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Supreme Infrastructure India

BSE: 532904|NSE: SUPREMEINF|ISIN: INE550H01011|SECTOR: Construction & Contracting - Civil
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Auditor's Report (Supreme Infrastructure India) Year End : Mar '18

Report on the Standalone Financial Statements

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

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 thereunder.

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

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

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

Basis for Qualified Opinion

8. As stated in Notes 11.2 and 11.3 to the standalone financial statements, the Company’s current financial assets as at 31 March 2018 include trade receivables and unbilled work aggregating Rs. 6,616.13 lakhs (31 March 2017: Rs. 6,616.13 lakhs) and Rs. 3,835.47 lakhs (31 March 2017: Rs. 3,074.86 lakhs) respectively, in respect of projects which were closed/terminated by the clients and where the matters are currently under litigation/negotiations and trade receivables aggregating Rs. 55,396.37 lakhs (31 March 2017: Rs. 23,507.17 lakhs) in respect of projects which were closed/ substantially closed and where the receivables have been outstanding for a substantial period. The Management has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments’. In the absence of sufficient appropriate evidence to support the management’s contention of recoverability of these balances, we are unable to comment upon the adjustments, if any, that are required to the carrying value of the aforesaid balances, and consequential impact, if any, on the accompanying standalone financial statements. Our opinion on the standalone financial statements for the year ended 31 March 2017 was also qualified in respect of these matters.

9. As stated in Note 18.4 of the standalone financial statements, the Company’s non-current borrowings, shortterm borrowings and other current financial liabilities as at 31 March 2018 include balances aggregating to Rs. 9,324.24 lakhs, Rs. 294.21 lakhs and Rs. 11,510.27 lakhs respectively in respect of which direct confirmations from the respective lenders have not been received. These borrowings have been classified into current and non-current, basis the original maturity terms stated in the agreements which is not in accordance with the terms of the agreements in the event of defaults in repayment of borrowings. Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the lenders, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any, to the terms and conditions of the transactions, and consequential impact, on the accompanying standalone financial statements.

Qualified Opinion

10. In our opinion and to the best of our information and according to the explanations given to us, except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph, 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 including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Material Uncertainty Related to Going Concern

11. We draw attention to Note 38 to the standalone financial statement, which indicates that the Company incurred a net loss of’ 50,012.21 lakhs during the year ended 31 March 2018 and, as of that date; the Company’s current liabilities exceeded its current assets by Rs. 94,696.26 lakhs. Further, as disclosed in Note 38 to the said financial statements, there have been delays in repayment of principal and interest in respect of borrowings during the current year as the Company is in discussion with the lenders for the restructuring of the loans. These conditions, along with other matters as set forth in the aforesaid note, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. However, based on ongoing discussion with the lenders for restructuring of the loans, revised business plans, further equity infusion by the promoters, and other mitigating factors mentioned in the aforementioned note, management is of the view that going concern basis of accounting is appropriate. Our opinion is not modified in respect of this matter.

Emphasis of Matter

12. We draw attention to Note 4.4 to the accompanying standalone financial statements, regarding the Company’s non-current investments in Supreme Infrastructure BOT Private Limited (‘SIBPL’), a subsidiary company and Supreme Infrastructure BOT Holdings Private Limited (‘SIBHPL’), a joint venture company, aggregating Rs. 142,556.83 lakhs and Rs. 11,096.24 lakhs, respectively, as at 31 March 2018 and current loans due from SIBHPL as on that date aggregating Rs. 17.54 lakhs. Both the above entities have incurred losses during the current year and have accumulated losses as at 31 March 2018. The consolidated net worth of aforesaid entities has been either fully or significantly eroded. Based on the valuation report of an independent valuer and other factors described in the aforementioned note, management has considered these balances as fully recoverable. However, there are certain uncertainties regarding the underlying assumptions used in the valuations such as future business growth prospects, delay in commercial operation date (COD) and outcome of the ongoing discussions with the clients and consortium lenders in certain subsidiaries of SIBHPL and other factors. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

13. 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 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

14. Further to our comments in Annexure 1, as required by Section 143(3) of the Act, we report that:

a) we have sought and except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph, 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) except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) the matters described in paragraphs 8, 9, 10,12 and 13 under the Basis for Qualified Opinion paragraph / Material Uncertainty related to Going Concern / Emphasis of Matter, in our opinion, may have an adverse effect on the functioning of the Company;

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

g) the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph;

h) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as at 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 6 June 2018 as per Annexure 2 expressed a qualified opinion;

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, as detailed in Notes 4.4,11.2,11 .3,15.1,15.4,18.2,18.3,18.4, 30(a)(i), 30(a)(iii) and 38 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, provision has been made in the standalone financial statements, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long term contracts including derivatives contracts, as detailed in note 2.1 xvi (a) to the standalone financial statements.;

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

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

Annexure 1

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 Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head ‘Property, plant and equipment’) are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to four 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 the principal and the payment of the interest has not been stipulated and hence we are unable to comment as to whether repayments/receipts of the principal amount and the interest are regular;

(c) in the absence of stipulated schedule of repayment of principal and payment of interest, we are unable to comment as to whether there is any amount which is overdue for more than 90 days and whether reasonable steps have been taken by the Company for recovery of the principal amount and interest.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act, to the extent applicable, in respect of loans, investments, guarantees and security.

(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) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company’s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, goods and service tax, duty of customs, 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. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months:

Name of the statute

Nature of the dues

Amount (in Rs. Lakhs)

Period to which the amount relates

Due Date

Date of Payment

Income Tax Act, 1961

Tax Deducted at Source

2,764.13

April 2015 to August 2017

Various Dates

Not yet Paid

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

Provident Fund

322.71

August 2015 to August 2017

Various Dates

Not yet Paid

Profession Tax Act,1975

Profession Tax

4.95

April 2016 to August 2017

Various Dates

Not Yet Paid

Employees’ State Insurance Act, 1948

Employees’ State Insurance Corporation

5.46

April 2016 to August 2017

Various Dates

Not yet Paid

The Central Excise Act, 1944

Excise Duty

81.16

December 2012 to June 2017

Various Dates

Not yet Paid

Goods and Service Tax, 2016

GST

289.33

July 2017 to September 2017

Various Dates

Not yet Paid

(b) There are no dues in respect of sales-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. The dues outstanding in respect of service tax and income tax on account of any dispute, are as follows:

Statement of Disputed Dues:

Name of the statute

Nature of the dues

Amount (in Rs. Lakhs

Amount paid under Protst in Lakhs

Period to which the amount relates

Forum where dispute is pending

The Finance Act, 1994

Service tax

7,270.26

FY 2008-09 to 2011-12

Custom, Excise and Service Tax Appellate Tribunal

Income Tax Act, 1961

Income Tax, Tax Deducted at Source

7,787.10

AY 2007-08 to 2015-16

Income Tax Officer, Commissioner of Income Tax (Appeals), CPC Bengaluru

(viii) There are no loans or borrowings payable to government and no dues payable to debenture holders. The Company has defaulted in repayment of following dues to the banks and financial institutions during the year, which were paid on or before the Balance Sheet date.

Rs. in Lakhs

Banks/Financial

Principal amount of default

Interest amount of default

Total

Period to which

Institution

as on 31 March 2018

as on 31 March 2018

the amount relates

SREI Equipment Finance

-

1,585.92

1,585.92

0-180 days

Limited

-

1,994.68

1,994.68

181-365 days

-

203.91

203.91

> 365 days

SREI Infrastructure Finance

549.98

-

549.98

0-180 days

Limited

893.01

119.98

1,012.99

181-365 days

-

324.73

324.73

> 365 days

HDFC Bank

70.00

-

70.00

> 365 days

Indian Overseas Bank

68.25

222.22

290.47

> 365 days

The Company has defaulted in repayment of following dues to the banks and financial institutions during the year, which were not paid as at the Balance Sheet date.

Rs. in Lakhs

Banks/Financial

Principal amount of default

Interest amount of default

Total

Period to which

Institution

as on 31 March 2018

as on 31 March 2018

the amount relates

1,071.15

3,683.10

4,754.25

0-180 days

State Bank of India

1,071.15

3,463.11

4,534.26

181-365 days

578.68

6,022.88

6,601.56

> 365 days

423.44

1,613.98

2,037.42

0-180 days

State Bank of Patiala

423.44

1,584.85

2,008.29

181-365 days

-

2,119.30

2,119.30

> 365 days

383.52

1,357.15

1,740.67

0-180 days

Union Bank of India

383.52

1,378.67

1,762.19

181-365 days

197.74

2,092.52

2,290.26

> 365 days

447.89

1,324.57

1,772.46

0-180 days

Punjab National Bank

447.89

755.67

1,203.56

181-365 days

173.75

184.03

357.78

> 365 days

129.85

837.22

967.07

0-180 days

Bank of India

129.85

838.85

968.70

181-365 days

79.85

1,284.69

1,364.54

> 365 days

140.68

689.32

830.00

0-180 days

Central Bank of India

140.68

690.66

831.34

181-365 days

81.52

935.38

1,016.90

> 365 days

95.83

161.41

257.24

0-180 days

Syndicate Bank

95.83

154.96

250.79

181-365 days

54.66

351.76

406.42

> 365 days

120.33

203.98

324.31

0-180 days

Canara Bank

120.33

195.05

315.38

181-365 days

67.86

330.00

397.86

> 365 days

234.57

672.02

906.59

0-180 days

ICICI Bank

231.22

680.27

911.49

181-365 days

231.22

719.85

951.07

> 365 days

40.82

105.10

145.92

0-180 days

Axis Bank

40.82

105.10

145.92

181-365 days

40.00

174.78

214.78

> 365 days

-

19.11

19.11

0-180 days

HDFC Bank

-

32.26

32.26

181-365 days

294.02

198.24

492.26

> 365 days

-

110.84

110.84

0-180 days

Indian Overseas Bank

-

110.84

110.84

181-365 days

1,946.98

486.69

2,433.67

> 365 days

1,159.05

192.08

1,351.13

0-180 days

1,191.25

65.41

1,256.66

181-365 days

SREI Equipment Finance Limited

4,002.08

-

4,002.08

> 365 days

625.00

242.74

867.74

0-180 days

SREI Infrastructure Finance

182.00

315.31

497.31

181-365 days

Limited

-

66.44

66.44

> 365 days

139.45

535.65

675.10

0-180 days

JM Financial Asset

64.74

504.55

569.29

181-365 days

Reconstruction

13.87

487.34

501.21

> 365 days

30.95

117.18

148.13

0-180 days

L&T Finance Limited

30.95

117.18

148.13

181-365 days

24.59

129.23

153.82

> 365 days

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

(x) 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) The Company has not paid or provided for any managerial remuneration during the year. Accordingly, the provisions of Clause 3(xi) of the Order are not applicable.

(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 standalone financial statements, as required by the applicable Ind AS.

(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 non-cash 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 Supreme Infrastructure India Limited (‘the Company’) as at and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company as at 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 internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (‘the 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 qualified 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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.

Basis for Qualified Opinion

8. In our opinion, according to the information and explanations given to us and based on our audit procedures performed, the following material weakness has been identified in the operating effectiveness of the Company’s IFCoFR as at 31 March 2018:

The Company’s internal financial controls in respect of supervisory and review controls over process of determining impairment allowance for trade receivables which are doubtful of recovery and assessment of recoverability of unbilled work were not operating effectively. Absence of detailed assessment conducted by the management for determining the recoverability of trade receivables and unbilled work that remain long outstanding, in our opinion, could result in a potential material misstatement to the carrying value of trade receivables and unbilled work, and consequently, could also impact the loss (financial performance including comprehensive income) after tax.

9. A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual financial statements or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

10. In our opinion, the Company has, in all material respects, maintained adequate IFCoFR as at 31 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 issued by the ICAI, and except for the effects/possible effects of the material weakness described above in the Basis for Qualified Opinion paragraph, the Company’s IFCoFR were operating effectively as at 31 March 2018.

11. We have considered the material weakness identified and reported above in determining the nature, timing and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended 31 March 2018, and the material weakness has affected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the standalone financial statements.

For Walker Chandiok & Co LLP For Ramanand & Associates

Chartered Accountants Chartered Accountants

Firm Registration No: 001076N/N500013 Firm Registration No: 117776W

per Rakesh R. Agarwal per Santosh Jadhav

Partner Partner

Membership No: 109632 Membership No: 115983

Mumbai Mumbai

6 June 2018 6 June 2018

Source : Dion Global Solutions Limited
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