Auditor Report of Ganesh Benzoplast Ltd.

Mar 31, 2023

Ganesh Benzoplast Limited

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of M/s GANESH BENZOPLAST LIMITED ("the Company"), which comprise the balance sheet as at 31^st March, 2023, the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and notes to financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2023, the profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) prescribed under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies

(Indian Accounting Standards) Rules, 2015, as amended. 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 judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including

any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended 31^st March, 2023 and are therefore, the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section143(3) of the Act, we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the

Act, read with the Companies (Indian Accounting Standard) Rules, 2015 as amended;

e) On the basis of written representations received from the directors of the Company as on 31^st March, 2023 and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2023 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting;

g) As required by section 197(16) of the Act, based on our audit, we report that the Company has paid and provided for remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements (refer note no. 47 of the Standalone 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 amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. (a) The Management has represented to us

that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds(which

are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds ( which are material either individually or in aggregate) have been received by the company from any person(s) or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.

v. Since the Company has not declared or paid any dividend during the year, the question of commenting on whether dividend declared or paid is in accordance with Section 123 of the Companies Act, 2013 does not arise.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the company with effect from April 1, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for Financial Year ended 31^st March, 2023.

For Mittal & Associates

Chartered Accountants (FRN No. 106456W)

Hemant R Bohra

Partner Membership No. 165667 UDIN: 23165667BGTIFV9478

Mumbai, 25^th May, 2023

---

Mar 31, 2018

INDEPENDENT Auditor’s REPORT

To

The Members of Ganesh Benzoplast Limited

Report on the Audit of the Ind AS Financial Statements

1. We have audited the accompanying Ind AS financial statements of Ganesh Benzoplast Limited ("the Company"), which comprise the Balance Sheet as at 31^st March, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Ind AS Financial Statements

2. 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 Ind AS financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

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

5. We conducted our audit of the Ind AS financial statements 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 Ind AS financial statements are free from material misstatement.

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

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

Opinion

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

9. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act ("the Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

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

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 if any, of pending litigations on its financial position in its Ind AS financial statements refer Note no. 34 to the Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

iv. The disclosures regarding details of specified bank notes held and transacted during 8^th November, 2016 to 30^th December, 2016 has not been made since the requirement does not pertain to financial year ended 31^st March, 2018.

Referred to in paragraph 9 of the Independent Auditor’s , Report of even date to the members of Ganesh Benzoplast Limited on the Ind AS financial statements for the year ended 31^st March, 2018 :

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

(b) The Company has a regular program of physical verification of its fixed assets by which its fixed assets are verified in a phased manner. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) Immovable properties of land and buildings whose title deeds have been pledged as security for credit facilities taken from banks are held in the name of the Company. In respect of immovable properties of land that have been taken on lease and disclosed as fixed asset in the Ind AS financial statements and the buildings constructed on such leasehold land, whose lease deeds have been pledged as security credit facilities taken from banks, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

ii. The management has conducted physical verification of inventory at reasonable intervals during the year. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

iii. During the year, the Company has granted Interest Free loan/ advance to one party covered in the register maintained under Section 189 of the Companies Act, 2013 (the Act,) to the extent of Rs, 4.33 Million and the yearend balance of loan granted to such party was Rs, 19.64 Millions. There is no overdue amount of principal loans/ advances and interest, granted to Companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investment made. The Company has not granted any loans or provided any guarantees and security to which the provisions of Section 185 of the Companies Act, 2013 .

v. The Company has not accepted any deposits in accordance with the provisions of Section 73 to 76 of the Act and the rules framed thereunder.

vi. We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by Central Government for maintenance of cost records under Section 148 (1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund professional Tax, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax [(GST) with effect from 1^st July, 2017] and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, undisputed dues in respect of provident fund, Professional tax and other statutory dues which were outstanding, at the yearend for a period of more than six months from the date they became payable and pertaining to previous years are as follows

Name of the statute	Nature of the dues	Amount (Rs, in Millions)	Period to which the amount relates	Due Date	Date of Payment
Professional Tax & MLWF	Professional Tax	0.75	FY 2006-2008 & 2010-2011	Various dates	Payable as per Sanctioned Scheme by Honble High Court of Delhi
Employees Provident Fund Act	Provident Fund	1.44	FY 2009-2011

Name of the statute	Nature of dues	Amount (in Millions)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Interest u/s 234A/B/C & 220(2) of the Act.	28.21	AY 1999-2000 & AY 2000-01	Company has approached Income ta) for waiver of total interest payable u/ 234A/B/C and 220(2) of the Act. As per the recommendations in Sanctioned Scheme b Hon,ble High Court of Delhi
Sales tax and MVAT	Sales Tax Dues	50.00	FY 2001-2010	Jt. Commissioner of sales tax (Appeal)

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, as at 31^st March, 2018 which have not been deposited on account of a dispute, are as follows

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government. Further, the Company has not issued any debentures as at the balance sheet date.

ix. In our opinion, and according to the information and explanations given to us, term loans have been applied for the purposes for which they were obtained. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments).

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

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties as per Section 177 and Section 188 of the Act, where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable Indian Accounting Standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, the provisions of clause 3(xiv) of Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Therefore, the provisions of clause 3(xv) of Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

xvi. According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Referred to in paragraph 10 (f) of the Independent Auditor’s , Report of even date to the members of Ganesh Benzoplast Limited on the Ind AS financial statements for the year ended 31^st March, 2018.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financial statements of Ganesh Benzoplast Limited ("the Company") as of 31^st March, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditor’s Responsibility

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

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

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

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

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

Opinion

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

For Samria & Co.

Chartered Accountants

Firm Registration No. : 109043W

S. R. Rathi

Partner

Mumbai, 30^th May, 2018 Membership No. : 112376

---

Mar 31, 2016

To

The Members of

Ganesh Benzoplast Limited

Report on the Financial statements

We have audited the a Companying financial statements of GANESH BENZOPLAST LIMITED (''the Company''), which comprise the balance sheet as at March 31, 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, 2016, and its Profit and its cash flow for the year ended on that date:

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2015 (''the Order'') issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable:

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

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

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

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

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

e) On the basis of the written representations received from the Directors as on March 31, 2016, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2016, from being appointed as a Director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refers to our separate report in “Annexure B” : and

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

1) the Company has disclosed the impact of pending litigations on its financial position in its financial statements

2) the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any on long-term contracts including derivative contracts;

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

Annexure-A to Independent Auditors’ Report

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the financial statements for the year ended March 31, 2016, we report that:

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

(b) Fixed Assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) During the year the Company has granted Interest Free loans / advances to five parties covered in the register maintained under Section 189 of the Companies Act, 2013 (''the Act'') to the extent of Rs. 8.84 Millions. The maximum amount involved during the year was Rs.189.66 Millions and the yearend balance of loans granted to such parties was Rs.178.08 Millions.

(b) There is no overdue amount of principal loans/ advances and interest, granted to Companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory, fixed assets and sales of goods and service. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

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

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

(vii) (a) According to the information and explanations given to

us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have not been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees'' state insurance and duty of excise. According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the yearend for a period of more than six months from the date they became payable are as follows:

Name of the Statute	Nature of the dues	Amount (Rs. in Millions)	Period to which the amount relates	Due Date	Date of Payment
Professional Tax & MLWF	Professional Tax & MLWF	1.12*	2005-2012	Various dates	Not paid
Employees Provident Fund Act	Provident Fund	1.79**	2002-2010	Various dates	Not paid
Income Tax Act , 1961	Income Tax	10.94***	1999-2001	Various dates	Not paid

*There is no outstanding dues of Professional Tax after F.Y. 2011-12.

**There is no outstanding dues of Provident Fund after F. Y. 2009-10.

***The Income tax demand shown above will be reduced to the extent of unadjusted TDS refund for the A.Y. 12-13, A.Y. 13-14, A.Y. 14-15 and A.Y.15-16.

(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount (in Millions )	Period to which the Amount relates	Forum where dispute is pending
Income Tax Act , 1961	Interest u/s 234A/B/C & 220(2) of the act.	28.21	AY 1999- 2000 and A.Y. 2000-01	Company has approached BIFR for waiver of total interest payable u/s 234A/B/C and 220(2) of the Act. In its sanctioned DRS BIFR has requested Income tax department to consider the said waiver.

(c) According to the information and explanations given to us the amounts, if any, which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules there under, has been transferred to such fund within time.

(viii) The Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses in current and immediately preceding financial year.

(ix) The Company has not defaulted on any of the dues to financial institutions, banks or debenture holders during the year.

(x) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xi) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

ANNEXURE-B TO INDEPENDENT AUDITOR’S REPORT

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

We have audited internal financial controls over financial reporting of GANESH BENZOPLAST LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year then ended on that date.

Management’s Responsibility for the Internal Financial Controls

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

Auditor’s Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

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

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

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Samria& Co.

Chartered Accountants

Firm Registration No.: 109043W

S.R.Rathi

Place: Mumbai Partner

Date: May 30, 2016 Membership No.: 112376

---

Mar 31, 2015

We have audited the accompanying financial statements of GANESH BENZOPLAST LIMITED ('the Company'), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 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 controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31st March, 2015;

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

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

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable:

1) The net worth of the Company has been fully eroded as on 31st March, 2015, however the Company has given inter corporate deposits to certain parties and has also taken loans from certain parties without passing any special resolution in a general meeting as required by section 186 of the Companies Act, 2013.

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

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

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

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any on long- term contracts including derivative contracts;

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

Annexure to Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31st March, 2015, we report that:

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

(b) Fixed Assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) During the year the Company has granted Interest Free loans / advances to four parties covered in the register maintained under Section 189 of the Companies Act, 2013 ('the Act') to the extent of Rs. 71.35 Millions. The maximum amount involved during the year was Rs. 241.84 Millions and the year end balance of loans granted to such parties was Rs. 238.09 Millions.

(b) There is no overdue amount of principal loans/ advances and interest, granted to Companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory, fixed assets and sales of goods and service. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

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

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

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax,wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have not been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:



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

Maharashtra Labour fund Dues 0.02 2004- 2015 Labour welfare Fund Act

Professional Professional Tax 1.31 2005- 2015 Tax Act

Employees Provident Fund 2.48 2002- 2015 Provident Fund Act

Income Tax Income Tax 10.94* 1999- 2001 Act , 1961

Name of the statute Due Date Date of Payment

Maharashtra Various dates Not paid Labour welfare Fund Act

Professional Various dates Not paid Tax Act

Employees Various dates Not paid Provident Fund Act

Income Tax Various dates Not paid Act , 1961

*The Income tax demand shown above will be reduced to the extent of unadjusted TDS refund for the A.Y. 12-13, A.Y. 13-14, A.Y. 14-15 and A.Y.15-16

(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

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

Income Tax Act, 1961 Interest u/s 28.21 AY 1999- 234A/B/C & 220(2) 2000 and of the act. A.Y 2000-01

Name of the statute Forum where dispute is pending

Income Tax Act, 1961 Company has approached BIFR for waiver of total interest payable u/s 234A/B/C and 220(2) of the Act.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules there under, has been transferred to such fund within time.

(viii) The Company's accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses in current and immediately preceding financial year.

(ix) The Company has not defaulted on any of the dues to financial institutions, banks or debenture holders during the year.

(x) According to the information and explanations given to us, the Company has given guarantee to one of its Associate Company namely Infrastructure Logistics Systems Ltd. (ILSL) for loans taken by ILSL from bank.

(xi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

For Samria & Co. Chartered Accountants Firm Registration No.: 109043W

S. R. Rathi Place: Mumbai Partner Date: May 30, 2015 Membership No.: 112376

---

Mar 31, 2014

1 Report on the Financial statements

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

2 Management''s Responsibility for the Financial Statements

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

3 Auditor''s responsibility

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

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. 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.

5 Opinion

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

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

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

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

6 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 sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

7 Without qualifying our opinion, we draw attention to Note no.29 to notes to accounts to the financial statements. As at March 31, 2014 the company''s accumulated losses of Rs. 1711.95 Millions exceeds its net worth of Rs. 842.32 Millions. These mitigating factors have been more fully discussed in Note no.29 accompanying financial statements, in view of which the accompanying financial statements have been prepared under the going concern assumption, and consequently, no adjustments have been made to the carrying values or classification of balance sheet accounts.

8 The net worth of the Company has been fully eroded as on March 31, 2014, however the Company had in the earlier years given inter corporate deposits to certain parties and has also taken loans from certain parties without passing any special resolution in a general meeting as required by section 372A and Section 293(1) (d) respectively of the Companies Act, 1956.

The Impact of our comments in paragraph 8 above, if any, on the financial statements cannot be ascertained.

9 The balances of the Trade Receivables, Trade Payables and Advances given to certain parties are subject to confirmation / reconciliation.

10 a) The company has not provided for debts aggregating to Rs. 29.27 Millions in respect of outstanding from one party for a considerable period of time, which in our opinion are doubtful of recovery. Had the Company accounted for the same the loss for the period would have been Rs.(27.99) Millions as against a reported net profit of Rs. 1.28 Millions ,deficit balance in profit and loss account would have been Rs. 1,741.22 Millions as against Rs. 1,711.95 Millions, balance in Trade Receivables would have been Rs. 131.14 Millions as against Rs. 160.41 Millions.

b) The Company has not provided for loans and advances aggregating to Rs. 36.84 Millions given to various parties outstanding for a considerable period of time, which in our opinion are doubtful of recovery, Had the Company accounted for the same the loss for the period would have been Rs. (35.56) Millions as against a reported profit of Rs. 1.28 Millions, deficit balance in profit and loss account would have been Rs. 1748.79 Millions as against Rs. 1711.95 Millions, balance in loans and advances would have been Rs. 490.84Millions as againstRs. 527.68 Millions .

c) The audit report for the year ended March 31,2013 was also qualified in respect of the above matter stated in paragraph 10(a) and 10(b) above..

d) Had the Company accounted for our comments in paragraph 10(a) and10(b) above there would have been loss for the period amounting to Rs. 64.83 Millions as against a reported profit of Rs. 1.28 Millions , balances in Trade Receivables would have been Rs. 131.14 Millions as against Rs. 160.41 Millions, balance in loans and advances would have been Rs. 490.84 Millions as against Rs. 527.68 Millions,Deficit balance in profit and loss account would have been Rs. 1778.06 Millions as agains tRs. 1,711.95 Millions.

11. 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; except balance confirmation/ reconciliation of certain balances.

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, except for comments in paragraph 9 and 10 above;

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.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 6 of the Our Report of even date.

Re: Ganesh Benzoplast Limited (''the Company'')

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

(b) Fixed Assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) There was no substantial disposal of fixed assets during the year.

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) During the year the Company has granted Interest Free loans / advances to two parties covered in the register maintained under section 301 of the Companies Act, 1956 to the extent of Rs. 1.18 Millions. The maximum amount involved during the year was Rs. 156.91 Millions and the yearend balance of loans granted to such parties was Rs. 156.91 Millions.

(b) In respect of loans /advances granted, repayment of the principal amount is stipulated.

(c) There is no overdue amount of loans/advances granted to Companies, firms or other parties listed in the register maintained under section 301of the Companies Act, 1956.

(d) The Company has taken Interest free loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 209.56 Millions and the year end balance of loans taken from such parties was Rs. 195.86 Millions.

(e) In our opinion and according to the information and explanations given to us , the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company because these are long term and interest free unsecured loan availed from the promoters of the company.

(f) In respect of loans taken, there is agreed period for repayment of these loans.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchases of inventory, fixed assets and sales of goods and service. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In respect of transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs have been entered in to during the financial year 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.

(vii) The Company does not have an internal audit system.

(viii) We have broadly reviewed the books of account maintained by the Company 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 made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales- tax, service tax customs duty, excise duty, cess and other statutory dues have not been regularly deposited with the appropriate authorities and there have been delays in some of the cases.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the yearend for a period of more than six months from the date they became payable are as follows:

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

Maharashtra Labour Labour fund Dues 0.02 welfare Fund Act

Professional Tax Act Professional Tax 1.26

Employees Provident Provident Fund 3.12 Fund Act

Income Tax Act,1961 Income Tax 10.94*

Name of the statute Period to which due Date Date of the amount Payment relates

Maharashtra Labour 2004- 2014 Various dates Not paid welfare Fund Act

Professional Tax Act 2005-2012 Various dates Not paid

Employees Provident 2002-2014 Various dates Not paid Fund Act

Income Tax Act,1961 1999-2001 Various dates Not paid

*The Income tax demand shown above will be reduced to the extent of unadjusted TDS refund for the A.Y. 12-13, A.Y. 13-14 and A.Y. 14-15.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Period to which statute (in Millions ) the amount relates

Income Tax Interest u/s 28.21 AY 1999-2000 and Act , 1961 234A/B/C & A.Y 2000-01 220(2) of the act. Name of the Forum where dispute is pending statute

Income Tax Company has approached BIFR for Act , 1961 waiver of total interest payable u/s 234A/B/C and 220(2) of the act. (x) The Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses in current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose 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, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) In respect of bonds issued by the Company and outstanding during the year, the Company has created security or charge in respect of bonds issued.

(xx) According to the information and explanations given to us, during the year, the Company has not raised any money through public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Samria & Co. Chartered Accountants Firm Registration No.: 109043W

CA S.R. Rathi Place: Mumbai Partner Date: 30th May, 2014 Membership No.: 112376

---

Mar 31, 2013

1 Report on the Financial statements

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

2 Management''s Responsibility for the Financial Statements

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

3 Auditor''s responsibility

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

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. 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.

5 Opinion

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

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

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

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

6 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 sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

7 Without qualifying our opinion, we draw attention to Note no.29 to notes to accounts to the financial statements. As at March 31, 2013 the company''s accumulated losses of Rs. 1713.24 Millions exceeds its net worth of Rs. 843.61 Millions. These matters raise substantial doubts regarding the Company''s ability to continue as a going concern, which is dependent on establishing profitable operations and obtaining continuing financial support from its shareholders. These mitigating factors have been more fully discussed in Note no.29 accompanying financial statements, in view of which the accompanying financial statements have been prepared under the going concern assumption, and consequently, no adjustments have been made to the carrying values or classification of balance sheet accounts.

8 The net worth of the Company has been fully eroded as on March 31, 2013, however the Company had in the earlier years given inter corporate deposits to certain parties and has also taken loans from certain parties without passing any special resolution in a general meeting as required by section 372A and Section 293(1) (d) respectively of the Companies Act, 1956.

The Impact of our comments in paragraph 8 above, if any, on the financial statements cannot be ascertained.

9 The balances of the Trade Receivables, Trade Payables and Advances given to certain parties are subject to confirmation / reconciliation.

10 a) The company has not provided for debts aggregating to Rs. 29.27 Millions in respect of outstanding from one party for a considerable period of time, which in our opinion are doubtful of recovery. Had the Company accounted for the same the profit for the period would have been Rs. 58.01 Millions as against a reported net profit of Rs. 87.28 Millions, deficit balance in profit and loss account would have been Rs. 1,742.51 Millions as againstRs. 1,713.24 Millions, balance in Trade Receivables would have been Rs. 759.69 Millions as against Rs. 188.96 Millions.

b) The Company has not provided for loans and advances aggregating to Rs. 68.97 Millions given to various parties outstanding for a considerable period of time, which in our opinion are doubtful of recovery, Had the Company accounted for the same the profit for the period would have been Rs. 78.37 Millions as against a reported profit ofRs. 87.28 Millions, deficit balance in profit and loss account would have been Rs. 1782.21 Millions as against Rs. 1713.24 Millions, balance in loans and advances would have been Rs. 363.16 Millions as against Rs. 432.13 Millions.

c) The audit report for the year ended March 31,2013 was also qualified in respect of the above matter stated in paragraph 10(a) and 10(b) above..

d) Had the Company accounted for our comments in paragraph 10(a) and10(b) above there would have been loss for the period amounting toRs. 10.96 Millions as against a reported profit of Rs. 87.28 Millions, balances in Trade Receivables would have been Rs. 159.69 Millions as against Rs. 788.96 Millions, balance in loans and advances would have been Rs. 363.16 Millions as against Rs. 432.73 Millions, Deficit balance in profit and loss account would have been 1811.48 Millions as againstRs. 1,713.24 Millions.

11. 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; except balance confirmation/ reconciliation of certain balances.

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, except for comments in paragraph 9 and 10 above;

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

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

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

(b) Fixed Assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) There was no substantial disposal of fixed assets during the year.

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) During the year the Company has granted Interest Free loans / advances to three parties covered in the register maintained under section 301 of the Companies Act, 1956 to the extent of Rs. 8.56 Millions. The maximum amount involved during the year was Rs. 207.64 Millions and the year end balance of loans granted to such parties wasRs. 185.01 Millions.

(b) In respect of loans /advances granted, repayment of the principal amount is stipulated.

(c) There is no overdue amount of loans/advances granted to Companies, firms or other parties listed in the register maintained under section 301of the Companies Act, 1956.

(d) The Company has taken Interest free loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 204.63 Millions and the year end balance of loans taken from such parties was Rs. 192.22 Millions.

(e) In our opinion and according to the information and explanations given to us , the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company because these are long term and interest free unsecured loan availed from the promoters of the company.

(f) In respect of loans taken, there is agreed period for repayment of these loans.

(iv) In our opinion and according to the information and explanations given to us, the internal control system for purchases of inventory, fixed assets and sales of goods and services is inadequate since in some cases of purchases of inventory and fixed assets the same are made without inviting quotations and in case of sales of goods and services there are no contractual agreements for all the customers. In our opinion this is a continuing failure to correct major weakness in the internal control system.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In respect of transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs have been entered in to during the financial year 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.

(vii) The Company does not have an internal audit system.

(viii) We have broadly reviewed the books of account maintained by the Company 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 made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales- tax, service tax customs duty, excise duty, cess and other statutory dues have not been regularly deposited with the appropriate authorities and there have been delays in large number of cases.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year - end for a period of more than six months from the date they became payable are as follows:

(x) The Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses in current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose 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, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) In respect of bonds issued by the Company and outstanding during the year, the Company has created security or charge in respect of bonds issued.

(xx) According to the information and explanations given to us, during the year, the Company has not raised any money through public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For Samria & Co.

Chartered Accountants

Firm Registration No.: 109043W



CA S.R. Rathi

Partner

Membership No.: 112376

Place: Mumbai

Date: 30th May, 2013

---

Mar 31, 2012

1 We have audited the attached Balance Sheet of Ganesh Benzoplast Limited (''the Company'') as at March 31, 2012 and also the statement of Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4 Without qualifying our opinion, we draw attention to Note no.29 to notes to accounts to the financial statements. As at March 31, 2012 the company''s accumulated losses of Rs.1800.52 Million exceeds its net worth of Rs.930.89 Million. These matters raise substantial doubts regarding the Company''s ability to continue as a going concern, which is dependent on establishing profitable operations and obtaining continuing financial support from its shareholders. These mitigating factors have been more fully discussed in Note no.29 accompanying financial statements, in view of which the accompanying financial statements have been prepared under the going concern assumption, and consequently, no adjustments have been made to the carrying values or. classification of balance sheet accounts.

5 a) The Company had in the earlier year paid salary to a relative of a Director amounting to Rs.3.87 Millions without obtaining approval of the Central I government as required by Section 314 (1B) of the I Companies Act, 1956.

b) The net worth of the Company has been fully I eroded as on March 31, 2012, however the I Company had in the earlier years given inter 1 ''corporate deposits to certain parties and has also I taken loans from certain parties without passing I any special resolution in a general meeting as I required by section 372A and Section 293(1) (d) II respectively of the Companies Act, 1956. I The Impact of our comments in paragraph 5 II above, if any, on the financial statements cannot I be ascertained.

6 The balances of the Trade Receivables, Trade Payables 1 and Advances given to certain parties are subject to II confirmation / reconciliation. Consequently we are. I unable to comment on the carrying values of these I balances and the impact if any on the accompanying I financial statements. II

7 a) The company has not provided for debts 1 aggregating to Rs.29.27 Millions in respect of I outstanding from one party for a considerable period of time, which in our opinion are doubtful of recovery. Had the Company accounted for the I same the loss for the period would have been Rs.17.47 Millions as against a reported net profit I of 1.80 Millions ,deficit balance in profit and toss account would have been 71,829.79 Millions as against Rs.1,800.52Millions, balance in Trade Receivables would have been Rs.73.05 Millions as against %102.32Millions.

b) The Company has not provided for loans and advances aggregating to Rs.69.47 Millions given to various parties outstanding for a considerable period of time, which in our opinion are doubtful of recovery, Had the Company accounted for the j same the loss for the period would have been Rs.57.67 Millions as against a reported profit of XII 30 Millions, deficit balance in profit and loss account would have been Rs. 1869.99 Millions as againstRs.1,800.52 Millions, balance in loans and advances would have been Rs. 292.48 as against Rs. 361.95 Millions.

c) Had the Company accounted for our comments in paragraph 7(a) and 7(b) above there would have been loss for the period amounting to Rs.86.94 Millions as against a reported profit of Rs.11.80 Millions, Balances in Trade Receivables would have been Rs.73.05 Millions as against Rs.102.32 Miliions, balance in loans and advances would have been Rs.292.48 as against Rs.361.95-Millions,Deficit balance in profit and loss account would have been 1899.27 Millions as against Rs.1,800,52 Millions,

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

i. We have obtained ail the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit, except balance confirmation / reconciliation of certain balances.

ii. 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;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, Statement of profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except for comments in paragraph Sand 7above;

v. On the basis of the written representations received from all the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the director are disqualified from being appointed as a director in any other public company in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. Based on our audit, In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to our remarks in paragraph 5 and paragraph 6 the impact of which cannot be ascertained on the financial statements, and paragraph 7,8(i) and 8(iv) above, give the information required by the Companies Act, 1956, in the manner so required and, give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012;

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

(c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date

Re: Ganesh Benzoplast Limited (''the Company'')

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

(b) Fixed Assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) There was no substantial disposal of fixed assets during the year.

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) During the year Company has granted Interest Free loans / advances to three parties covered in the register maintained under section 301 of the Companies Act, 1956 to the extent of Rs.1.36 Million. The maximum amount involved during the year was Rs. 180.32 Millions and the year- end balance of loans granted to such parties was Rs. 176.45 Millions.

(b) In respect of loans/advances gratitude, repayment of the principal amount is stipulated.

(c) There is no overdue amount of loans/advances granted to Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(d) In earlier years the Company has taken Interest free loans from two parties covered in the register maintained under section 301 of the Companies . Act, 1956. The maximum amount involved during the year was Rs. 207.73 Millions and the year-end balance of loans taken from such parties was Rs. 206.49 Millions.

{e) In our opinion and according to the information and explanations given to us , the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company because these are long term and interest free unsecured loan availed from the promoters of the company.

(f) In respect of loans taken, there is agreed period for repayment of these loans.

(iv) In our opinion and according to the information and explanations given to us, the internal control system for purchases of inventory, fixed assets and sales of goods and services is inadequate since in some cases of purchases of inventory and fixed assets the same are made without inviting quotations and in case of sales of goods and services there are no contractual agreements for all the customers. In our opinion this is a continuing failure to correct major weakness in the internal control system.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In respect of transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs have been entered in to during the financial year 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.

(vii) The Company does not have an internal audit system.

(viii) We have broadly reviewed the books of account maintained by the Company 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 made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales- tax, service tax customs duty, excise duty, cess and other statutory dues have nor been regularly deposited with the appropriate authorities and there have been delays in large number of cases.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, service tax. sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the yearend for a period of more than six months from the date they became payable are as follows: ,

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

Maharashtra Labour welfare Labour fund Dues 0.02 Fund Act

Professional Tax Act Professional Tax 2.08

Employees Provident Fund Act Provident Fund 2.70

Finance Act Service Tax 0.41

Income Tax Act, 1961 Income Tax 10.94

Companies Act, 1956 Investor Education 0.12 and Protection Fund



Name of the statute Period to Due Date Date of which the Payment amount relates

Maharashtra Labour Welfare Fund Act 2004-2012 Various dates Not paid

Professional Tax Act 1998-2012 Various dates Not paid

Employees provident Fund Act 2002-2012 Various dates Not paid

Finance Act 2011-2012 Various dates Not paid

Income Tax Act, 1961 2000-2001 Various dates Not paid

Companies Act, 1956 1997-1998 Various Dates Not Paid.



(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:



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

Income Tax Act, 1961 Interest u/s 37.6 AY 1999-2000 and "G" Bench, ITAT Mumbai 234A/B/C & 220(2) A.Y. 2000-01 as well as BIFR. of the act.



(x) The Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses in current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose 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, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) In respect of bonds issued by the Company and outstanding during the year, the Company has created security or charge in respect of bonds issued.

(xx) According to the information and explanations given to us, during the year, the Company has not raised any money through public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For Samria & Co.

Chartered Accountants

Firm Registration No.: 109043W



CA S.R.Rathi

Partner

Membership No.: 112376



Place: Mumbai

Date: November 29, 2012

---

Mar 31, 2011

1 We have audited the attached Balance Sheet of Ganesh Benzoplast Limited ('the Company') as at March 31, 2011 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 as- sessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4 Without qualifying our opinion, we draw attention to Note 2 of Schedule S to the financial statements. As at March 31, 2011 the company's accumulated losses of Rs.18,123.27 Lacs exceed its net worth of Rs. 8,696.30 Lacs. These matters raise substantial doubts regarding the Company's ability to continue as a going concern, which is dependent on establishing Profitable operations and obtaining continuing financial support from its shareholders. These mitigating factors have been more fully discussed in Note 2 of Schedule S to the accompanying financial statements, in view of which the accompanying financial statements have been prepared under the going concern assumption, and consequently, no adjustments have been made to the carrying values or classification of balance sheet accounts.

5 a) The Company had in the earlier years paid salary to a relative of a Director amounting to Rs.38.73 Lacs without obtaining approval of the Central government as required by Section 314 (1B) of the Companies Act, 1956.

b) The net worth of the Company has been fully eroded as on March 31, 2011, however the Company had in the earlier years given inter corpo- rate deposits to certain parties without passing any special resolution in a general meeting as required by section 372A of the Companies Act, 1956.

c) The audit report for the year ended March 31, 2010 was also qualifed in respect of the above matters stated in paragraph 5(a) and 5(b) above.

The Impact of our comments in paragraph 5 above, if any, on the financial statements cannot be ascertained.

6 a) From the analysis of segment wise performance of the Company we observed that certain fixed assets of chemical segment are not fully utilized and may need to be impaired as required by Accounting Standard (AS)28," Impairment of Assets". In the absence of information we are unable to comment on the extent of impairment if any and accordingly the effect of the same on the accompanying financial statements is not ascertainable The audit report for the for the year ended March 31,2010 was also qualified in respect of the above matter.

b) The balances of the Sundry Debtors, Sundry Creditors, and Advances given to certain parties are in the process of confirmation / reconciliation. Consequently we are unable to comment on the carrying values of these balances as recorded in these financial statements and accordingly the impact of the consequential adjustments on the Profit and Assets / Liabilities cannot be ascertained.

7 a) The company has not provided for debts aggregating to Rs 259.54 Lacs in respect of outstanding from one party for a considerable amount of time, which in our opinion are doubtful of recovery. Had the Company accounted for the same the loss for the period would have been Rs 249.26 Lacs as against Profit of Rs.10.28 Lacs , balance in Profit and loss account would have been Rs.18,382.81 Lacs as against Rs.18,123.27 Lacs , balance in Sundry Debtors would have been Rs.808.87 Lacs as against Rs.1,068.41 Lacs.

b) The Company has not provided for loans and advances aggregating to Rs.302.57 Lacs given to various parties outstanding for a considerable period of time, which in our opinion are doubtful of recovery, Had the Company accounted for the same the loss for the period would have been Rs.292.29 Lacs as against a Profit of Rs.10.28 Lacs balance in Profit and loss account would have been Rs.18,425.84 Lacs as against Rs 18,123.27 Lacs , balance in loans and advances would have been Rs 2,604.74 Lacs as against Rs.2,907.31 Lacs. The audit report for the year ended March 31, 2010 was also qualified in respect of the above matter.

c) The Company had in the earlier years after repaying part dues had entered into "one time settlement"(OTS) with certain lenders and accordingly in that year Company had credited the principal loan waiver on those term loans amount which was no longer payable aggregating to Rs.4,300.73 Lacs to capital reserve as against the Profit and loss account, Had the company credited the same to Profit and loss account then Profit for the period would have been 4,311.02 Lacs as against Profit of Rs 10.28 Lacs, debit balance in Profit and loss account would have been 13,822.54 Lacs as against Rs.18,123.27 Lacs.

d) Had the Company accounted for our comments in paragraph 7(a) to 7(c) above there would have been Profit for period amounting to Rs 3,748.90 Lacs as against reported Rs.10.28 Lacs, balances in Sundry debtors would have been Rs.808.87 Lacs as against Rs.1,068.41Lacs, bal- ance in loans and advances would have been Rs.2,604.74 Lacs as against Rs 2,907.31 Lacs, balance in Profit and loss account would have been 14,384.65 Lacs as against Rs.18,123.27 Lacs .

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit, except for our comments on paragraph 6 above relating to information in respect of impairment provision in respect of certain assets and pending balances confirmation / reconciliation.

ii. 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;

iii. The balance sheet, Profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, Profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except for comments in paragraph 6and 7above ;

v. On the basis of the written representations received from all the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the director are disqualified from being appointed as a director in any other public company in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. Based on our audit, In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to our remarks in paragraph 5 and paragraph 6 the impact of which cannot be ascertained on the financial statements, and paragraph 7,8(i) and 8(iv) above , give the information required by the Companies Act, 1956, in the manner so required and, give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2011;

(b) in the case of the Profit and loss account, of the Profit for the year ended on that date; and

(c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date

Re: Ganesh Benzoplast Limited ('the Company')

(i) (a) The Company has maintained proper records show- ing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed Assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) The management has conducted physical verifca- tion of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) The Company has granted Interest Free loans / advances to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.1,847.47 Lacs and the year- end balance of loans granted to such parties was Rs.1,655.85 Lacs.

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

(c) In respect of loans /advances granted, repayment of the principal amount is as stipulated.

(d) There is no overdue amount of loans/ advances granted to companies , firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has taken Interest free loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.2,117.64 Lacs and the year-end balance of loans taken from such parties was Rs. 2,077.27 Lacs.

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

(g) In respect of loans taken, repayment of the principal amount is as stipulated.

(iv) In our opinion and according to the information and explanations given to us, the internal control system for purchases of inventory, fixed assets and sales is inadequate since in case of purchases of inventory and fixed assets the same are made without inviting quotations and in case of sales there are no contractual agreements. In our opinion this is a continuing failure to correct major weakness in the internal control system.

(v) (a) According to the information and explanations pro- vided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year 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.

(vii) The Company does not have an internal audit system.

(viii) We have broadly reviewed the books of account maintained by the Company 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 made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees' state insurance, income-tax, sales- tax, service tax, customs duty, excise duty, cess and other statutory dues have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year – end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the Amount Period to which Due Date Date of dues (Rs) the amount relates Payment

Maharashtra Labour welfare Labour fund Dues 0.12 Lacs 2004- 2011 Various dates Not paid Fund Act

Professional Tax Act Professional Tax 17.62Lacs 1998-2011 Various dates Not paid

Employees Provident Fund Act Provident Fund 28.95Lacs 2002-2011 Various dates Not paid

Finance Act Service Tax 5.47 Lacs 2007-2011 Various dates Not paid

Income Tax Act , 1961 Tax Deducted at source 142.35 Lacs 2010-2011 Various dates Not paid

Income Tax Act , 1961 Income Tax 123.93 Lacs 2000-2001 Various dates Not paid

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount Period to which the Forum where dis- (Rs) amount relates pute is pending

Income Tax Act, 1961 Income Tax interest u/s 376.33 Lacs AY 1999-2000 and A.Y. 2000-01 ITAT, Mumbai as well 220(2) of the I.T.Act,1961 as BIFR

(x) The Company's accumulated losses at the end of the financial year are more than ffty percent of its net worth. The Company has not incurred cash losses in current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not de- faulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose 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, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion the price at which the shares have been issued is not prejudicial to the interest of the company.

(xix) In respect of debentures issued by the Company and outstanding during the year. The Company has created security or charge in respect of debentures issued.

(xx) According to the information and explanations given to us, during the year, the Company has not raised any money through public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For S.R. BATLIBOI & CO.

Chartered Accountants

Firm Registration No.: 301003E

Per Hemal Shah

Partner

Membership No.: 42650

Place: Mumbai

Date : September 05, 2011.

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Ganesh Benzoplast Limited (the Company) as at March 31, 2010 and also the Profit and Logs account and the cash flow statement for the year*ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Without qualifying our opinion, we draw attention to Note 3 of Schedule R to the accompanying financial statements. The company has accumulated losses that have eroded the net worth, which raise substantial doubt that the Company will be able to continue as a going concern. Subsequent to the year end the Company has been declared as Sick Industrial Undertaking by Board for Industrial and Financial Reconstruction (BIFR), wherein the board has appointed Operating Agency to prepare a revival scheme for the Company. Further the Company has during the year issued fresh shares at a premium to certain lenders against part of their dues. Accordingly these financial statements have been prepared assuming that the Company will continue as a going concern and hence does not include any adjustment that might be necessary should the Company be unable to continue as a going concern.

5. a) The Company has given to a director of the Company interest free loan / advance amounting to Rs. 82.87lacs (Previous year Rs 138.08 lacs) as on March 31,2010 for which the approval of Central Government as required by Section 295(1) of the Companies Act, 1956, has not been obtained.

b) The Company has paid Rs.20.52 lacs (Previous year Rs 18.21 lacs) by way of salary to a relative of a Director without obtaining approval of the Central government as required by Section 314 (1B) of the Companies Act, 1956.

c/ The Company has taken deposits amounting to Rs 109.28 lacs ( Previous year Rs 149.50 lacs) as on March 31, 2010 from shareholders and their relatives .which is not in accordance Companies (Acceptance of deposits) Rules 1975and has accordingly not complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

d) The networth of the Company has been fully eroded as on March 31, 2010, however the Company has during the year given inter corporate deposits to certain parties and has also taken loans from certain parties without passing any special resolution in a general meeting as required by section 372A and Section 293(1)(d) respectively of the Companies Act, 1956.

e) The audit report for the year ended March 31, 2009 was also qualified in respect of the above matters stated in paragraph 5(a)to 5(d) above.

The Impact of our comments in paragraph 5 above, if any, on the financial statements cannot be ascertained.

6 We have been informed by the management that certain fixed assets of chemical segment are not fully utilized and may need to be impaired as required by Accounting Standard (AS)28, " Impairment of Assets". In the absence of information we are unable to comment on the extent of impairment if any and accordingly the effect of the same on the accompanying financial statements is not ascertainable The audit report for the year ended March 31,2009 was also qualified in respect of the above matter.

7 a) The Company has not provided for loans and advances aggregating to Rs 402.04 Lacs given to various parties outstanding for a considerable period of time, which in our opinion are doubtful of recovery, Had the Company accounted for the same the loss for the period would have been Rs 1,467.77Lacs as against Rs 1,065.73 Lacs , balance in profit and loss account would have been Rs 23,811.29 Lacs as against Rs 23,409.25 Lacs , Balance in loans and advances would have been Rs 2,308.94 Lacs as against Rs 2710.98Lacs The audit report for the year ended March 31,2009 was also qualified in respect of (fie above matter.

b) The Company after repaying part dues has entered into "one time settlement"(OTS) with certain lenders and ¦accordingly has credited the principal loan waiver amount which is no longer payable aggregating to Rs.45 Lacs to capital reserve as against the profit and loss account, Had the company credited the same to profit and loss account then loss for the period has been reduced to Rs.1020.73 Lacs as against loss of Rs 1,065.73Lacs. balance in profit and loss account would have been 23,364.25 as against Rs. 23,409.25 and balance in reserves and surplus would have been Rs. 12,742.54 as against Rs. 12787.54.

c) Had the Company accounted for our comments in paragraph 7(a) and paragraph 7(b) above there would have been loss for the period amounting to Rs. 1422.77 Lacs as against loss of Rs 1,065.73 Lacs, Balance in loans and advances wbuld have been Rs 2,308.94 Lacs as against Rs 2,710. 98 Lacs, balance in profit and loss acount would have been 23,766.29 as against Rs. 23,409.25 and balance in reserves and surplus would have been Rs. 12,742.54 as against Rs. 12787.54.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit, except for our comments on paragraph 6 above relating to information in respect of impairment provision in respect of certain assets.

ii. 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;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except for comments in paragraph 6and 7above ;

v. On the basis of the written representations received from all the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the director are disqualified from being appointed as a director in any other public company in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956,

vi. Based on our audit, In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and subject to our remarks in paragraph 5andparagraph 6 the impact of which cannot be ascertained on the financial statements, and paragraph 7,8(i), and 8(iv) above , 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, 2010;

(b) in the case of0the profit and loss account, of the loss for the year ended on that date; and

(c) 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 of our report of even date Re: [Ganesh Benzoplast Limited] (the Company)

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) The Company has granted Interest Free loans/ advances to three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 2047.38 Lacs and the year- end balance of loans granted to such parties was Rs 1929.49 Lacs.

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

(c) In respect of loans /advances granted, repayment of the principal amount is as stipulated.

(d) There is no overdue amount of loans/ advances granted to companies , firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has taken Interest free loans from four parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2713.28 Lacs and the year-end balance of loans taken from such parties was Rs. 2654.09 Lacs.

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

(g) In respect of loans taken , repayment of the principal amount is as stipulated.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the sale of goods/services and for the purchase of fixed assets. However, the internal control system for purchases of inventory is inadequate since the purchases are made without inviting quotations. In our opinion this is a continuing failure to correct major weakness in the internal control system.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) in our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceedingxvalue of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has accepted deposits from share holders and relatives which is not in accordance with the Companies (Acceptance of Deposit) Rules, 1975 and has accordingly not complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) The Company does not have an internal audit system.

(viii) We have broadly reviewed the books of account maintained by the Company 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 made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, cess and other statutory dues have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases. Further, since the Central Governent has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same. (b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

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

Maharashtra Labour Labour fund Dues 0.09 Lacs 2004- 2010 welfare Fund Act

Professional Tax Act Professional Tax 13.91 Lacs 1998-2010

Employees Provident Provident Fund 27.21 Lacs 2002-2009 Fund Act

Sales Tax Act Sales Tax 14.73 Lacs 1994-2006

Finance Act Service Tax 22.97 Lacs 2007-2010

Income Tax Act , 1961 Tax Deducted 12.81 Lacs April, 2009- at source September 2009

Income Tax Act , 1961 Income Tax 116.22 Lacs 2000-2001



Name of the Statue Due Date Date of Payment

Maharashtra Labour welfare Fund Act Various dates Not paid

Professional Tax Act Various dates Not paid

Employees Provident Fund Act Various dates Not paid

Sales Tax Act Various dates Not paid

Finance Act Various dates Not paid

Income Tax Act , 1961 Various dates Not paid

Income Tax Act ,1961 Various dates Not paid



(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

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

Income Tax Act, 1961 Income Tax 376.33 Lacs AY 1999-2000 CIT(A) U/S 143(3) interest u/s 220(2)

(x) The Companys accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses in current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, the Company has defaulted in repayment of dues of term loan. Term loan amounting to Rs 121.16 Lacs became due for repayment on April 2002 which is not yet repaid by the company. The Company has not defaulted in repayment of dues to debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) Based on information and explanations given to us by the management, term* loans were applied for the purpose for which the leans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion the price at which the shares have been issued is not prejudicial to the interest of the company.

(xix) In respect of debentures issued by the Company and outstanding during the year. The Company has created security or charge in respect of debentures issued.

(xx) According to the information and explanations given to us, during the year, the Company has not raised any money through public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & Co.

Chartered Accountants Firm Registration No.: 301003E

Per Hemal Shah

Place : Mumbai Partner

Date: 05.10.2010 Membership No.: 42650