Auditor Report of Ellora Paper Mills Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of ELLORA PAPER MILLS LIMITED, ("the Company") which comprise the Balance Sheet as at 31st March 2014, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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.

Auditors'' 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 misstatements. 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

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 -

* In the case of Balance Sheet, of the State of affairs of the Company as at March 31,2014;

* In the case of the Statement of Profit and Loss, of the loss of the year ended on that date; and

* 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

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

As required by Section 227(3) of the Act, we report that:

* 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.

* 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.

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

* In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

* On the basis of the written representations received from the Director''s as on March, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.)

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

(b) The fixed assets of the Company are physically verified by the management according to a phased program designed to cover all the items over a period of one year, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to such program, a physical verification was carried out during the year and we were informed that no material discrepancies were noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory of the Company has been physically verified by the management during the year. In respect of inventory lying with third parties, these have been substantially confirmed by them. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business. c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

3. (a) The Company has not granted unsecured loans and Inter-corporate deposits to companies covered in the register maintained under section 301 of the Act. Hence, the provisions of Clause (3) (a), (b), (c), (d) of Paragraph 4 are not applicable to Company.

(b) The Company has not taken unsecured loans and Inter-corporate deposits from companies covered in the register maintained under section 301 of the Act. Hence, the provisions of Clause (3) (e), (f), (g), of Paragraph 4 are not applicable to Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

5. a) In our opinion and according to the information and explanations given to us, the transactions, that need to be entered into the

Register maintained under Section 301 of Act, have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. Therefore, the provisions of Section 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public are not applicable to the Company.

7. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Section 209 (1) (d) of the Act. We are of the opinion, that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

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

b) According to the information and explanations given to us, no arrears of undisputed provident Fund dues as at 31st March 2014 are remaining unpaid.

c) According to the information and explanations given to us, there are no dues in respect of sales tax, income tax, customs duty and cess, which, have not been deposited on account of any dispute.

9. The Company has no accumulated losses as at 31st Mach, 2014. The Company has not incurred cash loss during the financial year nor it has incurred cash losses in the immediately preceding financial year.

10. Based on our audit procedures and on the information and explanations given by the management, in our opinion, the company has not defaulted in repayment of dues to any bank or financial institution as at the balance sheet date.

11. The Company has not granted any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities.

12. The Company is not a Chit Fund, Nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the Order is not applicable.

13. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Order is not applicable.

14. The Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions, whereof, in our opinion, are prima facie prejudicial to the interest of the Company.

15. In our opinion and according to the information and explanations given to us and on an overall examination, the term loans have been applied for the purpose for which they were raised.

16. According to the information and explanation given to us, the Company has not raised any funds on short term basis. All assets have been funded by Shareholder''s Funds.

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

18. The Company has not issued any debentures. Accordingly, clause 4(xix) of the Order is not applicable.

19. The Company has not raised any money by public issue during the year. Accordingly clause 4(xx) of the Order is not applicable.

20. During the course of our examination of the books of account 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Place: Nagpur Date: 21.10.2014 For Bhattad & Associate Chartered Accounts Firm Registration No. 135948W

Sd/- R S Bhattad, Partner M. No. 014999

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Mar 31, 2013

We have audited the accompanying financial statements of ELLORA PAPER MILLS LIMITED, ("the Company") which comprise the Balance Sheet as at 31st March 2013, the statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for Hie Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 2II(3C) 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.

Auditors'' 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 misstatements.

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 lor our audit opinion.

Opinion

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 March 31, 2013;

(b) In the case of the Statement of Profit & Loss, of the Profit for the year ended on that dale; 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 section 227 (4A) of the Companies Act, 1956 of India and on the basis of such checks we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

e. On the basis of the written representations received from the Director''s as on March, 2013, 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 Section 274( 1 )(g) of the Act.

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

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

(b) The fixed assets of the Company are physically verified by the management according to a phased program designed to cover all the items over a period of one year, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to such program, a physical verification was carried out during the year and we were informed that no material discrepancies were noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory of the Company has been physically verified by the management during the year. In respect of inventory lying with third parties, these have been substantially confirmed by them. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

3. (a) The Company has not granted unsecured loans and Inter-corporate deposits to companies covered in the register maintained under section 301 of the Act. Hence, the provisions of Clause (3) (a), (b), (c), (d) of Paragraph 4 are not applicable to Company.

(b) The Company has not taken unsecured loans and Inter-corporate deposits from companies covered in the register maintained under section 301 of the Act. Hence, the provisions of Clause (3) (e), (f), (g), of Paragraph 4 are not applicable to Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

5. a) In our opinion and according to the information and explanations given to us, the transactions, that need to be entered into the Register maintained under Section 301 of Act, have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. Therefore, the provisions of Section 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public are not applicable to the Company.

7. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Section 209 (1) (d) of the Act. We are of the opinion, that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

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

(b) According to the information and explanations given to us, no arrears of undisputed provident Fund dues as at 31st March 2013 are remaining unpaid.

(c) According to the information and explanations given to us, there are no dues in respect of sales tax, income tax, customs duty and cess, which, have not been deposited on account of any dispute.

9. The Company has no accumulated losses as at 31st Mach, 2013. The Company has not incurred cash loss during the financial year but has incurred cash losses in the immediately preceding financial year.

10. Based on our audit procedures and on the information and explanations given by the management, in our opinion, the company has not defaulted in repayment of dues to any bank or financial institution as at the balance sheet date.

11. The Company has not granted any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities.

12. The Company is not a Chit Fund, nidhi, mutual benefit fund or a society. Accordingly clause 4(xiii) of the Order is not applicable.

13. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Order is not applicable.

14. The Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions, whereof, in our opinion, are prima facie prejudicial to the interest of the Company.

15. In our opinion and according to the information and explanations given to us and on an overall examination, the term loans have been applied for the purpose for which they were raised.

16. According to the information and explanation given to us, the Company has not raised any funds on short term basis. All assets have been funded by Shareholder''s Funds.

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

18. The Company has not issued any debentures. Accordingly, clause 4(xix) of the Order is not applicable.

19. The Company has not raised any money by public issue during the year. Accordingly clause 4(xx) of the Order is not applicable.

20. During the course of our examination of the books of account 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Bhattad Rathi & Co.

Firm Reg. No. 101353W

Chartered Accountants



Nagpur, R:S. Bhattad

2nd September 2013 Partner

M.No.014999

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Mar 31, 2010

1. We have audited the attached Balance Sheet of ELLORA PAPER MILLS LIMITED, as at 31st March, 2010, and the related Profit And Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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.

2. We 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 the significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "order"), issued by the Central Government of India in terms of sub-section (1A) of section 227 of the Companies Act, 1956, of India (the Act), and on the basis of such checks of the books and record 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 4 and 5 of the said Order.

4. Furtherto our comments in the Annexure referred to in Paragraph 3 above:

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 it appears from our examination of such books.

c. The Balance Sheet, Profit And Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, Profit And Loss Account and Cash Flow Statement 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, 20 0, and taken on record by the Board of Directors, we report that, prima facie, none of the Directors is d jquaiified as on 31 st March, 2010, from being appointed as a Director in terms of Sec.274(1 )(g) oftheCompaniesAct, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statement read together with the notes on the accounts give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India :-

i. in the case of Balance Sheet, of the state of affairs of the company as at 31 st March,2010; ii. inthecaseoftheProfitAndLossAccountofthenet profitforthe yearendedonthatdateand iii. in the case of the Cash Flow Statement, of the Cash Flows forthe year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of the Auditors Report of even date to the members of

Ellora Paper Mills Limited on the accounts for the year ended 31st March, 2010)

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

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

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory of the Company has been physically verified by the management during the year. In respect of inventory lying with third parties, these have been substantially confirmed by them. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

3. (a) The Company has not granted any interest free loans/advances repayable on demand to any firms in whom directors are interested as covered in the register maintained under section 301 of the Act. The Company has taken interest-bearing loans from directors, firms in whom directors are interested and relatives of directors as covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.3,73,40,768/- and the year-end balance of such advances was Rs.2,96,17,089/-.

(b) According to the information and explanations given to us, and in our opinion, the terms and conditions on which loans and advances have been given to or taken from parties listed in the register maintained under section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(c) The parties are regular in repaying the principal amounts.

(d) According to the information and explanations given to us, and in our opinion, reasonable steps have been taken by the Company for recovery of principal amounts.

4. In ouropinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and information and according to tne explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

5. (a) In our opinion and according to the information and explanations given to us, the transactions, that need to be entered into the Register maintained under Section 301 of Act, have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

6. The Company has accepted deposits from the public and complied with the directives issued by the Reserve Bank of India and the provisions of Section 58 Aand 58 AA of the Companies Act, 1956 and the Rules framed thereunder.

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

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Sectio i 209 (1) (d) of the Act. We are of the opinion, that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

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

(b) According to the information and explanations given to us, no arrears of undisputed Provident Fund dues as at March 31,2010 are remaining unpaid,

(c) According to the information and explanations given to us, there are no dues in respect of sales tax, income tax, customs duty and cess, which, have not been deposited on account of any dispute.

10. The Company has neither accumulated losses as at March 31,2010 nor has it incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. Based on our audit procedures and on the information ar,d explanations given by the management, in our opinion, the company has not defaulted in repayment of dues to any bank or financial institution as at the balance sheet date.

12. The Company has not granted any 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 or a society. Accordingly clause 4(xiii) of the Order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause4(xiv) of the Order is not applicable.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions, whereof, in our opinion, are prima facie prejudicial to the interest of the Company,

16. In our opinion and according to the information and explanations given to us and on an overall examination, the term loans have been applied for the purpose forwhich they were raised.

17. According to the information and explanation given to us, the Company has not raised any funds on short term basis. All assets have been funded by Shareholders Funds.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the CompaniesAct, 1956 during the year.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of the Order is not applicable.

20. TheCompany has notraised any money by public issue during the year.Accordinglyclause4(xx)oftheOrder is not applicable.

21. During the course of our examination of the books of account 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Bhattad Rathi & Co.

Firm Reg. No. 101353W Chartered Accountants

Nagpur R. S. Bhattad

6th September, 2010 Partner

M.No. 014999

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Mar 31, 2009

1. We have audited the attached Balance Sheet of ELLORA PAPER MILLS LIMITED/as at 31st March, 2009, and the related Profit And Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference Jo this report 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.

2. We 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 the significant estimates made. by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to in Paragraph 3 above:

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 it appears from our

V examination of such books.

c. The Balance Sheet, Profit And Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, Profit And Loss Account and Cash Flow Statement 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, 2009, and taken on record by the Board of Directors, we report that, prima facie, none of the Directors is disqualified as on 31st March, 2009, from being appointed as a Director in terms of Sec.274(l)(g) of the Companies Act, 1956.

f. In our Opinion and to the best of our information and according to the explanations given to us, the accounts read together with the other notes on the accounts give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:-

i. in the case of Balance Sheet, of the state of affairs of the company as at 31st March,2009;

ii. in the case of the Profit And Loss Account, of the net profit for the year ended on that date and iii. in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

For Bhattad Rathi & Co.

Chartered Accountants

Nagpur, R.S. Bhattad

10th July, 2009 Partner