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Auditor Report of Associated Stone Industries (Kotah) Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Associated Stone Industries (Kotah) Ltd. ('the Company'), which comprise the balance sheet as at 31st March 2015, 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and 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 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 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the 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 paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. There were no pending litigation which would impact the financial position of the Company.

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 1 of Report on other Legal and Regulatory Requirements of the Independent Auditors' Report of even date to the members of Associated Stone Industries (Kotah) Limited on the financial statements for the year ended 31 March 2015.

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

b) The Company has a procedure for physical verification of fixed assets at reasonable intervals and in accordance with that the fixed assets have been physically verified by the management during the year. This procedure is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies have been noticed on such verification.

(ii) a) The physical verification of inventory has been conducted at reasonable intervals by the management during the year.

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) On the basis of our examination of records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) As informed to us, the Company has not granted any loans, secured or unsecured except advances and payments for goods and services not in the nature of loans, to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013, during the year under audit.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business 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 control system.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act and the rules framed there under to the extent notified.

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

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax , cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of cess and dues of income tax as at 31st March 2015 which have not been deposited on account of a dispute , are as follows.

Name Nature of Amount Period to which of the dues (Rs. in lacs) the amount statute relates

Cess Land Tax 35.22 2006-2013 Matters

Royalty 2.75 1977-78,1990- 91,1992- 93,1993-94

Income Income Tax 6.48 2007-08 Tax Demand

Name of the Statute Forum where dispute pending

Cess Matters DIG Registration & Stamp

Mining Dept./High Court

Income Tax CIT(Appeal)

According to the information and explanations given to us and the records of the Company examined by us, there are no dues of duty of sales tax, wealth tax , service tax or Customs duty , excise duty or value added tax which have not been deposited on account of any dispute.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the Investors 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.

(viii) The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayments to financial institutions, banks or debenture/ bond holders.

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

(xi) In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained.

(xii) According to the information and explanations given to us and based on the audit procedures performed by us, no fraud on or by the Company has been noticed or reported during the course of our audit

For B. L. Ajmera & Co. Chartered Accountants (FRN: 001100C)

Place: Mumbai (C. Venkatesan) Dated: 30th May, 2015 Partner Mem. No.010054




Mar 31, 2014

We have audited the accompanying financial statements of Associated Stone Industries (Kotah) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal & Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

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

1) In respect of its Fixed Assets:

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

b) The fixed assets of the Company are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to such programme, a physical verification was carried out during the year and this revealed no material discrepancies.

c) During the year, the Company has not disposed off substantial part of fixed assets and the going concern status of the Company is not affected.

2) In respect of its inventories:

a) The inventory lying at all location except in transit and third parties 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 nature of its business.

c) On the basis of our examination of the records we are of the opinion that the Company is maintaining proper records of inventory. Physical inventory of traded items are not maintained as the traded goods are directly delivered to the customers.

d) The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.

3) According to the information and explanations given to us, the Company has not granted or taken any loans, secured/ unsecured to/from Companies, Firm or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods.

During the course of our audit, no major weakness has been noticed in the internal controls.

5) In respect of contracts or agreements referred to in section 301 of the Companies Act, 1956:

a) On the basis of representation made by the management and scrutiny of books of accounts carried out by us, the information that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, transactions during the year exceeding the value of five lakh rupees in respect of any party which required to be entered in the register u/s 301 of Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us the Company has compiled with the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Act and the Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public. As per information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board on the Company.

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

8) In our opinion the company has maintained Cost records prescribed under Section 209 (1) (d) of the Act.

9) In respect of statutory dues:

a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth tax, sales tax, customs duty, excise duty and other material statutory dues as applicable, have been regularly deposited by the Company during the year with the appropriate authorities.

b) As at March 31, 2014, according to the records of the Company and the information and explanations given to us, the following are the particulars of disputed dues (provided/contingent liability, as appropriate) on account of sales-tax, income-tax, custom duty, wealth-tax, service tax, excise duty and cess matters that have not been deposited on account of a dispute.

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

Sales Tax Act Entry Tax 242.77 January 2007 High Court to March 2013

Cess Matters Land Tax 234.53 2006 to 2013 DIG Registration & Stamps / High Court

Royalty 8.61 1977-78,1990-91, Mining Dept. 1992-93,1993-94 High Court

Income Tax Income Tax 6.48 2007-08 CIT (Appeal) Demand

10) The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

11) The Company has not defaulted in repayment of dues to financial Institution / Bank / Debenture holders.

12) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund, nidhi or mutual benefit fund / society.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) The Company has not given any guarantee for loans taken by others from banks or financial institution, the terms & conditions, whereof, in our opinion, are prima facie prejudicial to the interest of the Company

16) According to the information and explanation given to us, term loans availed by the Company were prima facie, applied during the year for the purposes for which the loans were obtained.

17) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, been not used during the year for long term investment and vice versa.

18) The Company has not made any issue of shares during the year.

19) The Company has not issued debenture during the year.

20) The Company has not made any public issue during the year.

21) During the year a fraud on the Company by third party has been noticed, in the nature of fraudulent sale of land amounting to Rs 17.10 Lacs to the Company by third party.

For B. L. Ajmera & Co.

Chartered Accountants

(FRN:001100C)

Place: Mumbai (C. Venkatesan)

Dated: 9th May, 2014 Partner

Membership No.010054


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 201 3;

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

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

Report on Other Leoal & Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

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

1) In respect of its fixed assets:

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

b) The fixed assets of the Company are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to such programme, a physical verification was carried out during the year and this revealed no material discrepancies.

c) During the year, the Company has not disposed off substantial part of fixed assets and the going concern status of the Company is not affected.

2) In respect of its inventories:

a) The inventory lying at all location except in transit and third parties 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 nature of its business.

c) On the basis of our examination of the records we are of the opinion that the Company is maintaining proper records of inventory. Physical inventory of traded items are not maintained as the traded goods are directly delivered to the customers.

d) The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.

3) According to the information and explanations given to us, the Company has not granted or taken any loans, secured / unsecured to / from Companies, Firm or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5) In respect of contracts or agreements referred to in section 301 of the Companies Act, 1956:

a) On the basis of representation made by the management and scrutiny of books of accounts carried out by us, the information that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, transactions during the year exceeding the value of five lakh rupees in respect of any party which required to be entered in the register u/s 301 of Companies Act, 1 956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us the Company has compiled with the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Act and the Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public. As per information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board on the Company.

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

8) In our opinion the company has maintained Cost records prescribed under Section 209 (1) (d) of the Act.

9) In respect of statutory dues:

a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth tax, sales tax, customs duty, excise duty and other material statutory dues as applicable, have been regularly deposited by the Company during the year with the appropriate authorities.

b) As at March 31, 2013, according to the records of the Company and the information and explanations given to us, the following are the particulars of disputed dues (provided / contingent liability, as appropriate) on account of sales-tax, income-tax, custom duty, wealth-tax, service tax, excise duty and cess matters that have not been deposited on account of a dispute -

Name of the Nature Amount statute of the (Rs. / dues Lacs)

Sales Tax Act Entry Tax 302.33

Cess Matters Land Tax 234.53

Royalty 8.61

Name Period to which Forum where the amount dispute is relates pending

Sales Tax Act January 2007 High Court to March 2013

Sales Tax Act 2006 to 2013 DIG Registration & Stamps / High Court

1977-78,

1990-91, Mining Dept.

1992-93, High Court

1993-94

10) The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

11) The Company has not defaulted in repayment of dues to financial Institution / Bank / Debenture holders.

1 2) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund, nidhi of mutual benefit fund / society.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

1 5) The Company has not given any guarantee for loans taken by others from banks or financial institution, the terms & conditions, whereof, in our opinion, are prima facie prejudicial to the interest of the Company

16) According to the information and explanation given to us, term loans availed by the Company were prima facie, applied during the year for the purposes for which the loans were obtained.

17) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, been not used during the year for long term investment and vice versa.

18) The Company has not made any issue of shares during the year.

19) The Company has not issued debenture during the year.

20) The Company has not made any public issue during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the course of audit.

For B. L. Ajmera & Co. Chartered Accountants

(FRN:001100C)

Place: Mumbai (C. Venkatesan)

Dated: 27th May, 2013 Partner

Membership No.010054


Mar 31, 2012

We have audited the attached Balance Sheet of ASSOCIATED STONE INDUSTRIES (KOTAH) LTD. as at March 31st, 2012 and also Profit and Loss Account and Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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.

2. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 of India (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:-

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

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

(c) The Balance Sheet and Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(d) In our opinion the Balance Sheet , Profit and Loss Account and Cash Flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section 3C of section 211 of the Companies Act, 1956, to the extent applicable.

(e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2012 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us the said accounts together with the notes there on and attached there to give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

ii. In case of the Profit & Loss Account, of the profit of the Company for the year ended on that date and:

iii. In the case of the Cash Flow statements, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 2 of the auditors' report of even date to the members of The Associated Stone Industries (Kotah) Ltd.

on the accounts for the year ended 31st March, 2012.]

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

b) The fixed assets of the Company are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to such programme, a physical verification was carried out during the year and this revealed no material discrepancies.

c) During the year, the Company has not disposed off substantial part of fixed assets.

2) a) The inventory lying at all location except in transit and third parties 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 nature of its business.

c) On the basis of our examination of the records we are of the opinion that the Company is maintaining proper records of inventory.

d) The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.

3) According to the information and explanations given to us, the Company has not granted or taken any loans, secured/ unsecured to/from Companies, Firm or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods.

During the course of our audit, no major weakness has been noticed in the internal controls.

5) a) On the basis of representation made by the management and scrutiny of books of accounts carried out by us, the information that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, transactions during the year exceeding the value of five lakh rupees in respect of any party which required to be entered in the register u/s 301 of Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us the Company has compiled with the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Act and the Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public. As per information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board on the Company.

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

8) Rule for maintenance of cost records prescribed under Section 209 (1) (d) of the Act is not applicable to the Company.

9) a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth tax, sales tax, customs duty, excise duty and other material statutory dues as applicable, have been regularly deposited by the Company during the year with the appropriate authorities.

b) As at March 31, 2012, according to the records of the Company and the information and explanations given to us, the following are the particulars of disputed dues (provided/contingent liability, as appropriate) on account of sales-tax, income-tax, custom duty, wealth-tax, service tax, excise duty and cess matters that have not been deposited on account of a dispute-

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

The Income Lease 19.02 1951 to 1962 High Court Tax Act, 1961 Payment

Sales Tax Act Entry Tax 339.47 January 2007 High Court to March 2012

Cess Matters Land Tax 229.73 2006 to 2012 DIG Registration & Stamps/High Court Royalty 8.61 1977-78, Mining Dept/

1990-91, High Court

1992-93,

1993-94

10) The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

11) The Company has not defaulted in repayment of dues to financial Institution / Bank / Debenture holders.

12) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund, nidhi of mutual benefit fund / society.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) The Company has not given any guarantee for loans taken by others from banks or financial institution, the terms & conditions, whereof, in our opinion, are prima facie prejudicial to the interest of the Company

16) According to the information and explanation given to us, term loans availed by the Company were prima facie, applied during the year for the purposes for which the loans were obtained.

17) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, been not used during the year for long term investment and vice versa.

18) The Company has not made any issue of shares during the year.

19) The Company has not issued debenture during the year.

20) The Company has not made any public issue during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the course of audit.

for B.L.Ajmera & Co.

Chartered Accountants

(FRN: 001100C)

Place: Jaipur

Dated: 31st May, 2012 Sd/-

(C. Venkatesan)

Partner

Membership No.010054


Mar 31, 2011

We have audited the attached Balance Sheet of ASSOCIATED STONE INDUSTRIES (KOTAH) LTD. as at March 31st 2011 and also Profit and Loss Account and Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 of India (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:- (a) We have obtained all the information and

explanations which to the best of our knowledge and belief, were necessary for the purpose of our audit;

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

(c) The Balance Sheet and Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts;

(d) In our opinion the Balance Sheet , Profit and Loss Account and Cash Flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section 3C of section 211 of the Companies Act, 1956, to the extent applicable;

(e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2011 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us the said accounts together with the notes there on and attached there to give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

ii. In case of the Profit & Loss Account, of the profit of the Company for the year ended on that date and;

iii. In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 2 of the auditors' report of even date to the members of The Associated Stone Industries (Kotah) Ltd. on the accounts for the year ended 31st March 2011.]

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

b) The fixed assets of the Company are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to such programme, a physical verification was carried out during the year and this revealed no material discrepancies.

c) During the year, the Company has not disposed off substantial part of fixed assets.

2) a) The inventory lying at all location except in transit and third parties 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 nature of its business.

c) On the basis of our examination of the records we are of the opinion that the Company is maintaining proper records of inventory.

d) The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.

3) According to the information and explanations given to us, the Company has not granted or taken any loans, secured/ unsecured to/from Companies, Firm or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5) a) On the basis of representation made by the

management and scrutiny of books of accounts carried out by us, the information that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, transactions during the year exceeding the value of five lakh rupees in respect of any party which required to be entered in the register u/s 301 of Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us the Company has compiled with the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Act and the Companies (Acceptance of Deposit) Rules, 1957 with regard to the deposits accepted from the public. As per information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board on the Company.

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

8) Rule for maintenance of cost records prescribed under Section 209 (1) (d) of the Act is not applicable to the Company.

9) a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth tax, sales tax, customs duty, excise duty and other material statutory dues as applicable, have been regularly deposited by the Company during the year with the appropriate authorities.

b) As at March 31, 2011, according to the records of the Company and the information and explanations given to us, the following are the particulars of disputed dues (provided/contingent liability, as appropriate) on account of sales-tax, income-tax, custom duty, wealth-tax, service tax, excise duty and cess matters that have not been deposited on account of a dispute-

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

The Income Lease Tax Act, 1961 Payment 19.02 1951 to 1962 High Court

Sales Tax Act Entry Tax 295.15 January 2007 to High Court March 2011

Cess Matters Land Tax 224.95 2006 to 2011 DIG Registratio -n &Stamps/ High Court

Royalty 8.61 1977-78,1990-91, Mining Dep/ 1992-93, 1993-94 High Court

10) The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

11) The Company has not defaulted in repayment of dues to financial Institution / Bank / Debenture holders.

12) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund, nidhi of mutual benefit fund / society.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) The Company has not given any guarantee for loans taken by others from banks or financial institution, the terms & conditions, whereof, in our opinion, are prima facie prejudicial to the interest of the Company

16) According to the information and explanation given to us, term loans availed by the Company were prima facie, applied during the year for the purposes for which the loans were obtained.

17) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, been not used during the year for long term investment and vice versa.

18) The Company has not made any issue of shares during the year.

19) The Company has not issued debenture during the year.

20) The Company has not made any public issue during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the course of audit.

For B.L.Ajmera & Co.

Chartered Accountants (FRN: 001100C)

(C. Venkatesan)

Partner Membership No.010054

Place: Mumbai Dated: 30th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of ASSOCIATED STONE INDUSTRIES (KOTAH) LTD. as at March 31 st, 2010 and also Profit and Loss Account and Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management .Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 of India (the Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:-

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

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

(c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

(d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section 3C of section 211 of the Companies Act, 1956, to the extent applicable.

(e) In our opinion, and based on information and explanations given to us, none of the directors are disqualified as on 31st March, 2010 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us the said accounts together with the notes there on and attached there to give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010

ii. In case of the Profit & Loss Account, of the profit of the Company for the year ended on that date and:

iii. In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 2 of the auditors report of even date to the members of The Associated Stone Industries (Kotah) Ltd. on the accounts for the year ended 31 st March 2010.]

1) a) The Company is maintaining proper records

showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets of the Company are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to such programme, a physical verification was carried out during the year and this revealed no material discrepancies.

c) During the year, the Company has not disposed off substantial part of fixed assets.

2) a) The inventory lying at all location except in transit

and third parties 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 nature of its business.

c) On the basis of our examination of the records we are of the opinion that the Company is maintaining proper records of inventory.

d) The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.

3) According to the information and explanations given to us, the Company has not granted or taken any loans, secured/unsecured to/from Companies, Firm or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5) a) On the basis of representation made by the management and scrutiny of books of accounts carried out by us, the information that need to be entered in the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, transactions during the year exceeding the value of five lakh rupees in respect of any party which required to be entered in the register u/s 301 of Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us the Company has compiled with the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA of the Act and the Companies (Acceptance of Deposit) Rules, 1957 with regard to the deposits accepted from the public. As per information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board on the Company.

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

8) Rule for maintenance of cost records prescribed under Section 209 (1) (d) of the Act is not applicable to the Company.

9) a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth tax, sales tax, customs duty, excise duty and other material statutory dues as applicable, have been regularly deposited by the Company during the year with the appropriate authorities.

b) As at March 31, 2010, according to the records of the Company and the information and explanations given to us, the following are the particulars of disputed dues (provided/contingent liability, as appropriate) on account of sales-tax, income-tax, custom duty, wealth-tax, service tax, excise duty and cess matters that have not been deposited on account of a dispute-

Name of the Nature of Amount Period to which the Forum where statute the dues (Rs/ Lacs.) amount relates dispute is pending

The Income Lease Tax Act, 1961 Payment 19.02 1951 to 1962 High Court

Sales Tax Act Entry Tax 281.30 January 2007 to High Court March 2010 Cess Matters Land Tax 198.13 2006 to 2010 DIG Registration & Stamps/High Court Royalty 8.61 1977-78,1990-91, Mining Dept / High 1992-93, 1993-94 Court

10) The Company has not incurred any cash loss during the financial year covered by our audit and the immediately preceding financial year and has no accumulated loss.

11) The Company has not defaulted in repayment of dues to financial Institution / Bank / Debenture holders.

12) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund, nidhi of mutual benefit fund / society.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) The Company has not given any guarantee for loans taken by others from banks or financial institution, the terms & conditions, whereof, in our opinion, are prima facie prejudicial to the interest of the Company

16) According to the information and explanation given to us, term loans availed by the Company were prima facie, applied during the year for the purposes for which the loans were obtained.

17) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie, been not used during the year for long term investment and vice versa.

18) The Company has not made any issue of shares during the year.

19) The Company has not issued debenture during the year.

20) The Company has not made any public issue during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the course of audit.

For B.L.Ajmera & Co.

Chartered Accountants

Place: Mumbai Dated: 15th May,2010

(Sanjeev Mathur)

Partner Membership No.75325

 
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