ROLTA Auditors Report

To the


Members of Rolta India Limited


1. The accompanying abridged standalone financial statements, which comprise the abridged Balance Sheet as at 31 March 2016, the abridged Statement of Profit and loss and the abridged Cash Flow Statement for the year then ended, and related notes, are derived from the audited standalone financial statements of Rolta India Limited ("the Company”) for the year ended 31 March 2016. We had expressed an unmodified audit opinion on those financial statements in our report dated 30, May 2016.


2. The abridged financial statements do not contain all the disclosures required by the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act,


2013 ("the Act”), read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), applied in the preparation of the audited standalone financial statements of the Company. Reading the abridged standalone financial statements, therefore, is not a substitute for reading the audited standalone financial statements of the Company.


Management''''s responsibility for the abridged financial statements


3. The Company''''s Board of Directors is responsible for the preparation of a summary of the audited standalone financial statements in accordance with section 136(1) of the Act read with rule 10 of the Companies (Accounts) Rules,


2014 (as amended), which are derived from the audited standalone financial statements for the year ended 31 March 2016, prepared 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 (as amended).


Report on the Standalone Financial Statements


1. We have audited the accompanying standalone financial statements of Rolta India Limited ("the Company”), which comprise the Balance Sheet as at 31 March 2016, 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


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 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 getnerally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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


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


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


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


6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the 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 controls 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.


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


Opinion


8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and


Auditor''''s responsibility


4. Our responsibility is to express an opinion on the abridged standalone financial statements based on our procedures, which were conducted in accordance with Standard on Auditing (SA) 810, "Engagements to Report on Summary Financial Statements” issued by the Institute of Chartered Accountants of India.


Opinion


5. In our opinion, the abridged standalone financial statements derived from the audited standalone financial statements of the Company as at and for the year ended 31 March 2016 are a fair summary of those financial statements, in accordance with section 136(1) of the Act read with rule 10 of the Companies (Accounts) Rules, 2014 (as amended). fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows for the year ended on that date.


Report on Other Legal and Regulatory Requirements


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


10. Further to our comments in Annexure I, as required by Section 143(3) of the Act, we report that:


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


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


c. the standalone financial statements dealt with by this report are in agreement with the books of account;


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


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


f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 30 May 2016 as per Annexure II expressed a unqualified opinion.


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 does not have any pending litigations which would impact its standalone financial position


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


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


Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:


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


(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.


(c) The title deeds of all the immovable properties (which are included under the head ''''fixed assets'''') are held in the name of the Company.


(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.


(iii) The Company has granted interest free unsecured loans to 2 wholly owned subsidiary companies covered in the register maintained under Section 189 of the Act; and with respect to the same:


(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the company''''s interest.


(b) the schedule of repayment of principal has been stipulated wherein the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, repayment of the principal amount is regular


(c) there is no overdue amount in respect of loans granted to such companies.


(iv) In our opinion, the company has complied with the provisions of section 185 and 186(1) of the Act. Further the company is exempt from section 186 except sub section 1, accordingly, the provision of clause 3(iv) of the order relating to section 186 except sub section 1 is not applicable.


(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.


(vi) The Central Government has not specified maintenance of cost records under sub- section (1) of Section 148 of the Act, in respect of Company''''s products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.


(vii) (a) Undisputed statutory dues including provident fund,


employees'''' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.


(b) There are no dues in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax that have not been deposited with the appropriate authorities on account of any dispute.


(viii) There are no loans or borrowings payable to financial institutions or government and no dues payable to debenture-holders. The Company has defaulted in repayment of loans/borrowings to the following banks:


















Name of the bank



Amount of


default as on 31st March 2016 (Rs.)



Period of default



Remarks



Participating banks:


Bank of India New York Branch Bank of India Singapore Branch Bank of Baroda Union Bank of India



232.17 Crore



27th March 2016 - till date



Continuing


default



(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). The Company did not raise any term loan during the year. Accordingly provisions of clauses 3(ix) of the Order are not applicable to the Company.


(x) In our opinion, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.


(xi) Managerial remuneration has been paid and provided by the company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.


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


(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.


(xiv) During the year, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.


(xv) In our opinion, the company has not entered into any noncash transactions with the directors or persons connected with them covered under Section 192 of the Act.


(xvi) The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.


Independent Auditor''''s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")


1. In conjunction with our audit of the standalone financial statements of Rolta India Limited ("the Company”) as of and for the year ended 31 March 2016, we have audited the internal financial controls over financial reporting (IFCoFR) of the company as of that date.


Management''''s Responsibility for Internal Financial Controls


2. The Company''''s Board of Directors is responsible for establishing and maintaining internal financial controls based on the criteria established by the Company considering the essential components of internal control as stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note”) issued by the Institute of Chartered Accountants of India (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 the company''''s business, including adherence to company''''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.


Auditors'''' Responsibility


3. Our responsibility is to express an opinion on the Company''''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.


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


5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''''s IFCoFR.


Meaning of Internal Financial Controls over Financial Reporting


6. A company''''s IFCoFR 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 IFCoFR 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


7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Opinion


8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the 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).


For Walker Chandiok & Co LLP For N.M. Raiji & Co.


(Formerly Walker, Chandiok & Co) Chartered Accountants


Chartered Accountants Firm''''s Registration No.: 108296W


Firm''''s Registration No.: 001076N/N500013


per Khushroo B. Panthaky per Vinay D. Balse


Partner Partner


Membership No.: 42423 Membership No.: 39434


Place: Mumbai Place: Mumbai


Date: 30 May 2016 Date: 30 May 2016


CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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