets have been carried out in terms of
the phased program of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification is reasonable having regard to size of the Company and nature of its
business.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the title deeds of immovable properties are held in the name of the Company.

ii. As per the information and explanations given to us, the inventories have been physically verified at reasonable intervals
during the year by the management and no material discrepancies between book stock and physical stock have been found.

iii. The Company has not granted any loan to parties covered in the register maintained under section 189 of the Companies Act,
2013. Accordingly, paragraph 3(iii) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has not given any loan, not made
any investment and have not provided any guarantee. Accordingly the paragraph 3(iv) of the Order is not applicable.

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

vi. We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made
by the Central Government of India the maintenance of cost records has been prescribed under section 148 (1) of the Companies
Act, 2013 and are of the opinion that, prima facie, the prescribed records have been maintained. We have not, however, made a
detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, employee''s state
insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other
statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, employees'' state insurance income tax, sales tax, service tax, duty of customs, duty of
excise, value added tax, cess and other material statutory dues were in arrears as at 31st March 2016 for a period of more than
six months from the date they became payable.

(b) According to the information and explanation given to us, the dues of sales tax, income tax, duty of customs, duty of excise,
service tax and value added tax which have not been deposited on account of any dispute and the forum where the dispute is
pending as on 31st March, 2016 are as under :-

Name of the Nature of dues Amount Year Forum where
dispute
statute (Rs, in
million) is pending

West Bengal
Sales West Bengal 24.37 2005-06 &
2006-07 West Bengal Com.
Taxes

Tax Act,
1994 Sales Tax Appellate &
Provisional Board

West Bengal
Value West Bengal 50.19 2009-10 Additional
Commissioner of

Added
Tax Act, Value Added Commercial
Taxes, Kolkata
2003 Tax

2.63 2011-12
& 2012-13 Joint
Commissioner of
Commercial
Taxes, Kolkata

Central
Sales Tax Central Sales 14.50 2005-06
& 2006-07 West Bengal
Com. Taxes

Act, 1956 Tax Appellate &
Provisional Board

39.15 2006-07,
2011-12 Joint
Commissioner of
& 2012-13 Commercial
Taxes, Kolkata

The Central
Excise Duty of
Excise 1.23 2005-06,
2007-08 Commissioner
Appeals
Act, 1944 & 2010-11 (Central Excise),
Kolkata

1.24 2007-08
& 2008-09 Commissioner
(Appeal I) –
Central Excise
Kolkata

17.52 2009-10,
2010-11, Customs,
Excise & Service
2011-12
& 2012-13 Tax Appellate
Tribunal, Kolkata

Service
Tax under Service Tax 0.37 2005-06 Customs, Excise
& Service
Finance
Act, 1994 Tax Appellate
Tribunal,
Kolkata

5.72 2007-08,
2009-10 Commissioner
(Appeals),
& 2010-11 Service Tax,
Kolkata

viii. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or Government or Debenture holders.

ix. The company did not raise any money by way of initial public offer or further public offer including debt instruments during
the year. However the Company has raised Term Loan during the year and has applied the same for the purpose for which term loans
are raised.

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

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V to the Act.

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

xiii. According to the information and explanations given to us and based on our examination of the records of the Company,
transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the 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.

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

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

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 SKIPPER LIMITED ("the Company") as of 31st March 2016
in conjunction with our audit of the 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 issued by the Institute of Chartered
Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the
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 (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10)
of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.

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, 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

For Singhi & Co.

Chartered Accountants

Firm''s Registration No. 302049E

Rajiv Singhi

Place: Kolkata Partner

Date :18th day of May, 2016 Membership No. 053518


Mar 31, 2015

REPORT ON STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of SKIPPER 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 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.

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 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 the disclosures in the financial statements. The procedures selected depends on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal financial control relevant to the company''s preparation of the financial statements that give a true and fair view in order to design audit procedure 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 financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit option 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 for the company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

OTHER MATTERS

The financial statements of the company for the year ended March 31, 2014, were audited by another auditor who expressed an unmodified opinion on those statements on April 30, 2014.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY RE- QUIREMENTS

1. As required by the companies (Auditor''s Report) order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the annexure a statement on the matters specified in 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 statements dealt with by this report are in agreement with the books of accounts;

d) in our opinion, the aforesaid standalone financial statement comply with the applicable 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 representation received from the directors as on 31st march, 2015 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 Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) the company has disclosed the impact of pending litigation on its financial position in its financial statements- Refer Note 24 (a) to the financial statements;

(ii) the company has long term contracts including derivatives contracts as on 31st March 2015 for which there were no materials foreseeable losses; and

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

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Skipper Limited (the Company)

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

(b) As per the information and explanations given to us, physical verifcation of fxed assets has been carried out in terms of the phased program of verifcation of its fxed assets adopted by the Company and no material discrepancies were noticed on such verifcation. In our opinion, the frequency of verifcation is reasonable having regard to size of the Company and nature of its business.

2) (a) The inventories have been physically verifed at reasonable intervals during the year by the management.

(b) In our opinion, the procedure of physical verifcation of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. The discrepancies between the physical stocks and book stock, which are not signifcant, have been properly dealt within the books of accounts.

3) The Company has not granted any loans, secured or unsecured to companies, frms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

4) On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. Further, on the basis of our examination of the records of the Company and according to the information and explanation given to us, we have not observed any continuing failure to correct major weakness in such internal control system.

5) The Company has not accepted any deposit from the public.

6) We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under Section 148 (1) for the Companies Act 2013 and are of the opinion that, prima facie, the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7) (a) According to the information and the explanations given to us and on the basis of our examination of the books of accounts, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the company examined by us, no undisputed statutory dues as above were outstanding as at 31st March, 2015 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given to us, the dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Value Added Tax, Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March, 2015 are as under :-

Name of the Nature of the Dues Amount (Rs. In Statute Millions) Year

West Bengal Sales West Bengal Sales Tax 13.72 2005-06

Tax Act 1994 10.64 2006-07

West Bengal Value West Bengal Value Added 50.18 2009-10

Added Tax Act, 2003 Tax 52.90 2010-11

3.77 2011-12

Central Sales Tax Central Sales Tax 12.17 2005-06

Act 1956 2.33 2006-07

0.98 2006-07

24.60 2010-11

21.74 2011-12

The Central Excise Central Excise 0.19 2005-06

Act, 1944 0.74 2007-08

0.30 2010-11

1.24 2007-08 & 2008-09

Service Tax under Service Tax 0.37 2005-06

Finance Act, 1994

0.05 2007-08

5.60 2007-08



Namr of the Statute Forum where dispute is pending

West Bengal Sales West Bengal Com. Taxes Appellate & Tax Act 1994 Revisional Board

West Bengal Value Added Tax Act, 2003 Additional Commissioner of Commercial Taxes, Kolkata

Joint Commissioner of Commercial Taxes, Kolkata

Central Sales Tax West Bengal Com. Taxes Appellate & Revisional Board

Joint Commissioner of Commercial Taxes, Kolkata

The Central Excise Commissioner Appeals (Central Act, 1994 Excise), Kolkata

Commissioner (Appeals I) - Central Excise Kolkata

Service Tax under Finance Act ,1994 Customs, Excise and Service Tax Appellate Tribunal, Kolkata

Commissioner (Appeals), Service Tax, Kolkata

(c) According to the information and explanations given to us the amounts which were required to be transferred to the Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8) The Company doesn''t 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.

9) The Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders

10) According to the informations and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions during the year ended 31 st March, 2015.

11) According to the information and explanations given to us the Company has applied term loans for the purpose for which they were obtained during the year.

12) During the course of our examination of the books and records of the company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanation given to us no fraud by the company and no material fraud on the company has been noticed or reported during the year

For Singhi & Co.

Chartered Accountants

Firm Regn No.-302049E



Pradeep Kumar Singhi

Partner

Membership No. 50773

Kolkata

Date: 22nd May, 2015


Mar 31, 2013

1. We have audited the accompanying financial statements of SKIPPER LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2013 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 referred to in Section 211(3C) 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.

Auditors'' Responsibility

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

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depend on the auditors judgement, including the assessment of the risk of material mis-statement 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 the 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 I

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 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:

(a) in the case of the Balance Sheet, of the ''State of Affairs''of the Company as at 31st March 2013;

(b) inthecaseoftheStatementof Profitand Loss, of the ''Profit'' for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

(i) 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;

(ii) 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;

(iii) The Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account submitted to us;

(iv) 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 Act;

(v) 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 being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

Annexure to Independent Auditors'' Report

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) According to information and explanations given to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As informed to us, all the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. As explained to us, no material discrepancies were noticed on such verification.

(c) According to information and explanation given to us, the Company has not disposed off a substantial part of its fixed assets and the going concern status of the Company is not affected.

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

(b) 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) The Company is maintaining proper records

of inventory. According to information and explanation given to us, no discrepancies were noticed on verification between the physical inventories and the book records.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(iii)(a) to 4(iii)(d) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(b) The Company had taken loan, unsecured, from Company covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs. 173,033,305 and the year-end balance of loans taken from Company was Rs. 27,161,305. The Company had taken loan from directors. The maximum amount involved during the year wasRs. 360,569,693 and the year-end balance of loans taken from directors was Rs. 325,597,382. The Company had not taken any loan from any other party covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system 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 and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been made and maintained.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except for the following:

Name of the statute Nature of dues Amount Year inRs.

West Bengal Sales Tax Act, 1994 West Bengal Sales Tax 13,723,982 2005-06

Central Sales Tax Act, 1956 Central Sales Tax 12,166,947 2005-06

West Bengal Sales Tax Act, 1994 West Bengal Sales Tax 10,641,206 2006-07

Central Sales Tax Act, 1956 Central Sales Tax 2,335,020 2006-07

Central Sales Tax Act, 1956 Central Sales Tax 977,761 2006-07

Central Sales Tax Act, 1956 Central Sales Tax 4,299,281 2009-10

Income Tax Act, 1961 Income Tax 1,222,718 2005-06

The Central Excise Act, 1944 Central Excise 188,936 2005-06

The Central Excise Act, 1944 Central Excise 743,086 2007-08

The Central Excise Act, 1944 Central Excise 301,231 2010-11

Service Tax under Finance Act, 1994 Service Tax 367,200 2005-06

Service Tax under Finance Act, Service Tax 50,852 2007-08 1994



Name of the Statute Forum where dispute Pending

West Bengal Sales Tax Act, 1994 West Bengal Com. Taxes Appellate & Revisional Board

Central Sales Tax Act, 1956 West Bengal Com. Taxes Appellate & Revisional Board

West Bengal Sales Tax Act, 1994 West Bengal Com. Taxes Appellate & Revisional Board

Central Sales Tax Act, 1956 West Bengal Com. Taxes Appellate & Revisional Board

Central Sales Tax Act, 1956 Joint Commissioner of Commercial Taxes

Central Sales Tax Act, 1956 Joint Commissioner of Commercial Taxes

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

The Central Excise Act, 1944 Commissioner Appeals (Central Excise), Kolkata

The Central Excise Act, 1944 Commissioner Appeals (Central Excise), Kolkata

The Central Excise Act, 1944 Commissioner Appeals (Central Excise), Kolkata

Service Tax under Finance Act, 1994 Customs, Excise& Service Tax Appellate Tribunal, Kolkata

Service Tax under Finance Act, 1994 Commissioner (Appeals), Service Tax

(x) The Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to information and explanation 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. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(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) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) According to information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were 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.

(xviii) According to the information and explanations given to us, the Company has made preferential allotment of shares to a Company covered in the register maintained under section 301 of the Act and complied with the statutory regulations.

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

(xx) According to the information and explanations given to us, the Company has not raised any money by public issues.

(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 PATANJALI & CO. Chartered Accountants Firm Regn.No.308163E

PATANJALI SHARMA Kolkata Partner Dated: the 29th day of May, 2013 Membership No. 14993


Mar 31, 2012

1. We have audited the attached Balance Sheet of SKIPPER LIMITED, as at 31st March, 2012, the Profit and Loss Account and Cash Flow Statement for the year ended 31st March, 2012. 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to above in Paragraph 3, we report that:

i) 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;

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

iii) The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account submitted to us;

iv) Inouropinion,theBalanceSheet, Profitand Loss Account 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;

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes appearing 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:

a) in the case of the Balance Sheet, of the ''State of Affairs'' of the Company as at 31st March 2012;

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

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

Annexure to Auditors'' Report (Referred to in paragraph 3 of our report of even date)

i) a) According to information and explanations given to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As informed to us, some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. As explained to us, no material discrepancies were noticed on such verification.

c) According to information and explanation given to us, the company has not disposed off a substantial part of its fixed assets and the going concern status of the Company is not affected.

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

b) 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. However, the procedures for verification in certain areas needs to be further streamlined.

c) The company is maintaining proper records of inventory, except for certain items of consumable stores, which as explained to us is not material. According to information and explanation given to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of accounts.

iii) a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (a) to 4 (iii) (d) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

b) The company had taken loan, unsecured, from company covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs. 16,41,43,870 and the year-end balance of loans taken from company was Rs. 13,80,35,899. The Company had taken loan from directors. The maximum amount involved during the year was Rs. 37,35,69,693 and the year-end balance of loans taken from directors was Rs. 33,25,69,693. The Company had not taken any loan from any other party covered in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

d) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

iv) In our opinion and according to the information and explanations given to us, there is adequate internal system 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 and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA or any relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of Steel Tubes & Pipes and Hot Rolled Products ofthecompany andareofthe opinion that prima facie, the prescribed accounts and records have been made and maintained.

ix) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, except for delay in some cases. There is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except for the following :

Name of the statue Natrue of dues Amoung in Year

CentralSalesTaxAct,1956 CentralSalesTax 54,46,030 2008-09

West Bengal Sales Tax WestBengalSalesTax 1,37,23,982 2005-06 Act,1994

CentralSalesTaxAct,1956 CentralSalesTax 1,21,66,947 2005-06

WestBengalSalesTaxAct,1994 WestBengalSalesTax 1,06,41,206 2006-07

CentralSalesTaxAct,1956 CentralSalesTax 23,35,020 2006-07

CentralSalesTaxAct,1956 CentralSalesTax 9,77,761 2006-07

IncomeTaxAct,1961 IncomeTax 12,22,718 2005-06

TheCentralExciseAct,1944 CentralExcise 1,88,936 2005-06

TheCentralExciseAct,1944 CentralExcise 7,43,086 2007-08

TheCentralExciseAct,1944 CentralExcise 3,01,231 2010-11

ServiceTaxunderFinanceAct ServiceTax 3,67,200 2005-06 1994

Name of the statue Forum where dispute is pending

CentralSalesTaxAct,1956 Joint Commissioner of Commercial Taxes

West Bengal Sales Tax West Bengal Com.Taxes Act,1994 Appellate & Revisional Board

CentralSalesTaxAct,1956 West Bengal Com.Taxes Appellate & Revisional Board

WestBengalSalesTaxAct,1994 West Bengal ComTaxes Appellate & Revisional Board

CentralSalesTaxAct,1956 West Bengal Com.Taxes Appellate & Revisional Board

CentralSalesTaxAct,1956 Joint Commissioner of Commercial Taxes

IncomeTaxAct,1961 Commissioner of Income Tax (Appeals)

TheCentralExciseAct,1944 Commissioner Appeals (Central Excise), Kolkata

TheCentralExciseAct,1944 Commissioner Appeals (Central Excise), Kolkata

TheCentralExciseAct,1944 Additional Commissioner, Haldia,Commissionarate

ServiceTaxunderFinanceAct 1994 Customs,Excise & Service Tax AppellateTribunal, Kolkata

x) The Company has no accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii) According to information and explanation 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. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xv) According to information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination ofthe Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long- term investment.

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

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

xx) According to the information and explanations given to us, the Company has not raised any money by public issues.

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 Patanjali & Co. Chartered Accountants Firm Regn No. 308163E

Place: Kolkata (Patanjali Sharma) Date: 30th day of May, 2012 Partner Membership No. 14993


Mar 31, 2011

1.We have audited the attached Balance Sheet of SKIPPER LIMITED,as at 31st March, 2011, the Profit and Loss Account and Cash Flow Statement for the year ended 31st March, 2011. 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to above in Paragraph 3, we report that:

(i) 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:

(ii) 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;

(iii) The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account submitted to us;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account 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;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes appearing 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:

(a) in the case of the Balance Sheet, of the ''State of Affairs'' of the Company as at 31st March 2011

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

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

Annexure to Auditors'' Report (Referred to in paragraph 3 of our report of even date)

(i) (a) According to information and explanations given to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As informed to us, some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. As explained to us, no material discrepancies were noticed on such verification.

(c) According to information and explanation given to us, the company has not disposed off a substantial part of its fixed assets and the going concern status of the Company is not affected.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verific -ation is reasonable.

(b) 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. However, the procedures for verification in certain areas needs to be further streamlined.

(c) The company is maintaining proper records of inventory, except for certain items of consumable stores, which as explained to us is not material. According to information and explanation given to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of accounts.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(iii)(a) to 4(iii)(d) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(b) The company had taken loan, unsecured, from one company covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year was Rs.10,00,00,000 and the year-end balance of loans taken from company was Nil. The Company had taken loan from four directors. The maximum amount involved during the year was Rs.31,87,50,000 and the year-end balance of loans taken from directors was Rs.21,06,50,000. The Company had not taken any loan from any other party covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal system 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 and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are ofthe opinion that particulars of contracts or arrangements referred to in section 301 ofthe Companies Act, 1956 have been entered into the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA or any relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of Steel Tubes & Pipes and Hot Rolled Products of the company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, except for delay in some cases. There is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute except for the following:

Name of the statue Natru of dues Amount in Rs Year

Centrol Tax Act,1956 Centrol Sales Tax 31,15,941 2007-08

West Bengal Sales West Bengal Sales Tax 1,37,23,982 2005-06 Tax Act, 1994

CentralSalesTax CentralSalesTax 1,21,66,947 2005-06 Act,1956

West Bengal West Bengal Sales Tax 1,06,41,206 2006-07 sales tax act 1994

CentralSalesTax CentralSalesTax 23,35,020 2006-07 Act,1956

CentralSalesTax CentralSalesTax 9,77,761 2006-07 Act,1956

IncomeTaxAct,1961 IncomeTax 12,22,718 2005-06

The Central Excise Central Excise 1,88,936 2005-06 Act, 1944

The Central Excise Central Excise 7,43,086 2007-08 Act, 1944

Name of the Statue Forum where dispute is pending

Centrol Tax Act,1956 Joint Commissioner of Commercial Taxes

West Bengal Sales West Bengal Com.Taxes Tax Act, 1994 Appellate & Revisional Board

CentralSalesTax West Bengal Com.Taxes Act,1956 Appellate & Revisional Board

West Bengal West Bengal Com. sales tax act 1994 Taxes Appellate & Revisional Board

CentralSalesTax West Bengal Com. Act,1956 Taxes Appellate & Revisional Board

IncomeTaxAct,1961 Joint Commissioner of Commercial Taxes

The Central ExciseCommissioner of Act, 1944 Income Tax (Appeals)

The Central ExciseCommissioner Appeals Act, 1944 (Central Excise), Kolkata

The Central Commissioner Appeals Act, 1944 (Central Excise), Kolkata

s (x) The Company has no accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to information and explanation 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. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(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) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) According to information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were 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.

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

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

(xx) According to the information and explanations given to us, the Company has not raised any money by public issues.

(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 PATANJALI & CO. Firm Regn. No. 308163E Chartered Accountants (PATANJALI SHARMA) Kolkata Partner Dated: the 30th day of May, 2011 Membership no. 14993

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