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Auditor Report of Ess Dee Aluminium Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Ess Dee Aluminium Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information hereafter referred to as financial statements.

2. Management''s responsibility for the 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

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

3.2 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.

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

3.4 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 purpose of expressing an opinion on whether the Company has in place an adequate internal financial control systems 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 Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

4. 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, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

5. Emphasis of Matters

We invite attention to Note no. 29.02 of the financial statements regarding the contingent liability with regard to proceedings under the Income tax Act, 1961 including non-filing of return for the financial year 2013-14. The Company has been advised by its tax consultants that the possibility of a liability higher than what has been provided is remote.

Our opinion is not modified in respect of this matter.

6. Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Companies Act 2013, 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 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, aforesaid financial statements comply with the Accounting Standards referred to in Section 133 of the Companies Act, 2013 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 records by 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.

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

(i) The Company has disclosed the impact of pending litigations in its financial statements. - Refer note 29.02 of financial statements.

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

(iii) There were no delays in transferring amounts to the Investor Education and Protection Fund during the year by the Company.

8. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, and on the basis of such checks of the books of account 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 .

Annexure to the Independent Auditors'' Report

(Referred to in paragraph 9 of our report of even date)

i. (a) The Company has maintained unit wise fixed assets records and / or compiled item wise list showing particulars of all its fixed assets. The aggregate value shown by these records agrees with the gross value of fixed assets as per the books of account of the Company. However, these are not proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Based on the information and explanations furnished to us, the Company has not physically verified fixed assets during the year as per its cycle of verification. Accordingly, we are unable to state whether material discrepancies were noticed.

ii. (a) As explained to us inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory except for stores and spares. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account

iii. The Company has granted an interest free unsecured loan whose balance as on March 31, 2015 is Rs. 1363.12 lacs to its wholly owned overseas subsidiary, Ess Dee Aluminium Pte Limited, Singapore a party covered in the register maintained under Section 189 of the Companies Act, 2013.

(a) The interest free loan does not stipulate any terms and conditions of repayment

(b) In view of the above the question of the loan being overdue does not arise

iv. In our opinion and according to the information and explanations given to us, subject to our remarks in clause (i) and

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

v. According to the information and explanations given to us the Company has not accepted any deposits.

vi. We have broadly reviewed the cost records maintained by the Company relating to the manufacturing activities pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost 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.

vii. (a) According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service tax, Customs Duty, Excise Duty and cess with the appropriate authorities, though there have been delays in few cases. There are no undisputed statutory dues outstanding as of March 31, 2015 for a period of more than six months except payment of income tax of Rs. 1077.43 lacs for the financial year 2013-14 and Rs. 939.92 lacs for the financial year 2014-15. Further, the following are not paid :-

Dues of Deferred Sales Tax, aggregating Rs. 2,020.83 lacs, as set out below, which is outstanding as at the end of the year:-

Period to which the amount relates Due Date Amt (Rs. in Lacs)

Quarter ended 30.09.96 31.10.05 12.98

Quarter ended 31.12.96 31.01.06 25.62

Quarter ended 31.03.97 30.04.06 31.45

Quarter ended 30.06.97 31.07.06 29.76

Quarter ended 30.09.97 31.10.06 42.45

Quarter ended 31.12.97 31.01.07 51.39

Quarter ended 31.03.98 30.04.07 51.58

Quarter ended 30.06.98 31.07.07 33.74

Quarter ended 30.09.98 31.10.07 48.82

Quarter ended 31.12.98 31.01.08 41.61

Quarter ended 31.03.99 30.04.08 53.02

Quarter ended 30.06.99 31.07.08 65.44

Quarter ended 30.09.99 31.10.08 79.66

Quarter ended 31.12.99 31.01.09 89.31

Quarter ended 31.03.00 30.04.09 84.82

Quarter ended 30.06.00 31.07.09 68.94

Quarter ended 30.09.00 31.10.09 67.52

Quarter ended 31.12.00 31.01.10 71.84

Quarter ended 31.03.01 30.04.10 71.55

Quarter ended 30.06.01 31.07.10 76.21

Quarter ended 30.09.01 31.10.10 68.58

Quarter ended 31.12.01 31.01.11 56.70

Quarter ended 31.03.02 30.04.11 53.37

Quarter ended 30.06.02 31.07.11 59.68

Quarter ended 30.09.02 31.10.11 61.58

Quarter ended 31.12.02 31.01.12 45.93

Quarter ended 31.03.03 30.04.12 30.45

Quarter ended 30.06.03 31.07.12 35.84

Quarter ended 30.09.03 31.10.12 39.05

Quarter ended 31.12.03 31.01.13 39.16

Quarter ended 31.03.04 30.04.13 39.57

Quarter ended 30.06.04 31.07.13 46.95

Quarter ended 30.09.04 31.10.13 43.41

Quarter ended 31.12.04 31.01.14 66.77

Quarter ended 31.03.05 30.04.14 60.46

Quarter ended 30.06.05 31.07.14 53.54

Quarter ended 30.09.05 31.10.14 63.48

Quarter ended 31.12.05 31.01.15 58.60

Note: Interest due on above Rs. 1130.93 lacs

Municipal taxes in respect of property at Gopalpur since 2012, amount not ascertained.

(b) The disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:-

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

West Bengal Sales Tax 1,710.41 1982-1984, 1986-1988, Revision Board Sales Tax Act/ 1993-94, 1999-2001 (Tribunal) West Bengal & 2003-04

Value Added Tax Act/ Central Sales Tax Act

451.39 2002-03 to 2003-04 WB Taxation Tribunal

(103.44) 2004-05 to 2010-11 Sr. Joint Commissioner (Appeals) /

Deputy Commissioner (Appeals)

584.25 2011-12 Central Audit Cell

Goa Sales Tax/VAT/ Sales Tax 119.93 2007-08 to 2010-11 Commissioner Appeals Central Sales Tax

Total 2,762.54

Central Excise Act Excise Duty 1,319.56 1986 to 2014 Commissioner of Central Excise Central Excise Act Excise Duty 133.58 2006-07 to Oct 2009 Commissioner of Central Excise

Central Excise Act Excise Duty 379.63 2007-08 to Oct 2013 Ahmedabad Tribunal

Central Excise Act Service Tax 2.38 Jul 12 to Mar 14 Dy. Commissioner of Central Excise

Central Excise Act Excise Duty 39.82 Nov 13 to Jul 14 Commissioner of Central Excise

Total 1,874.97

(c) The amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and the Rules made there under, have been transferred to the Fund within time

viii. The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

ix. The Company has not defaulted in repayment of dues to debenture holders.

According to the information and explanation given to us by the management, the Company had delayed for repayments of dues (including interest) to domestic financial institutions and banks. The delayed principal amount and the interest aggregates to Rs. 3268.00 lakhs and Rs. 2172.63 lakhs respectively, and delays range from one day to sixty nine days. Further in case of a bank the Company has delayed in repayment of EMIs of Rs. 559.76 lakhs for a period from 43 to 46 days.

x. According to the information and explanations given to us, the Company has given guarantee for bank loans taken by one of its subsidiaries on such terms and conditions which are prima facie not prejudicial to the interest of the Company.

xi. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

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

For M P Chitale & Co.

Chartered Accountants

ICAI FR No. 101851W

Ashutosh Pednekar

Partner

ICAI M No. 041037

Place: Mumbai

Date : May 27, 2015


Mar 31, 2014

1 We have audited the accompanying financial statements of Ess Dee Aluminium Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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

2 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 (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

7 As required by section 227(3) of the Companies Act 1956, 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 complies with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

8 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 Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

Annexure to Independent Auditor''s Report Annexure referred to in paragraph 8 of the Independent Auditor''s Report to the members of Ess Dee Aluminium Limited.

I (a) The Company has maintained unit wise fixed assets records and / or compiled item wise list showing particulars of all its fixed assets. The aggregate value shown by these records agrees with the gross value of fixed assets as per the books of account of the Company. However, full particulars of quantitative details and situations need to be included in these records.

(b) Based on the information and explanations furnished to us, the Company has not physically verified fixed assets during the year as per its cycle of verification. Accordingly, we are unable to state whether material discrepancies were noticed.

(c) During the year, Company has not disposed of any substantial /major part of fixed assets.

ii (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the

frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory except for stores and spares. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

iii a. The Company has granted unsecured loans to companies covered in the register maintained under Section 301 of

the Act. Details of parties and the amount involved are as under.

Sr. Name of the Party Maximum amount outstanding Year-end Balance No. during the year ( in Lacs) ( in Lacs)

1. Ess Dee Aluminium Pte. 979.48 979.48 Limited

b&c The interest free loans do not stipulate any terms and conditions of payment and in our opinion are prima facie not prejudicial to the interest of the Company.

d. In view of the above, the question of regularity of payment of principal and interest does not arise.

e. The Company has taken interest free loan from Director listed in the register maintained under section 301 of the Companies Act, 1956.

Sr.No. Name of the Party Maximum amount outstanding Year-end Balance during the year ( in Lacs) ( in Lacs)

1. Mr Sudip Dutta 700.00 700.00

f The interest free loans do not stipulate any terms and conditions of repayment and in our opinion are prima facie not prejudicial to the interest of the Company.

g. In view of the above, the question of regularity of repayment of principal and interest does not arise.

iv In our opinion and according to the information and explanations given to us, subject to our remarks in clause (i) and (ii) above there are adequate internal control systems commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

v (a) In our opinion, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion, and to the best of our knowledge and belief and according to the information and explanations given to us, the contracts and arrangements were entered into at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market prices.

vi During the year Company has not accepted any deposits from the public. Accordingly paragraph 4 (vi) of the order is not applicable.

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

viii We have broadly reviewed the cost records maintained by the Company relating to the manufacturing activities pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

ix (a) According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service tax, Customs Duty, Excise Duty and cess with the appropriate authorities, though there have been delays in few cases. There are no undisputed statutory dues outstanding as of March 31, 2014 for a period of more than six months except payment of advance tax of Rs.480.68 Lacs for the year. However, the following are not paid :-

Dues of Deferred Sales Tax, aggregating Rs.1,784.76 lacs, as set out below, which is outstanding as at the end of the year:-

Period to which the amount relates Due Date Amt (Rs. in Lacs)

Quarter ended 30.09.96 31.10.05 12.98

Quarter ended 31.12.96 31.01.06 25.62

Quarter ended 31.03.97 30.04.06 31.45

Quarter ended 30.06.97 31.07.06 29.76

Quarter ended 30.09.97 31.10.06 42.45

Quarter ended 31.12.97 31.01.07 51.39

Quarter ended 31.03.98 30.04.07 51.58

Quarter ended 30.06.98 31.07.07 33.74

Quarter ended 30.09.98 31.10.07 48.82

Quarter ended 31.12.98 31.01.08 41.61

Quarter ended 31.03.99 30.04.08 53.02

Quarter ended 30.06.99 31.07.08 65.44

Quarter ended 30.09.99 31.10.08 79.66

Quarter ended 31.12.99 31.01.09 89.31

Quarter ended 31.03.00 30.04.09 84.82

Quarter ended 30.06.00 31.07.09 68.94

Quarter ended 30.09.00 31.10.09 67.52

Quarter ended 31.12.00 31.01.10 71.84

Quarter ended 31.03.01 30.04.10 71.55

Quarter ended 30.06.01 31.07.10 76.21

Quarter ended 30.09.01 31.10.10 68.58

Quarter ended 31.12.01 31.01.11 56.70

Quarter ended 31.03.02 30.04.11 53.37

Quarter ended 30.06.02 31.07.11 59.68

Quarter ended 30.09.02 31.10.11 61.58

Quarter ended 31.12.02 31.01.12 45.93

Quarter ended 31.03.03 30.04.12 30.45

Quarter ended 30.06.03 31.07.12 35.84

Quarter ended 30.09.03 31.10.12 39.05

Quarter ended 31.12.03 31.01.13 39.16

Quarter ended 31.03.04 30.04.13 39.57

Quarter ended 30.06.04 31.07.13 46.95

Quarter ended 30.09.04 31.10.13 43.41

Quarter ended 31.12.04 31.01.14 66.77

Note: Interest due on above Rs. 899.15 Lacs.

(b) As at the year-end according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities except as under.

Name of the statute Nature of dues Amount (Rs. In lacs)

West Bengal Sales Tax Act/ Sales Tax West Bengal 1,710.14 Value Added Tax Act/ Central Sales Tax Act

451.39 (103.44)

Total 2,058.36

Central Excise Act Excise Duty 1,319.56

C.E.Commr. Excise Duty 133.58

C.E.Commr. Excise Duty 224.47

C.E.Commr. Excise Duty 76.72

C.E.Commr. Excise Duty 78.44





Name of the statute Period to which the Forum where the amount relates disputes are pending

West Bengal 1982-1984,1986-1988, Revision Board Sales Tax Act/ 1993-94 to 1999-2001 (Tribunal) West Bengal & 2003-04 Value Added Tax Act/ Central Sales Tax Act

2001-02 to 2002-03 WB Taxation Tribunal 2004-05 to 2010-11 Sr. Joint Commissioner(Appeals) Deputy Commissioner (Appeals)



Central Excise Act 1986 to 2014 Commissioner of Central Excise

C.E.Commr. 2006-07 to Oct.2009 Commissioner of Central Excise

C.E.Commr. 2007-08 to Dec.2011 Commissioner of Central Excise

C.E.Commr. Jan.2012 to Nov.2012 Commissioner of Central Excise

C.E.Commr. Dec.2012 to Oct.2013 Commissioner of Central Excise

x The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi The Company has not defaulted in repayment of dues to banks.

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

xiii According to the information and explanations, the Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

xiv According to the information and explanations, the Company is not a dealer or trader in securities.

xv According to the information and explanations given to us, the Company has given guarantee for bank loans taken by its subsidiaries on such terms and conditions which are prima facie not prejudicial to the interest of the Company.

xvi To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, as at the close of the year, short-term funds aggregating Rs. 56.39 crores stand utilized for long-term investments.

xviii The Company has not made any preferential allotment of shares to parties/companies covered in the register maintained u/s 301 of the Companies Act, 1956.

xix The Company has created securities and registered the charge in respect of non-convertible debenture issued.

xx The Company has not raised any money by public issues during the year.

xxi Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

For M. P. Chitale & Co. Chartered Accountants Firm Regn. No. 101851W

Ashutosh Pednekar Partner ICAI M. No. 041037 Mumbai May 30, 2014


Mar 31, 2013

Report on the Financial Statements

1 We have audited the accompanying financial statements of Ess Dee Aluminium 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

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

Auditor''s Responsibility

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

4 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 ofthe 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 ofthe financial statements in orderto design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness ofthe accounting estimates made by management, as well as evaluating the overall presentation ofthefinancial statements.

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

6 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 fairview in conformity with the accounting principles generally accepted in India:

(a) in the case ofthe Balance Sheet, ofthe state of affairs ofthe Company as at March 31,2013;

(b) in the case of statement ofthe Profit and Loss, ofthe profit/loss for the year ended on that date; and

(c) in the case ofthe Cash Flow Statement, ofthe cash flows forthe year ended on that date.

Reporton Other Legal and Regulatory Requirements

7 As required by section 227(3) ofthe CompaniesAct 1956, 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 ofouraudit.

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 ofthose books.

c. the Balance Sheet, Statementof 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, Statementof Profit and Loss and Cash Flow Statement complies with the Accounting Standards referred to in subsection (3C) of section 211 ofthe CompaniesAct, 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 ofthe 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 ofthe CompaniesAct, 1956.

8 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 theAct, we give in theAnnexure a statement on the matters specified in paragraphs 4 and 5 ofthe Order.

Annexureto Independent Auditor''s Report

Annexure referred to in paragraph 8 of the Independent Auditor''s Report to the members of Ess Dee Aluminium Limited.

i (a) The Company has maintained unit wise fixed assets registers and/or compiled item wise list showing particulars of all its fixed assets. The aggregate value shown by these records agrees with the gross value of fixed assets as perthe books of account ofthe Company.

(b) Based on the information and explanations furnished to us, the Company has physically verified fixed assets during the year as perthe cycle of verification and no material discrepancies were noticed.

(c) During the year, Company has not disposed of any substantial /major part of fixed assets.

ii (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination ofthe records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with inthe books of account.

iii a The Company has granted unsecured loans to companies covered in the register maintained under Section 301 ofthe Act. Details of parties and the amount involved are as under.

Sr. No. Name of the Party Maximum amount outstanding Year end Balance during the year (Rs. in Lacs) (Rs. in Lacs)

1. Ess Dee Aluminium Pte. 979.48 979.48 Limited

b&c The interest free loan do not stipulate any terms and conditions of payment and in our opinion are prima facie not prejudicial to the interest ofthe Company.

d. In view ofthe above, the question of regularity of payment of principal and interest does not arise.

e. The Company has taken interest free loan from Director listed in the register maintained under section 301 of the CompaniesAct, 1956.

Sr. No. Name of the Party Maximum amount outstanding Year end Balance during the year (Rs. in Lacs) (Rs. in Lacs)

1. Mr. Sudip Dutta 600.00 600.00

f The interest free loan do not stipulate any terms and conditions of repayment and in our opinion are prima facie not prejudicial to the interest ofthe Company. g. In view ofthe above, the question of regularity of repayment of principal and interest does not arise.

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

v. (a) In our opinion, to the best of our knowledge and belief and according to the information and explanations given to us, we are ofthe opinion that the transactions that needed to be entered into the register maintained under Section 301 of theAct have been so entered.

(b) In our opinion, and to the best of our knowledge and belief and according to the information and explanations given to us, the contracts and arrangements were entered i nto at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market prices.

vi During the year Company has not accepted any deposits from the public. Accordingly paragraph 4 (vi) of the order is not applicable.

vii We have broadly reviewed the cost records maintained by the Company relating to the manufacturing activities pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) ofthe CompaniesAct, 1956 and are ofthe opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination ofthe records with a view to determining whether they are accurate or complete.

Viii (a) According to the records ofthe Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service tax, Customs Duty, Excise Duty and cess with the appropriate authorities, though there have been delays in fewcases.There are no undisputed statutory dues outstanding as of March 31, 2013 for a period of more than six months except payment ofadvance tax ofRs.621.79 Lacs for the year. However, the following are not paid:-

Other dues of Deferred Sales Tax, aggregating Rs. 1,588.05lacs, as set out below, which is outstanding as at the end ofthe year-

Period to which the amount relates Due Date Amount (Rs. in Lacs)

Quarter ended 30.09.96 31.10.05 12.98

Quarter ended 31.12.96 31.01.06 25.62

Quarter ended 31.03.97 30.04.06 31.45

Quarter ended 30.06.97 31.07.06 29.76

Quarter ended 30.09.97 31.10.06 42.45

Quarter ended 31.12.97 31.01.07 51.39

Quarter ended 31.03.98 30.04.07 51.58

Quarter ended 30.06.98 31.07.07 33.74

Quarter ended 30.09.98 31.10.07 48.82

Quarter ended 31.12.98 31.01.08 41.61

Quarter ended 31.03.99 30.04.08 53.02

Quarter ended 30.06.99 31.07.08 65.44

Quarter ended 30.09.99 31.10.08 79.66

Quarter ended 31.12.99 31.01.09 89.31

Quarter ended 31.03.00 30.04.09 84.82

Quarter ended 30.06.00 31.07.09 68.94

Quarter ended 30.09.00 31.10.09 67.52

Quarter ended 31.12.00 31.01.10 71.84

Quarter ended 31.03.01 30.04.10 71.55

Quarter ended 30.06.01 31.07.10 76.21

Quarter ended 30.09.01 31.10.10 68.58

Quarter ended 31.12.01 31.01.11 56.70

Quarter ended 31.03.02 30.04.11 53.37

Quarter ended 30.06.02 31.07.11 59.68

Quarter ended 30.09.02 31.10.11 61.58

Quarter ended 31.12.02 31.01.12 45.93

Quarter ended 31.03.03 30.04.12 30.45

Quarter ended 30.06.03 31.07.12 35.84

Quarter ended 30.09.03 31.10.12 39.05

Quarter ended 31.12.03 31.01.13 39.16

Note: Interest due on above Rs. 695.03 Lacs.

(b) As at the year-end according to the records ofthe Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities except as under.

Name of the statute Nature of dues Amount (Rs. in lacs)

West Bengal Sales Tax Act/ Sales Tax West Bengal 1,710.40 Value Added TaxAct/ Central Sales Tax Act

451.39

(364.34)

Total 1,797.16

Central Excise Act Excise Duty 1,272.28

C.E.Commr. Excise Duty 133.58

C.E.Commr. Excise Duty 224.47

C.E.Commr. Excise Duty 76.72

Name of the Statute Period to which the Forum where the amount relates disputes are pending

West Bengal Sales Tax Act/ West Bengal Value Added Tax Act/ Central Sales Tax Act 1982-1984,1986-1988, Revision Board 1993-94 to 1999-2001 (Tribunal) & 2003-04

2001-02 to 2002-03 WB Taxation Tribunal

2004-05 to 2008-09 Deputy Commissioner (Appeals)

Central Excise Act 1986 to 2011 Commissioner of Central Excise

C.E.Commr. 2006-07 to Oct.2009 Commissioner of Central Excise

C.E.Commr. 2007-08to Dec.2011 Commissioner of Central Excise

C.E.Commr. Jan.2012 to Nov.2012 Commissioner of Central Excise

ix The Company has neither accumulated losses at the end ofthefinancial year nor incurred cash losses during the year and in the immediately preceding financial year.

x The Company has not defaulted in repayment of dues to banks.

xi According to the information and explanations, the Company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures and othersecurities.

xii According to the information and explanations, the Company is not a chitfund/nidhi /mutual benefit fund/society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 ofthe Order are not applicable to the Company.

xiii According to the information and explanations, the Company is not a dealer or trader in securities.

xiv According to the information and explanations given to us, the Company has given guarantee for bank loans taken by its subsidiaries on such terms and conditions which are prima facie not prejudicial to the interest ofthe Company.

xv To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvi On the basis of an overall examination ofthe Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on shortterm basis have, prima facie not being used for long term investments.

xvii The Company has not made any preferential allotment of shares to parties/companies covered in the register maintained u/s 301 ofthe CompaniesAct 1956.

xviii The Company has created securities and registered the charge in respect of non convertible debenture issued.

xix The Company has not raised any money by public issues during the year.

xx Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

For M. P. Chitale & Co.

Chartered Accountants

Firm Regn. No. 101851W

Ashutosh Pednekar

Partner

ICAI M. No. 041037

Place: Mumbai

Date: May28,2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Ess Dee Aluminium Limited as at March 31, 2012 and also the Statement of Profit and Loss and Cash Flow Statement for the financial year ended on that date all of which we have signed under reference to this report. 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.

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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We report as follows:-

I. As required by the Companies (Auditor's Report) Order 2003 and as amended by Companies (Auditors' Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

ii. 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.

iii. In our opinion, proper books of account as required by the law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

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

v. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement read with notes thereon comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

vi. On the basis of the written representations received from the Directors as on March 31, 2012, which have been taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2012 from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

vii. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read with the significant accounting policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with accounting principles generally accepted in India.

- in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012,

- in the case of the Statement of Profit and Loss of the profit for the year ended on that date.

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

Annexure to Auditors' Report Annexure referred to in paragraph 3.i of the Auditors' Report to the members of Ess Dee Aluminium Limited.

i. (a) The Company has maintained unit wise fixed assets registers and / or compiled item wise list showing particulars of all its fixed assets. The aggregate value shown by these records agrees with the gross value of fixed assets as per the books of account of the Company.

(b) Based on the information and explanations furnished to us, the Company has physically verified fixed assets during the year as per the cycle of verification and no material discrepancies were noticed.

(c) During the year, Company has not disposed of any substantial /major part of fixed assets.

ii (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

iii (a) According to the information and explanations given to us, the Company has neither granted any loans nor taken from parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses (b), (c), (d), (e), (f) & (g) of clause (iii) of Para 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 systems commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

v (a) In our opinion, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion, and to the best of our knowledge and belief and according to the information and explanations given to us, the contracts and arrangements were entered into at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market prices.

vi During the year Company has not accepted any deposits from the public. Accordingly paragraph 4 (vi) of the order is not applicable.

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

viii We have broadly reviewed the cost records maintained by the Company relating to the manufacturing activities. We have not made an examination of the cost records required to be maintained under Companies (Cost Accounting Records) Rule 2011 in respect of their accuracy and completeness as the Company is in the process of obtaining the compliance report of the Cost Accountant.

ix (a) According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service tax, Customs Duty, Excise Duty and cess with the appropriate authorities, though there have been delays in few cases. There are no undisputed statutory dues outstanding as of March 31,2012 for a period of more than six months except payment of advance tax of Rs. 808.65 Lacs for the year. However, the following are not paid:-

Other dues of Deferred Sales Tax, aggregating Rs. 1,443.56 lacs, as set out below, which is outstanding as at the end of the year:-

Period to which the amount relates Due Date Amt Rs. Lacs

Quarter ended 30.09.96 31.10.05 12.98

Quarter ended 31.12.96 31.01.06 25.62

Quarter ended 31.03.97 30.04.06 31.45

Quarter ended 30.06.97 31.07.06 29.76

Quarter ended 30.09.97 31.10.06 42.45

Quarter ended 31.12.97 31.01.07 51.39

Quarter ended 31.03.98 30.04.07 51.58

Quarter ended 30.06.98 31.07.07 33.74

Quarter ended 30.09.98 31.10.07 48.82

Quarter ended 31.12.98 31.01.08 41.61

Quarter ended 31.03.99 30.04.08 53.02

Quarter ended 30.06.99 31.07.08 65.44

Quarter ended 30.09.99 31.10.08 79.66

Quarter ended 31.12.99 31.01.09 89.31

Quarter ended 31.03.00 30.04.09 84.82

Quarter ended 30.06.00 31.07.09 68.94

Quarter ended 30.09.00 31.10.09 67.52

Quarter ended 31.12.00 31.01.10 71.84

Quarter ended 31.03.01 30.04.10 71.55

Quarter ended 30.06.01 31.07.10 76.21

Quarter ended 30.09.01 31.10.10 68.58

Quarter ended 31.12.01 31.01.11 56.70

Quarter ended 31.03.02 30.04.11 53.37

Quarter ended 30.06.02 31.07.11 59.68

Quarter ended 30.09.02 31.10.11 61.58

Quarter ended 31.12.02 31.01.12 45.93

Note: Interest due on above Rs. 511.43 lacs

(b) As at the year-end according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities except as under.

Name of the statute Nature of dues Amount (Rs.In lacs) Period to which the Forum where the amount relates disputes are pending

West Bengal 1982-1984, 1986-1988, Revision Board Sales Tax Act/ Sales Tax 1993-94 to 1999-2001 (Tribunal) West Bengal 1710.40 & 2003-04 Value Added Tax Act/ Central Sales Tax Act

451.39 2001-02 to 2002-03 WB Taxation Tribunal

(364.34) 2004-05 to 2008-09 Deputy Commissioner (Appeals)

Total 1,797.16

Central Excise Act Excise Duty 1256.81 1986 to 2011 Commissioner of Central Excise

x The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi The Company has not defaulted in repayment of dues to banks.

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

xiii According to the information and explanations, the Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

xiv According to the information and explanations, the Company is not a dealer or trader in securities.

xv According to the information and explanations given to us, the Company has given guarantee for bank loans taken by its subsidiary Flex Art Foil Private Limited on such terms and conditions which are prima facie not prejudicial to the interest of the Company.

xvi To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, as at the close of the year, short-term loans aggregating Rs. 8,187.41 lacs stand utilised for long -term investment.

xviii The Company has not made any preferential allotment of shares to parties/companies covered in the register maintained u/s 301 of the Companies Act 1956.

xix The Company has created securities and registered the charge in respect of non convertible debenture issued.

xx The Company has not raised any money by public issues during the year.

xxi Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

For M. P. Chitale & Co.

Chartered Accountants

Firm Regn. No. 101851W

Ashutosh Pednekar

Partner

ICAI M. No. 041037

Mumbai

May 29, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Ess Dee Aluminium Limited as at March 31, 2011 and also the relative Profit and Loss Account and Cash Flow Statement for the financial year ended on that date both of which we have signed under reference to this report. 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.

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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We report as follows:-

i) As required by the Companies (Auditor's Report) Order 2003 and as amended by Companies (Auditors' Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

ii) 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.

iii) In our opinion, proper books of account as required by the law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iv) The Balance Sheet and Profit and Loss Account dealt with in this report are in agreement with the books of account.

v) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss Account read with notes thereon comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

vi) On the basis of the written representations received from the Directors as on March 31, 2011, which have been taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31,2011 from being appointed as a Director in terms of Section 274(l)(g)ofthe Companies Act, 1956.

vii) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give true and fair view.

- in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2011.

- in the case of the Profit and Loss Account, of the profit for the year ended on that date.

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

Annexure to Auditors' Report Annexure referred to in paragraph 3.i of the Auditors' Report to the members of Ess Dee Aluminium Limited.

i (a) The Company has maintained unit wise fixed assets registers and / or compiled item wise list showing particulars of all its fixed assets. The aggregate value shown by these records agrees with the gross value of fixed assets as per the books of account of the Company.

(b) Based on the information and explanations furnished to us, the Company has physically verified fixed assets during the year as per the cycle of verification and no material discrepancies were noticed.

(c) During the year, Company has not disposed of any substantial /major part of fixed assets.

ii (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

iii (a) According to the information and explanations given to us, the Company has neither granted any loans or taken from parties listed in the Register maintained under Section 301 of the Companies Act, 1956.Accordingly, sub-clauses (b), (c), (d) (e), (f) & (g) of clause (iii) of Para 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 systems commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

v (a) In our opinion, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion, and to the best of our knowledge and belief and according to the information and explanations given to us, the contracts and arrangements were entered into at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi During the year, the Company has not accepted any deposits from the public. Accordingly paragraph 4 (vi) of the order is not applicable.

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

viii We have broadly reviewed the books of account maintained by the Company relating to the manufacture of Aluminium Foils pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to information and explanation given to us the central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 for any other products of the company.

ix (a) According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service tax, Customs Duty, Excise Duty and cess with the appropriate authorities, though there have been delays in few cases. There are no undisputed statutory dues outstanding as of March 31, 2011 for a period of more than six months except payment of advance tax of Rs. 1,312.20 Lacs for the yea r. However, the following are not paid -

1) Other dues of Deferred Sales Tax, aggregating Rs.810.59 lacs, as set out below, which is outstanding as at the endoftheyear:-

Period to which the amount relates Due Date Amt Rs. Lacs

Quarter ended 30.09.96 31.10.05 12.98

Quarter ended 31.12.96 31.01.06 25.62

Quarter ended 30.03.97 30.04.06 31.45

Quarter ended 30.06.97 31.07.06 29.76

Quarter ended 30.09.97 31.10.06 42.45

Quarter ended 30.12.97 31.01.07 51.39

Quarter ended 30.03.98 30.04.07 51.58

Quarter ended 30.06.98 31.07.07 33.74

Quarter ended 30.09.98 31.10.07 48.82

Quarter ended 30.12.98 31.01.08 41.61

Quarter ended 30.03.99 30.04.08 53.02

Quarter ended 30.06.99 31.07.08 65.44

Quarter ended 30.09.99 31.10.08 79.66

Quarter ended 31.12.99 31.01.09 89.31

Quarter ended 30.03.00 30.04.09 84.82

Quarter ended 30.06.00 31.07.09 68.94

Quarter ended 30.09.00 31.10.09 67.52

Quarter ended 31.12.00 31.01.10 71.84

Quarter ended 31.03.01 30.04.10 71.55

Quarter ended 30.06.01 31.07.10 76.21

Note: Interest due on above Rs.275.90 lacs

(2) As at the year-end according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities except as under.

Statute Amount Financial year Forum where dispute is (Rs. In Lacs) to which the pending Amount pertains

Income Tax 225.56 2005-06 Asst Commissioner of IT for order giving Effect on CIT order

Income Tax 624.48 2006-07 Asst Commissioner of IT for order giving effect on CIT order

Income Tax 1,780.09 2007-08 Asst Commissioner of IT for order giving Effect on CIT order

Period to

Amount which the Forum where the Name of the Nature (Rs. amount of disputes are Statute of dues in lacs) relates pending

1982- Revision Board 1984,1986- (Tribunal) 1988,1993-94 West Bengal to 1999-2001 Sales Tax 1740.60 & 2003-04 Act/ West Additional Bengal Value Commissioner of Added Tax 2001-02 to Commercial Taxes Act/ Central Sales Tax 444.32 2002-03 (Revision)

Sales Tax Act Deputy

2004-05 to Commissioner

153.74 2005-06 (Appeals)

2338.66

Central Excise Commissioner of Central Excise Act Duty 864.63 1986 to 2003 Excise

x The company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi The Company has not defaulted in repayment of dues to banks.

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

xiii According to the information and explanations, the Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

xiv According to the information and explanations, the Company is not a dealer or trader in securities.

xv According to the information and explanations given to us, the Company has given guarantee for bank loans taken by its subsidiary Flex Art Foil Private Limited on such terms and conditions which are prima facie not prejudicial to the interest of the company.

xvi To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short term basis have, prima facie, not been used for long term investment.

xviii The Company has not made any preferential allotment of shares to parties/companies covered in the register maintained u/s 301 of the Companies Act 1956.

xix The Company has created securities and registered the charge in respect of non convertible debenture issued during the year.

xx The Company has not raised any money by Public Issues during the year.

xxi Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

For M.P.Chitale&Co. Chartered Accountants Firm Regn No. 101851W

Ashutosh Pednekar Partner

ICAI M. No. 041037

Mumbai

May 27, 2011


Mar 31, 2010

1. We had audited the Balance Sheet of EssDee Aluminium Limited as at March 31, 2010 and also the relative Profit and Loss Account and Cash Flow Statement for the financial year ended on that date. These financial statements were approved by the Board of Directors of the Company in their meeting held on May 26, 2010. The Company has, for the reasons stated in Note 1, reaprroved the financial statements to give effect to the merger of erstwhile India Foils Ltd into itself with effect from April 1, 2008 as per the order dated September 30, 2010 of the Honble Board for Industrial and Financial Reconstruction. Accordingly, we withdraw our audit report dated May 26, 2010 on the financial statements approved on May 26, 2010.

2. We have now audited the attached reapproved Balance Sheet of Ess Dee Aluminium Limited as at March 31, 2010 and also the relative reapproved Profit and Loss Account and Cash Flow Statement for the finan- cial year ended on that date both of 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.

3. 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 misstatements. An audit includes examining, on a test basis, evidence sup- porting the amounts and disclosures in the financial statements. An audit also includes assessing the ac- counting principles used and 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.

4. We report as follows:- i) As required by the Companies (Auditors Report) Order 2003 and as amended by Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

ii) 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.

iii) In our opinion, proper books of account as required by the law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iv) The reaprroved Balance Sheet and Profit and Loss Account dealt with in this report are in agreement with the books of account.

v) In our opinion and to the best of our information and according to the explanations given to us, the reaprroved Balance Sheet and Profit and Loss Account read with notes thereon comply with the Account- ing Standards referred to in Section 211(3C) of the Companies Act, 1956.

vi) On the basis of the written representations received from the Directors as on March 31, 2010, which have been taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2010 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

vii) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give true and fair view.

- in the case of the reaprroved Balance Sheet, of the state of affairs of the Company as at March 31, 2010

- in the case of the reaprroved Profit and Loss Account, of the profit for the year ended on that date

- in the case of reaprroved Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to Auditors Report Annexure referred to in paragraph 4.i of the Auditors Report to the members of Ess Dee Aluminium Limited.

i (a) The Company has maintained unit wise fixed assets registers and / or compiled item wise list showing particulars of all its fixed assets. The aggregate value shown by these records agrees with the gross value of fixed assets as per the books of account of the Company.

(b) Based on the information and explanations furnished to us, the Company has physically verified fixed assets during the year as per the cycle of verification and no material discrepancies were noticed.

(c) During the year, Company has not disposed of any substantial /major part of fixed assets.

ii (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

iii (a) According to the information and explanations given to us, the Company has not granted any loans to parties listed in the Register maintained under Section 301 of the Companies Act, 1956.Accordingly, sub-clauses (b), (c) & (d) of clause (iii) of Para 4 of the Order are not applicable.

(e) According to the information and explanations given to us, the Company had taken an interest free unsecured loan from the Chairman and Managing Director. The details are as under:-

Name of the party Relationship Max bal during Balance as on the year 31.03.10 Rs. in Lacs Rs. in Lacs

Sudip Dutta Chairman and MD 9.38 Nil

The Company has not taken any other loans from nor granted any loans to parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(f) The interest free loan and other terms and conditions of the unsecured loan taken by the Company are prima facie not prejudicial to the interest of the Company.

(g) There are no stipulations of repayment of the unsecured loan taken.

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

v (a) In our opinion, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion, and to the best of our knowledge and belief and according to the information and explanations given to us, the contracts and arrangements were entered into at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi The Company has not accepted any deposits from the public. Accordingly paragraph 4 (vi) of the order is not applicable.

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

viii We have broadly reviewed the books of account maintained by the Company relating to the manufacture of Aluminium Foils pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to information and explanation given to us the central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 for any other products of the company.

ix (a) According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service tax, Customs Duty, Excise Duty and cess with the appropriate authorities, though there have been delays in few cases. There are no undisputed statutory dues outstanding as of March 31, 2010 for a period of more than six months except payment of advance tax of Rs. 864.47 Lacs for the year. However, the following are not paid:- i) Other dues of Deferred Sales Tax, aggregating Rs.810.59 lacs, as set out below, which is outstanding as at the end of the year:-

Period to which the amount relates Due Date Amt Rs. Lacs

Quarter ended 30.09.96 31.10.05 12.98

Quarter ended 31.12.96 31.01.06 25.62

Quarter ended 30.03.97 30.04.06 31.45

Quarter ended 30.06.97 31.07.06 29.76

Quarter ended 30.09.97 31.10.06 42.45

Quarter ended 30.12.97 31.01.07 51.39

Quarter ended 30.03.98 30.04.07 51.58

Quarter ended 30.06.98 31.07.07 33.74

Quarter ended 30.09.98 31.10.07 48.82

Quarter ended 30.12.98 31.01.08 41.61

Quarter ended 30.03.99 30.04.08 53.02

Quarter ended 30.06.99 31.07.08 65.44

Quarter ended 30.09.99 31.10.08 79.66

Quarter ended 31.12.99 31.01.09 89.31

Quarter ended 30.03.00 30.04.09 84.82

Quarter ended 30.06.00 31.07.09 68.94

Note: Interest due on above Rs.157.47 lacs

(b) As at the year-end according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities except as under.

For EssDee

Statute Amount Financial year to which Forum where (Rs. In Lacs) the amount pertains dispute is pending

Income Tax 225.56 2005-06 Asst Commissioner of IT for order giving effect on CIT order

Income Tax 624.48 2006-07 Asst Commissioner of IT for order giving effect on CIT order

For erstwhile IFL

Name of the Nature Amount Period to which Forum where statute of dues (Rs. In lacs) the amount the disputes of relates are pending

West Bengal Sales Sales Tax 1982-1984, Tax Act/ West 1986-1988, 1993-94 to Bengal Value Added 1999-2001 & Revision Board Tax Act/ Central 1740.60 2003-04 (Tribunal) Sales Tax Act

Additional Commissioner of Commercial Taxes 444.32 2001-02 to 2002-03 (Revision) Deputy Commssioner (Appeals) 101.31 2004-05 to 2005-06

2286.23

Central Excise Act Excise Duty 915.09 1986 to 2003 Commissioner of Central Excise

x The company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi This Company has not defaulted in repayment of dues to banks. The Company has not issued any debentures.

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

xiii According to the information and explanations, the Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

xiv According to the information and explanations, the Company is not a dealer or trader in securities.

xv According to the information and explanations given to us, the Company has given guarantees for bank loans taken by its subsidiary Flex Art Foil Pvt Limited on such terms and conditions which are prime facie not prejudicial to the interest of the company.

xvi To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short term basis have, prima facie, not been used for long term investment.

xviii The Company has not made any preferential allotment of shares to parties/companies covered in the register maintained u/s 301 of the Companies Act 1956.

xix The Company has not issued any debentures

xx Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

For M.P. Chitale & Co. Chartered Accountants Firm Regn. No. 101851W Sd/- Ashutosh Pednekar Partner ICAI M. No. 41037

Place : Mumbai

Date : 30th October, 2010

 
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