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Auditor Report of Birla Corporation Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of BIRLA CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit & Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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 31st 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 Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

b) In our opinion, proper 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 How Statement dealt with by this Report are in agreement with the books of account.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer note 2.29 & 2.40 to the financial statements;

ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts;

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

1. (a) The Company has maintained proper records to show full particulars including quantitative details and situation of the fixed assets.

(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis except in case of Soorah Jute Mills where verification could not be done due to suspension of work. Further the differences, if any, arising out of such reconciliation so far have been adjusted and no serious discrepancies between book records and physical inventory have been noticed.

2. (a) The inventory has been physically verified at reasonable intervals during the year by the Management Internal Auditors except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is 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 the 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 stock and the books stocks, wherever ascertained were not significant and have been properly dealt in the books of accounts.

3. The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, the requirements of clauses (iii) (a) to (b) of the paragraph 3 of the Order are not applicable.

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

5. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 of the Act and the rules framed there under with regard to deposits accepted from the public.

6. The Central Government has prescribed maintenance of cost records under section 148(1) of the Companies Act, for the Company''s Cement, Jute, Power and Auto Trim Units. We have broadly reviewed such accounts and records and are of the opinion that prima facie, the prescribed accounts & records have been made & maintained but no detailed examination of such records and accounts have been carried out by us.

7. (a) According to the information and explanations given to us and on the basis of our examination of the books and account, the Company has generally been 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 any other statutory dues during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed dues as above were outstanding as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess as at 31st March, 2015 which have not been deposited on account of dispute and the forum where the disputes are pending are as under :

Name of Nature of Amount Period to which the Statute Due. (HnLacs) the amount relates

Sales Tax & Vat Sales Tax & VAT 2395.20 1994-2014 Laws 184.48 1989-2008

875.63 1993-2015

Central Excise Excise Duty 939.04 1980-2012 Act, 1944 1939.01 1976-2012

Finance Service Tax 747.20 2005-2014 Act, 1944 547.94 2004-2012

The Custom Custom Duty 6.00 2012-13 Act, 1962

Income Tax Income Tax 2632.09 AY 2008-09 to Act, 1961 2012-13

Name of the Statute Forum where pending

Sales Tax & Vat Laws Department/lst Appelate Authority

Tribunals

High Court & above

Central Excise Act, 1944 Department/lst Appelate Authority Tribunals

Finance Act, 1944 Department/lst AppelateAuthority Tribunals

The Custom Act, 1962 Tribunals

Income Tax Act, 1961 Department/lst Appelate Authority

(c) According to the information and explanations given to us and on the basis of our examination of the books and account, the Company has transferred the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under to such fund within time.

8. The Company''s does not have any accumulated loss as at the end of the financial year and has not incurred any cash losses in the current financial year and in the immediately preceding financial year.

9. According to the information and explanations given to us by the management, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained. Proceeds from long term loans raised during the year and remained unutilized as not required for immediate use for capital expenditure have been temporarily parked in bank fixed deposit.

12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For H.PKHANDELWAL & CO Chartered Accountants Firm Registration No. 302050E

IB, Old Post Office Street, RAJIV SINGHI Kolkata-700 001 Partner Date : 7th day of May, 2015 Membership No. 053518


Mar 31, 2014

We have audited the accompanying financial statements of BIRLA CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash How 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 flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with general circular 15/2013 dated 13th September 2013 by Ministry of Company Affairs in respect of section 133 of the Companies Act 2013. 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 read with other notes, 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 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 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, 2003 ("the Order"), as amended, 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 How 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 How Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with general circular 15/2013 dated 13th September 2013 by Ministry of Company Affairs in respect of section 133 of the Companies Act 2013;

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

The Annexure referred to in paragraph 1 with the heading "Report on other legal and regulatory requirement" of Our Report of even date to the members of Birla Corporation Limited on the accounts of the company for the year ended 31st March, 2014.

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

(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management / internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis except in case of Soorah Jute Mills where verification could not be done due to suspension of work. Further the differences, if any, arising out of such reconciliation so far have been adjusted and no serious discrepancies between book records and physical inventory have been noticed.

(c) Substantial part of fixed assets has not been disposed off during the year so as to affect the going concern.

2. (a) The inventory has been physically verified at reasonable intervals during the year by the ManagemenWnternal Auditors except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is 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 the 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 stock and the books stocks, wherever ascertained were not significant and have been properly dealt with in the books of accounts.

3. (a) The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. However interest free unsecured advances have been given to two subsidiaries, the maximum balance outstanding at any time during the year and closing balance of such advances as on 31.03.2014 were Rs. 222.01 lacs andRs. 222.01 lacs respectively. The advances made to one other subsidiary amounting to Rs. 409.54 lacs have been fully repaid during the year. Advance amounting to Rs. 222.01 to two subsidiaries will be realized on implementation of the projects. Accordingly clauses (b) and (c) of the order are not applicable.

(d) There was no overdue amount of more than Rs.l lac in respect of the above advance granted by the Company.

(e) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly clauses (f) and (g) of the Order are not applicable.

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

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been duly entered in the register required to be maintained in pursuance of Section 301 of the Companies Act 1956.

(b) According to the information available and explanations given to us, the transactions made in pursuance of such contracts or arrangements aggregating during the year to Rs. 5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar items have been made with other parties.

6. (a) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public.

(b) There have been no proceedings before the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any Court and any other Tribunal in this matter.

7. The Company has an internal audit system commensurate with the size and nature of the business of the Company.

8. The Central Government has prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 for the Company''s Cement, Jute, Power and Auto Trim Units. We have broadly reviewed such accounts and records and are of the opinion that prima facie the prescribed accounts and records have been maintained but no detailed examination of such records and accounts has been carried out by us.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales- tax, wealth tax, service tax, customs duty, excise duty, cess and any other dues during the year with the appropriate authorities. According to the information and explanations given to us and no undisputed dues as above were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the dues of income- tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess as at 31st March, 2014 which have not been deposited on account of any dispute and the forum where the disputes are pending are as under.

Name of Nature of Amount Period to which Forum where pending the Statute Due. (Rs.Lacs) the amount relates

Sales Tax & Vat Sales Tax & VAT 2683.49 1994-2014 Department/1st Appellate Authority Laws 184.48 1989-2003 Tribunals

646.59 1993-2014 High Court & above

Central Excise Excise Duty 913.63 1980-2011 Department/1st Appellate Authority Act,1944 1930.33 1976-2012 Tribunals

Finance Service Tax 622.07 2005-2013 Department/1st Appellate Authority Act, 1944 489.75 2004-2011 Tribunals

The Custom Custom Duty 6.00 2012-13 Tribunals Act 1962

Income Tax Income Tax 3503.55 2007-08 to Department/1st Appellate Authority Act, 1961 2010-2011

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained. Proceeds from long term loans raised during the year and remained unutilized as not required for immediate use for capital expenditure have been temporarily parked in bank fixed deposit.

17. On the basis of our review of statements of accounts and as confirmed by the management, funds raised on short-term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The security/charges have been created in respect of the debentures issued.

20. The Company has not raised any money by way of public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For H.PKHANDELWAL & CO

Chartered Accountants Firm Registration No. 302050E

1B, Old Post Office Street, RAJIV SINGHI

Kolkata-700 001 Partner

Date : the 8th day of May, 2014 Membership No. 053518


Mar 31, 2013

We have audited the accompanying financial statements of BIRLA CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and 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 flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements read with other notes, 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, 2013;

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 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, 2003 ("the Order"), as amended, 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 sub-section (3C) of section 211of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31st, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31st,

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in paragraph 1 of Our Report of even date to the members of Birla Corporation Limited on the financial statements of the company for the year ended 31st March, 2013.

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

(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management / internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work. Further the differences, if any, arising out of such reconciliation so far have been adjusted and no serious discrepancies between book records and physical inventory have been noticed.

(c) Substantial part of fixed assets has not been disposed off during the year so as to affect the going concern.

2. (a) The inventory has been physically verified at reasonable intervals during the year by the Management/Internal Auditors exceptin case of Soorah Jute Mills unit where verification could not be done due to suspension of work.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is 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 the 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 stock and the books stocks, wherever ascertained were not significant and have been properly dealt with in the books of accounts.

3. (a) The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. However interest free unsecured advances have been given to four subsidiaries, the maximum balance outstanding at any time during the year and closing balance of such advances as on 31.03.2013 were Rs. 215.37 lacs and Rs. 215.37 lacs respectively. The advances made to three other subsidiaries amounting to Rs. 16.71 lacs have been fully repaid during the year. Advance amounting to Rs. 215.35 lacs to two subsidiaries will be realised on implementation of the projects. Accordingly clauses (b) and (c) of the order are not applicable.

(d) There was no overdue amount of more than Rs. 1 lac in respect of the above advance granted by the Company.

(e) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly clauses (f) and (g) of the Order are not applicable.

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

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been duly entered in the register required to be maintained in pursuance of Section 301 of the Companies Act, 1956.

(b) According to the information available and explanations given to us, the transactions made in pursuance of such contracts or arrangements aggregating during the year to Rs. 5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar items have been made with other parties.

6. (a) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public.

(b) There have been no proceedings before the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any Court and any other Tribunal in this matter.

7. The Company has internal audit system commensurate with the size and nature of the business of the Company.

8. The Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the Company''s Cement, Jute, Power and Auto Trim Units. We have broadly reviewed such accounts and records and are of the opinion that prima facie the prescribed accounts and records have been maintained but no detailed examination of such records and accounts has been carried out by us.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess and any other dues during the year with the appropriate authorities. According to information and explanations given to us and no undisputed dues as above were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the dues of income tax, sales tax wealth tax, service tax, customs duty, excise duty and cess as at 31st March, 2013 which have not been desposited on account of any dispute and the forum where the disputes are pending are as under :

Name of Nature of Amount Period to which Forum where pending the Statute Dues (Rs. in Lacs) the amount relates

Sales Tax & Sales Tax & VAT 3134.91 1994-2013 Department/lst Appellate Authority VAT Laws 345.40 1989-2010 Tribunals 367.40 1985-2013 High Court & above

Central Excise Excise Duty 3271.12 1988-2011 Department/1st Appellate Authority Act, 1944 231.25 1976-2011 Tribunals

Finance Act, Service Tax 671.47 2005-2012 Department/1st Appellate Authority 1994 461.13 2004-2011 Tribunals

Income Tax Income Tax 6591.66 2009-2011 Department/1st Appellate Authority Act, 1961

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been apploied for the purpose for which they were obtained. Proceeds from long term loans raised during the year and remained unutilized as not required for immediate use for capital expenditure have been temporarily parked in bank fixed deposit.

17. On the basis of our review of statements of accounts and as confirmed by the management, funds raised on short-term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The security/charges have been created in respect of the debentures issued.

20. The Company has not raised any money by way of public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For H. P. KHANDELWAL & CO.

Chartered Accountants

Firm Registration No. 302050E

1B, Old Post Office Street, RAJIV SINGHI

Kolkata - 700 001 Partner

Date : the 20th day of May, 2013 Membership No. 053518


Mar 31, 2012

We have audited the attached Balance Sheet of BIRLA CORPORATION LIMITED as at 31st March, 2012, the Statement of Profit & Loss and the Cash Flow Statement 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.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the act), we enclose as Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

1) 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;

2) 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 and proper returns, adequate for the purpose of our audit;

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

4) In our opinion, the Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement dealt with by this report and read with notes comply with the Accounting Standards referred to in sub-section (3C) of section 211of the Companies Act, 1956;

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

6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes and in particular notes no. 2.28 (b) and 2.38, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT

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

(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management / internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work. Further the differences, if any, arising out of such reconciliation so far have been adjusted and no serious discrepancies between book records and physical inventory have been noticed.

(c) Substantial part of fixed assets has not been disposed off during the year so as to affect the going concern.

2. (a) The inventory has been physically verified at reasonable intervals during the year by the Management/Internal Auditors except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is 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 the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as it appears from our examination of books except in respect to one item of consumables during the physical verification, which has been properly dealt with in the books of account.

3. (a) The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. However interest free unsecured advances have been given to four subsidiaries, the maximum balance outstanding at any time during the year and closing balance of such advances as on 31.03.2012 were Rs 324.79 lacs and Rs 210.93 lacs respectively. The advances to two subsidiaries have been adjusted during the year. Advance amounting to Rs 210.93 lacs to two subsidiaries will be realised / adjusted on implementation of the projects. Accordingly clauses (b) and (c) of the Order are not applicable.

(d) There was no overdue amount of more than Rs 1 lac in respect of the above advance granted by the Company.

(e) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly clauses (f) and (g) of the Order are not applicable.

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

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been duly entered in the register required to be maintained in pursuance of Section 301 of the Companies Act, 1956.

(b) According to the information available and explanations given to us, the transactions made in pursuance of such contracts or arrangements aggregating during the year to Rs 5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar items have been made with other parties.

6. (a) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public.

(b) There have been no proceedings before the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any Court and any other Tribunal in this matter.

7. The Company has internal audit system commensurate with the size and nature of the business of the Company.

8. The Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the Company's Cement, Jute, Power and Auto Trim Units. We have broadly reviewed such accounts and records and are of the opinion that prima facie the prescribed accounts and records have been maintained but no detailed examination of such records and accounts has been carried out by us.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess and any other dues during the year with the appropriate authorities. According to information and explanations given to us no undisputed statutory dues as above were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess on account of any dispute, other than the following :

Name of Nature of Amount Period to which Forum where pending the Statute Dues (Rs in Lacs) the amount relates

Sales Tax & Sales Tax & VAT 1,629.15 1994-2009 Department/ 1st Appellate Authority

VAT Laws 511.27 1989-2008 Tribunals

204.42 1985-2006 Hon'ble High Court & above

Central Excise Excise Duty 744.57 1980-2011 Department/1st Appellate Authority Act, 1944 1,019.81 1976-2008 Tribunals

34.11 1998-2000 Hon'ble High Court & above

Finance Act, Service Tax 257.85 2006-2009 Department/1st Appellate Authority 1944 579.34 2004-2012 Tribunals

Income Tax Income Tax 4,837.23 2007-2009 Department/1st Appellate Authority Act, 1961

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

17. On the basis of our review of statements of accounts and as confirmed by the management, funds raised on short-term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The security/charges have been created in respect of the debentures issued.

20. The Company has not raised any money by way of public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.



For H. P KHANDELWAL & CO.

Chartered Accountants

Firm Registration No.302050E

1B, Old Post Office Street, Rajiv Singhi

Kolkata- 700 001 Partner

Date : the 2nd day of May, 2012. Membership No. 053518


Mar 31, 2011

We have audited the attached Balance Sheet of BIRLA CORPORATION LIMITED as at 31st March, 2011, the Profit & Loss Account and the Cash Flow Statement 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.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the act), we enclose as Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

1) 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;

2) 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 and proper returns, adequate for the purpose of our audit;

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

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

5) On the basis of the written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Directors. we report that none of the Directors is disqualified as on 31st March. 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 except in case of Mr. N K Kejriwal, in absence of his declaration, we are unable to comment on his status under section 274(l)(g).

6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes and in particular notes no. (B) 3 and 14 in schedule 23 , give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

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

ANNEXURE TO THE AUDITORS REPORT

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

(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management / internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work. Further the differences, if any, arising out of such reconciliation so far have been adjusted and no serious discrepancies between book records and physical inventory have been noticed.

(c) Substantial part of fixed assets has not been disposed off during the year so as to affect the going concern.

2. (a) The inventory has been physically verified at reasonable intervals during the year by the ManagemenVInternal Auditors except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is 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 the 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 stocks, wherever ascertained were not significant and have been properly dealt with in the books of account.

3. (a) The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. However interest free unsecured advances have been given to four subsidiaries, the maximum balance outstanding at any time during the year and closing balance of such advances as on 31.03.11 wereRs. 298.80 Lacs and 204.36 lacs respectively. The advances to three subsidiaries have been adjusted during the year. Advance amounting to Rs. 204.36 lacs to one subsidiary will be realized / adjusted on implementation of the project. Accordingly clauses (b) and (c) of the Order are not applicable.

(b) There was no overdue amount of more than Rs. 1 lac in respect of the above advance granted by the Company.

(c) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly clauses (f) and (g) of the Order are not applicable.

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

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been duly entered in the register required to be maintained in pursuance of Section 301 of the Companies Act 1956.

(b) According to the information available and explanations given to us, the transactions made in pursuance of such contracts or arrangements aggregating during the year to Rs. 5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar items have been made with other parties.

6. (a) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public.

(b) There have been no proceedings before the Company Law Board, National Company Law Tribunal, Reserve Bank of India. any Court and any other Tribunal in this matter.

7. The Company has internal audit system commensurate with the size and nature of the business of the Company.

8. The Central Government has prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 for the Companys Cement, Jute , Power and Auto Trim Units. We have broadly reviewed such accounts and records and are of the opinion that prima facie the prescribed accounts and records have been maintained but no detailed examination of such records and accounts has been carried out by us.

9. (a) According to the information and explanations given to us and

on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees State Insurance, income-tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess and any other dues during the year with the appropriate authorities. According to information and explanations given to us no undisputed statutory dues as above were outstanding as at 31st March 2011 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess on account of any dispute. other than the following:

Name of Nature of Amount Period to which the Statute Dues (Rs. In Lacs) the amount relates

Sales Tax & Sales Tax& VAT 700.62 1993-2008

VAT Laws 1,477.61 1989-2008

176.34 1993-1994

Central Excise Excise Duty 1,391.15 1980-2010 Act, 1944 154.89 2008-2009

42.55 1988-1999

Finance Act, Service Tax 72.56 2008-2010

1944314.21 2005-2010

Income Tax Income Tax 4,102.73 2007-2008 Act, 1961



Name of the Statue Forum where pending

Sales Tax & VAT Laws Department/1st Appellate Authority Tribunals Honble High Court & above

Central Excise Act, 1944 Department/1st Appellate Authority

Tribunals

Honble High Court & above

Finance Act, 1944 Department/1st Appellate Authority Tribunals

Income Tax Act, 1961 Honble High Court & above

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

17. On the basis of our review of statements of accounts and as confirmed by the management, funds raised on short-term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The security/charges have been created in respect of the debentures issued.

20. The Company has not raised any money by way of public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For R R KHANDELWAL & CO. Chartered Accountants

Rajiv Singhi 1B, Old Post Office Street, Partner

Kolkata- 700 001 Membership No. 053518

Date : the 28th day of April, 2011. (Firm Registration No. 302050E)


Mar 31, 2010

We have audited the attached Balance Sheet of BIRLA CORPORATION LIMITED as at 31st March, 2010, the Profit & Loss Account and the Cash Flow Statement 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.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the act), we enclose as Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that

1) 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;

2) 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 and proper returns, adequate for the purpose of our audit, have been received from the sales depots not visited by us;

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

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

5) On the basis of the written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 except in case of Mr. N K Kejriwal, in absence of his declaration, we are unable to comment on his status under section 274(l)(g).

6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes and in particular notes no. (B) 3 and 14 in schedule 23 , give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT

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

(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management / internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work. The differences, if any, arising out of such reconciliation so far have been adjusted and no serious discrepancies between book records and physical inventory have been noticed.

(c) Substantial part of fixed assets has not been disposed off during the year so as to affect the going concern.

2. (a) The inventory has been physically verified at reasonable intervals during the year by the Management/Internal Auditors except in case of Soorah Jute Mills unit where verification could not be done due to suspension of work.

(b) In our opinion, the procedure of physical verification of inventory followed by the management is 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 the 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 stocks, wherever ascertained were not significant and have been properly dealt with in the books of account.

3. (a) The Company has not granted loans secured or unsecured to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. However interest free unsecured advances have been given to eight subsidiaries, the maximum balance outstanding at any time during the year and closing balance of such advances as on 31.03.10 wereRs.202.89 Lacs and 201.11 lacs respectively. The advances to seven subsidiaries have been adjusted during the year. Advance amounting to Rs. 201.11 lacs to one subsidiary will be realized/adjusted on implementation of the project. Accordingly clauses (b) and (c) of the Order are not applicable.

(d) There was no overdue amount of more than Rs.l lac in respect of the above advance granted by the Company.

(e) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly clauses (f) and (g) of the Order are not applicable.

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

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been duly entered in the register required to be maintained in pursuance of Section 301 of the Companies Act 1956.

(b) According to the information available and explanations given to us, the transactions made in pursuance of such contracts or arrangements aggregating during the year to Rs. Rs 5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar items have been made with other parties.

6. (a) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public.

(b) There have been no proceedings before the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any Court and any other Tribunal in this matter.

7. The Company has internal audit system commensurate with the size and nature of the business of the Company.

8. The Central Government has prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956for the Companys Cement, Jute, Power and Auto Trim Units. We have broadly reviewed such accounts and records and are of the opinion that prima facie the prescribed accounts and records have been maintained but no detailed examination of such records and accounts has been carried out by us.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees State Insurance, income-tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess and any other dues during the year with the appropriate authorities. According to information and explanations given to us no undisputed statutory dues as above were outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess on account of any dispute, other than the following :


Forum where dispute is pending Sales Tax Excise Duty Service Tax

Department / 1st Appellate Authority 2040.05 1504.53 131.51

Tribunals 181.32 152.29 229.24

High Courts 92.11 10.15 -

Total 2313.48 1666.97 360.75

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

17. On the basis of our review of statements of accounts and as confirmed by the management, funds raised on short-term basis have not been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The security in respect of debentures issued during the year is in the process of creation.

20. The Company has not raised any money by way of public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For HP. KHANDELWAL& CO. Chartered Accountants

Rajiv Singhi 1B, Old Post Office Street, Partner

Kolkata- 700 001 Membership No. 053518

Date : the 22nd day of April, 2010. (Firm Registration No. 302050E)

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