Auditor Report of Control Print Ltd.

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of Control Print Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS 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 Ind AS Financial Statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flow and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit. We have taken into account the provisions of the Act and the rules made there under including 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 under section 143(10) of the Act and other applicable authoritative pronouncements 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 Standalone Ind AS financial statements are free from material misstatement.

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

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

Opinion

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

Other Matters

1. The financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at 1^st April, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by Dosi & Jain, Chartered Accountants, on which they expressed an unmodified opinion dated May 29, 2017 and May 25, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

2. We did not audit the financial statements of Colombo branch included in the standalone Ind AS financial statements of the company whose financial statements reflect total assets ofRs. 241.28 Lakhs as at March 31, 2018 and the total revenue of Rs. 83.77 Lakhs for the year ended on that date, as considered in the financial statements of above branch has been audited by the branch auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of branch, is based solely on the report of such branch auditor.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 (the “Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (“the Order”), and on the basis of examination of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, 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 purpose of our audit;

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

c. The Balance Sheet, Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act;

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refers to our separate report in Annexure ‘B’;

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

i. The Company has disclosed the impact of pending litigation as at March 31, 2018 on its financial position in its Standalone Ind AS financial statements - Refer Note 41

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

ANNEXURE- ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

1) In respect of Fixed Assets:

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

(b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year and whatever discrepancies noticed on such verification has been properly dealt in the books of accounts.

(c) The title deeds of immovable properties, as disclosed in Note 2 on property, plant and equipment to the standalone Ind AS financial statements, are held in the name of the Company.

2) As per the information and explanations given to us, the inventories have been physically verified at reasonable intervals during the year by the management except materials lying with third parties, where confirmations are obtained. The discrepancies noticed on the physical verification of inventory as compared to book stock have been properly dealt with in the books of accounts by the Company by writing off inventories amounting to Rs. 612.85 Lakhs during the year.

3) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3 (iii) (a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

There is a transfer of Rs. 3.33 Lakhs during the year along with the opening outstanding balance of Rs. 29.69 Lakhs, (outstanding as on year end Rs. 33.02 Lakhs) granted to the wholly owned subsidiary of the company Liberty Chemicals Private Limited.

4) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act 2013, with respect to Loans and Advances made, guarantees given and investments made.

5) The Company has not accepted any deposits during the year from the public covered under Sections 73 to 76 of the Companies Act 2013.

6) As informed to us, the Central Government has prescribed maintenance of cost records under section 148(1) of the Act. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31, 2018 on account of disputes are given below:

Rs. in Lakhs

Name of Statute	Nature of Dues	Forum where dispute is pending	Amount (Involved)	Amount (Paid)	Amount (Unpaid)
Central Sales Tax Act, Local Sales Tax Act	Sales Tax for FY 2010-11	DCST (Appeals), Mumbai	95.04	44.00	51.04
	Sales Tax for FY 2012-13	DCST (Appeals), Mumbai	154.00	57.28	96.72
	Sales Tax for FY 2014-15	Asst. Comm. Of Sales Tax, Noida	6.89	-	6.89
	Sales Tax for FY 2009-10	DCST (Appeals), Shimla	139.32	7.00	132.32

8) According to the records of the Company examined by us and the information and explanations provided to us, the Company has not defaulted in repayment of loans or borrowings to any Financial Institutions or Banks or dues to debenture holders as at the Balance Sheet date.

9) In our opinion, and according to the information and explanations given to us, the company has not raised any money by way of term loans or initial public offer or further public offer including debt instruments during the year.

10) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

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

12) The company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, accordingly, the provisions of clause 3(XII) of the Order are not applicable.

13) The Company has entered into transactions with related parties in compliance with sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Standalone Ind AS financial statements as required under Ind AS 24, Related Party Disclosures specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

14) The Company has not made any preferential allotment of shares or fully or partly converted debentures during the year. However, the Company has raised Rs. 3,000 Lakhs through Qualified Institutional Placement (“QIP”) by allotting 6,59,340 Equity Shares at a price of Rs. 455 per share. The QIP placement is in compliance with section 42 of the Companies Act, 2013. Further the Company has disclosed the end use of money received from QIP in Note No. 45 of notes to the Standalone Ind AS financial statements and the same has been verified by us.

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

16) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

ANNEXURE- ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of Control Print Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for the Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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

For Jhawar Mantri & Associates

Chartered Accountants

Firm Registration Number: 113221W

Naresh Jhawar

Partner

Membership No. 045145

Place: Mumbai

Dated: May 25, 2018

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Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Control Print Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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.

2. We have relied on financials of the foreign branch audited by the Firm of Chartered Accountants who have issued the audit report thereof in Sri Lanka.

Management's Responsibility for the (Standalone) * Financial Statements

3. The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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

4. Our responsibility is to express an opinion on these 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 and other applicable authoritative pronouncements 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.

5. 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 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 accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the 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 Balance Sheet of the state of affairs of the Company as at 31st March 2015,

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

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

Report on Other Legal and Regulatory Requirements

8. 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, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us. We give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014

e) On the basis of written representations received from the Directors as on March 31,2015, and 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) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company has pending litigations which would impact its financial position as referred to in Note No 36 (i) (B) of the accounts on Contingent Liabilities not provided for

Financial Year Name of Statute Nature of Dues Amount

2007- 2008 Central Sales Tax CST liability 925,147/- Act 1956

2008- 2009 Central Sales Tax CST Liability 4,057,828/- Act,1956

2009- 2010 Central Sales Tax CST Liability 6,904,384/- 1956

Financial year Forum where dispute is pending

2007-2008 Joint Commissioner of Sales Tax Appeals -(Mumbai)

2008-2009 Joint Commissioner of Sales Tax Appeals -(Mumbai)

2009-2010 Joint Commissioner of Sales Tax Appeals- Mumbai

ii. The Company has made provision as on 31st Mach 2015 as required under the applicable law or accounting standard for material forseeable losses did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. The Company during the year under report has transferred Rs. 229,963/- for the year 2005-06 with a delay of approximately one year and Rs. 332,958/- for 2006-07 to the Investor Education and Protection Fund.

Annexure referred to in paragraph 7 Our Report of even date to the members of Control Print Limited on the accounts of the Company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i) In respect of Fixed Assets

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

b) As explained to us, fixed assets have been physically verified by an outsourcing corporate agency at the year end ; As informed to us, few discrepancies were noticed on such verification which have been properly dealt in the books of accounts. The company has initiated measures to implement the suggestions made by them.

c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year.

ii) In respect of Inventories

a) The inventories have been physically verified by an outsourcing corporate agency by following reasonable and adequate procedures during the year end based on the inventory records maintained.

b) The material discrepancies noticed on the verification between physical stocks and book stocks have been properly dealt with in the books of accounts by the company. The company has initiated measures to implement the suggestions made by them.

iii) The company has not granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 189 of the Act during the year.

There is an outstanding balance of Rs. 900,000/- towards loan granted in the earlier year to the wholly owned subsidiary company Liberty Chemicals Private Limited.

iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

vi) As informed to us, the Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act. The company has appointed the Cost Auditor whose report has been received upto the financial year 2012-13.

vii) In respect of Statutory dues

(a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India. According to the information and explanations given to us ,there are no other undisputed amounts outstanding as on 31st March, 2015 for a period of more than six months from the date they become payable by the company except payment of service tax Rs. 2,340,734/- which is appearing as payable by the company for which the reconciliation with the income receivable of earlier period is in progress.

(b) According to the information and explanations given to us and based on the records of the company examined by us, dues of Central Sales Tax Rs. 11,887,359/- which have not been deposited on account of disputes are referred to in Note No 9 (f)(i) of our Independent Audit Report of even date.

(c) There has been a transfer of during the year under report to transfer Rs. 229,963/- for the year 2005-06 with a delay of approx. one year and Rs. 332,958/- for the year 2006-07 to the Investor Education and Protection Fund.

viii) The Company does not have accumulated losses and has not incurred cash losses during the financial year covered under audit and in the immediately preceding financial year.

ix) As per the information and explanations given to us, the Company has filed the suit before the Honorable High Court of Mumbai for recovery and damages against IDBI for wrongful appropriation for sale of promoters/guarantors shares in the earlier year which is still pending. There is no amount outstanding to the financial institution as the disputed amount is already appropriated.

x) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi) In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

xii) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For Dosi and Jain Chartered Accountants Firm Registration No 112435W

Chandresh Gandhi Partner

Place: Mumbai Dated: 30th June, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Control Print Limited ("the Company"), which comprise the Balance Sheet as at March 31st,2014, 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

The 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 under the Companies Act, 1956 ("The Act") read with General Circular 15/2013 dated 13th September,2013 of Ministry of Company Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true fair view and are free from material misstatement 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. These 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 31st, 2014;

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

( c) In the case of the Cash Flow statement, of the Cash Flows of the Company 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") 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 notified under the Act read with General Circular 15/2013 dated 13th September,2013 of Ministry of Corporate 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 AUDITOR''S REPORT As referred to in paragraph 2 of our report of even date to the members of Control Print Ltd., on the accounts for the year ended 31st March, 2014

i. In respect of Fixed Assets

(a) The Company has maintained records showing particulars including quantitative details and situation of Fixed Assets which needs updation and reconciliation with the physical records.

(b) The Company needs to carry out physical verification of assets in a phased manner.

(c) In our opinion, the company has not disposed off a subtantial part of its fixed assets during the year.

ii. In respect of inventories

(a) The inventories have been physically verified by the management at reasonable intervals during the year on a selective basis.

(b) In our opinion the procedures followed for physical verification of stocks is reasonable and adequate considering the nature of the business and size of the Company.

(c) The Company has maintained proper records of inventories. In our opinion the discrepancies noticed on the verification between physical stocks and book stocks were not material having regard to the size of the operations of the Company and have been properly dealt with in the books of accounts.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has not accepted any loan from related parties during the year. Consequently, the balance clauses are not applicable to the company.

(b) The Company has granted interest free loan Rs 9,00,000/- during the year to the wholly owned subsidiary company Liberty Chemicals Private Limited as covered in the Register maintained under Section 301 of the Companies Act, 1956. The said loan is outstanding at the end of the year .

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and Fixed Assets and for 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. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, we are of the opinion that transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) (b) In our opinion and according to the explanations given to us, transactions in pursuance of contracts or arrangements entered in register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/-(Rupees Five Lacs only) or more in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

vi. According to the information and explanation given to us, the company has not accepted any deposit from the public.Therefore, the provisions of Clause (vi)of paragraph 4 of the order are not applicable to the Company.

vii. In our opinion, the Company needs to strengthen the Internal Audit System to commensurate with the size and nature of its business especially in respect of its manufacturing operations

viii. We are informed that the Central Government has prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and the Company has appointed the cost auditor has been received upto the financial year 2012-13.

ix. In respect of the statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income- Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax and other statutory dues have been regularly deposited with the appropriate authorities. According to

the information and explanation given to us, there are no other undisputed amounts st outstanding as on 31 March, 2014 for a period of more than six months from the date they become payable except payment of service tax Rs. 23,40,374/- which is appearing as payable by the company for which the reconciliation with the income receivable of earlier period is in progress.

(b) According to the information and explanation given to us and records of the Company, there is a disputed demand payable by the company in respect of for which the company has filed appeals before the following authorities:

Financial Name of Nature of Amount Forum where Year Statute Dues dispute is pending

2005-2006 Central Sales CST liability 33,27,458/- Joint Commissioner Tax Act''1956 of Sales Tax Appeals - (Mumbai)

2005-2006 Maharastra Value Added 4,73,777/- Joint Commissioner Value Added Tax Liability of Sales Tax Appeals Tax Act''2002 - (Mumbai)

x. The Company does not have accumulated losses and has not incurred cash loses during the financial year covered by audit and in the immediately preceding financial year.

xi. As per the information and explanations given to us, The company has filed the suit before the Honorable High Court of Mumbai for recovery and damages against IDBI for wrongful appropriation for sale of promoters/guarantors shares in the earlier year which is still pending. There is no amount outstanding to the financial institution as the disputed amount is already appropriated.

xii. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund/mutual benefit fund/society. Therefore,the provisions of clause 4

(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

xiv. In respect of company''s investments proper records have been maintained for all transactions and contracts and entries therein have generally been made on timely basis. All shares, securities, debentures and other investments have been held by the company in its own name except as permissible under section 49 of the Companies Act, 1956.

xv. In our opinion and according to the information and explanation given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

xvi. The term loans outstanding at the beginning of the year and those raised during the year.

xvii. According to the information and explanation given to us and over all examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any amount from short term sources towards repayment of long-term borrowings and acquisition of fixed assets and funds raised on long term basis have not been used for short term investment.

xviii. The Company has raised the money through Preferential issue of warrants pending allotment from the parties and companies whose names appear in register maintained under section 301 of the Companies Act''1956. In our opinion ,the price at which the shares are issued are not prejudicial to the interest of the company.

xix. The Company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

xx. The Company has not raised any money by way of public issue during the year and therefore the question of disclosing the end use of money does not arise.

xxi. Based on the audit procedures performed and according to the information and explanation given to us by the management, no fraud on / by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For Dosi & Jain Chartered Accountants FRN 112435W

(Chandresh Gandhi) Partner Place: Mumbai M.No 43172 Dated: 30 May,2014

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Mar 31, 2013

We have audited the accompanying financial statements of Control Print 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

The 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 controls relevant to the preparation and presentation of the financial statements that give a true fair view and are free from material misstatement 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. These 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, 2013;

(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.

Report on other Legal and 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 sub-section (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.

ANNEXURE TO THE AUDITOR''S REPORT

As referred to in paragraph 2 of our report of even date to the members of Control Print Ltd., on the accounts for the year ended 31st March, 2013

i. In respect of Fixed Assets

(a) The Company has maintained records showing particulars including quantitative details and situation of Fixed Assets which needs updation and reconciliation with the physical records.

(b) The Company needs to carry out physical verification of assets in a phased manner.

(c) In our opinion, the company has not disposed off a subtantial part of its fixed assets during the year.

ii. In respect of inventories

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

(b) In our opinion the procedures followed for physical verification of stocks is reasonable and adequate considering the nature of the business and size of the Company.

(c) The Company has maintained proper records of inventories. In our opinion the discrepancies noticed on the verification between physical stocks and book stocks were not material having regard to the size of the operations of the Company and have been properly dealt with in the books of accounts.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has not accepted any loan from related parties during the year.

(b) The Company has not given any loan during the year to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the balance clauses are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and Fixed Assets and for 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. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, we are of the opinion that transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the explanations given to us, transactions in pursuance of contracts or arrangements entered in register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs.5,00,000/-(Rupees Five Lacs only) or more in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

vi. According to the information and explanation given to us, the company has not accepted any deposit from the public.Therefore, the provisions of Clause (vi)of paragraph 4 of the order are not applicable to the Company.

vii. In our opinion, the Company needs t© strengthen the Internal Audit System to commensurate with the size and nature of its business especially in respect of its manufacturing operations

viii. We are informed that the Central Government has prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and the Company has appointed the cost auditor during the year whose report is-still awaited.

ix. In respect of the statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income- Tax, Sales Wealth Tax, Custom Duty, Excise Duty, Service Tax and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanation given to us, there are no other undisputed amounts outstanding as on 31st March, 2013 for a period of more than six months from the date they become payable, except payment of service tax Rs.23,44,682/- which is appearing as payable by the company for which the reconciliation with the income receivable of earlier period is in progress.

x. The Company does not have accumulated losses and has not incurred cash loses during the financial year covered by audit and in the immediately preceding financial year.

xi. As per the information and explanations given to us, the company has filed the suit before , the Honorable High Court of Mumbai for recovery and damages against IDBI for wrongful appropriation for sale of promoters/guarantors shares in the earlier year which is still pending. There is no amount outstanding to the financial institution as the disputed amount is already appropriated.

xii. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund/mutual benefit fund/society. Therefore,the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

xiv. In respect of company''s investments proper records have been maintained for all transactions and contracts and entries therein have generally been made on timely basis. All shares, securities, debentures and other investments have been held by the company in its own name except as permissible under section 49 of the Companies Act, 1956.

xv. In our opinion and according to the information and explanation given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

xvi. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

xvii. According to the information and explanation given to us and over all examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any amount from short term sources towards repayment of long-term borrowings and acquisition of fixed assets and funds raised on long term basis have not been used for short term investment.

xviii. The Company has raised the money through Preferential allotment from the parties and companies whose names appear in register maintained under section 301 of the Companies Act''1956.

xix. The Company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

xx. The Company has not raised any money by way of public issue during the year and therefore the question of disclosing the end use of money does not arise.

xxi. Based on the audit procedures performed and according to the information and explanation given to us by the management, no fraud on / by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For Dosi & Jain

Chartered Accountants FRN 112435W

(Chandresh Gandhi)

Partner

Place: Mumbai M.No 43172

Dated: 30th May,2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Control Print Limited as at 31st March, 2012 and Statement of Profit and Loss of the company and 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.

1. 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 test basis, evidence supporting the amount 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 of our opinion.

2. As required by Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, and as per the information and explanation furnished to us and the books and records examined by us in the normal course of audit, we enclose in the Annexure, a statement on the matters specified in paragraph 4and 5 of the Order.

3. Further too ur comments in the Annexure referred to in paragraph 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 purposes 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 and proper returns adequate for the purpose of our audit have been received from branches not visited by us.

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, Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956.

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

f) In our opinion, according to the information and explanation given to us, they said accounts read together with notes thereon and the accounting policies give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in the conformity with the accounting principles generally accepted in India:

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

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

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

Annexure To The Auditor's Report

As referred to in paragraph 2 of our report of even date to the members of Control Print Ltd., on the accounts for the year ended 31st March 2012

I. In respect of Fixed Assets

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

(b) As explained to us all the fixed assets have been physically verified by the management in a phased periodic manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year.

ii. In respect of inventories

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

(b) In our opinion the procedures followed for physical verification of stocks is reasonable and adequate considering the nature of the business and size of the Company.

(c) The Company has maintained proper records of inventories. In our opinion the discrepancies noticed on the verification between physical stocks and book stocks were not material having regard to the size of the operations of the Company and have been properly dealt with in the books of accounts.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to /from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956:

(a) The Company has not accepted any loan from related parties during the year. However, the maximum amount outstanding of Rs 4.25,00,000 in respect of earlier years loan taken has been repaid during the year.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans accepted by the Company, are not prima facie prejudicial to the interest of the Company.

(c) The principal amounts are repayable on demand and there is no repayment schedule. The interests is payable on demand.

(d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does notaries. In respect of interest, there are no overdue amounts.

(e) The Company has not given any loan during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

Consequently, the requirements of Clauses (iii) (b), (c) and (d) of paragraph 4 of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and Fixed Assets and for 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. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, we are of the opinion that transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the explanations given to us, transactions in pursuance of contracts or arrangements entered in register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs.500000/-(Rupees Five Lacs only) or more in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

vi. According to the information and explanation given to us, the company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi)of paragraph 4 of the order are not applicable to the Company.

vii. In our opinion, the Company has developed an Internal Audit System commensurate with the size and nature of its business.

viii. We are informed that the Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956.

ix. In respect of the statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax and other statutory dues have been regularity deposited with the appropriate authorities. According to the information and explanation given to us, there are no other undisputed amounts outstanding as on 31st March, 2012 for period of more than six months from the date they become payable, except payment of service tax Rs 28,23,429/-which is appearing as payable by the company for which the reconciliation with the income receivable of earlier period is in progress.

(b) According to the information and explanation given to us and records of the Company, there are no disputed demands payable by the company

x. The Company does not have accumulated losses and has not incurred cash loses during the financial year covered by audit and in the immediately preceding financial year.

xi. As per the information and explanations given to us, the Company has filed the suit before the Honorable High Court of Mumbai for recovery and damages against IDBI for wrongful appropriation by sale of promoters / guarantors shares in the earlier year which is still pending. There is no amount outstanding to the financial institution as the disputed amount is already appropriated.

xii. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chitfund/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) 0rder2003 is not applicable to the Company.

xiv. In respect of company's investments proper records have been maintained for all transactions and contracts and entries therein have generally been made on timely basis. All shares, securities, debentures and other investments have been held by the company in its own name except as permissible under section 49 of the Companies Act, 1956.

xv. In our opinion and according to the information and explanation given to us, the Company has not given guaranteesfor loans taken by others from banks or financial institutions.

xvi. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

xvii. According to the information and explanation given to us and over all examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any amount from short term sources towards repayment of long-term borrowings and acquisition of fixed assets and funds raised on long term basis have not been used for short term investment.

xviii. The Company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

xix. The Company has not raised any money by way of public issue during the year and therefore the question of disclosing the end use of money does not arise.

xx. Based on the audit procedures performed and according to the information and explanation given to us by the management, no fraud on / by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For Dosi& Jain Chartered Accountants

Reg No. FRN112435W



Chandresh Gandhi

Partner

Membership No. 43172

Date: 27 June, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of Control Print Limited as at 31st March, 2011 and Profit and Loss Account 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 have conducted our audit in accordance with 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 misstatement. An audit includes examining, on test basis, evidence supporting the amount 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 of our opinion.

2. As required by Companies (Auditor's Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, and as per the information and explanation furnished to us and the books and records examined by us in the normal course of audit, we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the Order.

3. Further to our comments in the Annexure referred to in paragraph 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 and proper returns adequate for the purpose of our audit have been received from branches not visited by us.

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

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

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

f) In our opinion, according to the information and explanation given to us, the said accounts read together with notes thereon and the accounting policies give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in the conformity with the accounting principles generally accepted in India:

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

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

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

Annexure To The Auditor's Report

As referred to in paragraph 2 of our report of even date to the members of Control Print Ltd., on the accounts for the year ended 31st March 2011

i. In respect of Fixed Assets

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

(b) As explained to us during the year the Company has verified most of the Fixed Assets at various locations and no material discrepancies have been noticed on such verification. In our opinion the frequency of such verification is reasonable and adequate to the size of the Company and nature of the business.

(c) There are no substantial fixed assets disposed off during the year. ii. In respect of inventories

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

(b) In our opinion the procedures followed for physical verification of stocks is reasonable and adequate considering the nature of the business and size of the Company.

(c) The Company has maintained proper records of inventories. In our opinion the discrepancies noticed on the verification between physical stocks and book stocks were not material having regard to the size of the operations of the Company and have been properly dealt with in the books of accounts.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has accepted loan from three related parties. The maximum amount outstanding during the year was Rs. 345 lacs and year end balance is Rs. 225 lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans accepted by the Company, are not prima facie prejudicial to the interest of the Company.

(c) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

(d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise. In respect of interest, there are no overdue amounts.

(e) The Company has not given any loan during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii) (b),(c) and (d) of paragraph 4 of the Order are not applicable.

iv. 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 with regard to purchases of inventory and Fixed Assets and for the sale of goods and services.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, we are of the opinion that transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the explanations given to us, transactions in pursuance of contracts or arrangements entered in register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/-(Rupees Five Lacs only) or more in respect of a party is reasonable having regard to the prevailing market prices at the relevant time.

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

vii. The Company has developed an Internal Audit System commensurate with the size and nature of its business.

viii. We are informed that the Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956.

ix. In respect of the statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Wealth Tax, Custom Duty, Excise Duty, Service Tax and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanation given to us, there are no other undisputed amounts outstanding as on 31st March, 2011 for a period of more than six months from the date they become payable, except payment of Service Tax on Royalties, Technical Services & Professional fees amounting to Rs. 2,569,561.33 which is payable by the company and the amount has since been deposited.

(b) According to the information and explanation given to us and records of the Company, there are no disputed demands payables by the company.

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

xi. As per the information and explanations given to us, the matter in respect of payment of dues to IDBI which has been appropriated by sale of promoters/guarantors shares in the previous year is still pending before the Honorable High Court of Mumbai. There is no amount outstanding to the financial institution as the disputed amount is already appropriated.

xii. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

xiv. In respect of company's investments proper records have been maintained for all transactions and contracts and entries therein have generally been made on timely basis. The shares, securities, debentures and other investments have been held by the company in its own name except as permissible under section 49 of the Companies Act, 1956.

xv. In our opinion and according to the information and explanation given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

xvi. In our opinion and according to the information and explanation given to us, the term loan has been applied for the purpose for which they were raised.

xvii. According to the information and explanation given to us and over all examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any amount from short term sources towards repayment of long-term borrowings and acquisition of fixed assets and funds raised on long term basis have not been used for short term investment.

xviii. During the year, the Company has made preferential allotment of 3,75,000 equity shares to the parties covered under Section 301 of the Companies Act,1956. In our opinion, the said allotment and pricing of the shares have been made in accordance with the SEBI guidelines and hence the prices are not prejudicial to the interests of the company.

xix. The Company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

xx. The Company has not raised any money by way of public issue during the year and therefore the question of disclosing the end use of money does not arise.

xxi. Based on the audit procedures performed and according to the information and explanation given to us by the management, no fraud on / by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For Dosi & Jain Chartered Accountants Reg No. FRN 112435W

Chandresh Gandhi Partner Membership No.43172

Place : Mumbai Date : 17 June, 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of Control Print Limited as at 31st March, 2010 and Profit and Loss Account 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 have conducted our audit in accordance with 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 misstatement. An audit includes examining, on test basis, evidence supporting the amount 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 of our opinion.

2. As required by Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, and as per the information and explanation furnished to us and the books and records examined by us in the normal course of audit, we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the Order.

3. Furtherto our comments in the Annexure referred to in paragraph 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 ouropinion, proper books ofaccounts 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 branches not visited by us.

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

d) In ouropinion, Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in Sub- section (3C) of section 211 of the Companies Act, 1956 except for Note No.(l) 6 b of Schedule U

e) On the basis of the written representations received from the directors as on 31st March 2010, and the same being taken on record by the Board of Directors, we report that none of the directors is disqualified as a director in terms of section 274 (1)(g) of the Companies Act, 1956.

f) In ouropinion, according to the information and explanation given to us, the said accounts subject to: Note (I) 6 b of Schedule U regarding provision for leave encashment on cash basis and, read together with notes thereon and the accounting policies give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in the conformity with the accounting principles generally accepted in India.

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

2) In case of Profit and Loss Account, of profits of the Company for the year ended on that date

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

Annexure To The Auditors Report

As referred to in paragraph 2 of our report of even date to the members of Control Print Ltd., on the accounts for the year ended 31st March 2010

1) Inrespect of Fixed Assets:

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

(b) As explained to us during the year the Company has verified most of the Fixed Assets at various locations and no material discrepancies have been noticed on such verification. In our opinion the frequency of such verification is reasonable and adequate to the size of the Company and nature of the business.

(c)There are no substantial fixed assets disposed off during the year except as stated in Note no. (H)(5) of Schedule "U" - Notes to accounts.

2) In respectof inventories:

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

(b) In our opinion the procedures followed for physical verification of stocks is reasonable and adequate considering the nature of the business and size of the Company.

(c) The Company has maintained proper records of inventories. In our opinion the discrepancies noticed on the verification between physical stocks and book stocks were not material having regard to the size of the operations of the Company and have been properly dealt within the books of accounts.

3) The Company has not taken or granted any loans secured or unsecured to/from Companies firms or other partners listed in the register maintained under Section 301 of the Companies Act, 1956 and accordingly the clause 4(iii) of the Companies (Auditors Report) Order, 2003 is not applicable.

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 with regard to purchases of inventory and Fixed Assets and for the sale of goods and services.

5) In respectof transactions covered underSection 301 of the CompaniesAct, 1956:

(a) In our opinion and according to the information and explanations given to us, we are of the opinion that transactions that need to be entered in the register maintained under section 301 of the CompaniesAct, 1956 have been so entered.

(b) Inouropinionandaccordingtotheexplanationsgiventous,transactions in pursuance of contracts or arrangements entered in register maintained under Section 301 of the Companies Act, 1956 aggregating duringtheyearto?5,00,000/-(?FiveLacsonly)ormoreinrespectofa party is reasonable having regard to the prevailing market prices at the relevant time.

6) The Company has not accepted any deposits from the public.

7) The Company has developed an Internal Audit System commensurate with the size and nature of its business.

8) We are informed that the Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the CompaniesAct, 1956.

9) In respect of the statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Wealth Tax, Custom Duty, Excise Duty, Service Tax and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanation given to us, there are no other undisputed amounts outstanding as on 31 st March, 2010 for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us and records of the Company, there are no disputed demands payables by the Company

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

11) As per the information and explanations given to us, the matter in respect of payment of dues to IDBI which has been appropriated by sale of promoters/guarantors shares in the previous year is still pending before the Honorable High Court of Mumbai. There is no amount outstanding to the financial institution as the disputed amount is already appropriated.

12) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the Company is not a chit fund/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

14) In respect of companys investments proper records have been maintained for all transactions and contracts and entries therein have generally been made on timely basis. The shares, securities, debentures and other investments have been held by the Company in its own name except as permissible under Section 49 of the Companies Act, 1956.

15) In our opinion and according to the information and explanation given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

16) In our opinion and according to the information and explanation given to us, the term loan has been applied for the purpose forwhich they were raised.

17) According to the information and explanation given to us and over all examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any amount from short term sources towards repayment of long-term borrowings and acquisition of fixed assets and funds raised on long term basis have not been used for short term investment.

18) During the year, the Company has made preferential allotment of 3,50,000 equity shares to the parties covered under Section 301 of the Companies Act, 1956. In our opinion, the said allotment and pricing of the shares have been made in accordance with the SEBI guidelines and hence the prices are not prejudicial to the interests of the Company.

19) The Company has not issued any debentures and therefore the question of creating security in respect thereof does not arise.

20) The Company has not raised any money by way of public issue during the year and therefore the question of disclosing the end use of money does not arise.

21) Based on the audit procedures performed and according to the information and explanation given to us by the Management, no fraud on / by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

Place: Mumbai Chandresh Gandhi For Dosi &Jain

Date- 07/08/2010 Partner Chartered Accountants

Membership No.43172 Reg No. FRN 112435W