Auditor Report of Virya Resources Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of GAYATRI TISSUE & PAPERS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

(b) in the case of the Statement Profit and Loss, 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;

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

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

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

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the cash flow statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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 THE AUDITOR''S REPORT

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

1. In respect of its fixed assets:

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

b) All the assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) None of the fixed assets was disposed off during the year.

2. In respect of its inventories:

As explained to us, there are no inventories in the company and hence clause (ii) of paragraph 4 of the Order is not applicable.

3. In respect of the Loans secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act.

a. The Company has not granted any loans, Secured or unsecured, to Companies, Firms or other parties covered in the register maintained under section 301 of the Act. Accordingly sub clauses (b), (c), (d) & (e) of clause (iii) of this Order are not applicable.

b. In our opinion and according to the information and explanations given to us, the rate of interest, where ever applicable and other terms and conditions of the unsecured loans taken by the Company are not prima facie, prejudicial to the interest of the Company.

d. The Company has not taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956.

a. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b. According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts or arrangements entered in the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of each party during the year have been made at prices, which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

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

8. We have broadly reviewed the book of accounts maintained by the company where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a. According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sale tax, service tax, and other material statutory dues applicable to it. There are no arrears of statutory dues as at 31st March, 2014, which are outstanding for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, sale tax, service tax, were in arrears, as at the last day of the financial year for a period of more than six months from the date they became payable.

10. The Company has no accumulated losses as at 31st March, 2014 and it has not incurred any cash loss in the financial year under report and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

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

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. All the shares held as investments have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loans.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis, prima facie, been used during the year for long-term investments.

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

19. The Company has not issued any debentures during the year. Hence clause (xix) of paragraph 4 of the Order is not applicable.

20. The Company has not raised any money by the way of Public Issue during the year. Hence, clause (xx) of paragraph 4 of the Order is not applicable.

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

For VAS & CO., Chartered Accountants

Sd/- G.S.S. SRINIVAS Place : Secunderabad Proprietor Date : 29.05.2014 Membership No. 020901

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of GAYATRI TISSUE & PAPERS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and 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

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") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (“the Order ) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

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

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

c. the Balance Sheet, the Statement of Profit and Loss and the cash flow statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the cash flow statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 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 f the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 3 of our report of even date)

1 In respect of its fixed assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. All the assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. None of the fixed assets was disposed off during the year.

2 In respect of its inventories:

As explained to us, there are no inventories in the company and hence clause (ii) of paragraph 4 of the Order is not applicable.

3. In respect of the Loans secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act.

a. The Company has not granted any loans, Secured or unsecured, to Companies, Firms or other parties covered in the register maintained under section 301 of the Act. Accordingly sub clauses (b), (c), (d) & (e) of clause (iii) of this Order are not applicable.

b. In our opinion and according to the information and explanations given to us, the rate of interest, where ever applicable and other terms and conditions of the unsecured loans taken by the Company are not prima facie, prejudicial to the interest of the Company.

c. The Company has taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956.

a. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b. According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts or arrangements entered in the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of each party during the year have been made at prices, which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

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

8. We have broadly reviewed the book of accounts maintained by the company where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

a. According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sale tax, service tax, and other material statutory dues applicable to it. There are no arrears of statutory dues as at 31st March, 2013, which are outstanding for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, sale tax, service tax, were in arrears, as at the last day of the financial year for a period of more than six months from the date they became payable.

10. The Company has no accumulated losses as at 31st March, 2013 and it has not incurred any cash loss in the financial year under report and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

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

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. All the shares held as investments have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loans.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis, prima facie, been used during the year for long-term investments.

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

19. The Company has not issued any debentures during the year. Hence clause (xix) of paragraph 4 of the Order is not applicable.

20. The Company has not raised any money by the way of Public Issue during the year. Hence, clause (xx) of paragraph 4 of the Order is not applicable.

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

For VAS & CO.,

Chartered Accountants

Firm''s Registration Number: 0045375

Sd/-

G.S.S. SRINIVAS

Place : Secunderabad Proprietor

Date : 29.05.2013 Membership No. 020901

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Mar 31, 2012

We have audited the attached Balance Sheet of GAYATRI TISSUE & PAPERS LIMITED, as at 31 March 2012, the Profit and Loss Account and the Cash flow statement for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We 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.

1. As required by the Companies (Auditor's Report) Order, 2003, as amended from time to time, issued by the 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.

2. Further to our comments in the Annexure referred to paragraph 1 above, we report that:

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

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

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

d) 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.

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

f) 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 give a true and fair view and in conformity with the accounting principles generally accepted in India:

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

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

iii. In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

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

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

c) In our opinion the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. The Company has granted or taken loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 or Companies under the same management within the meaning of Section 317(1B).

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company.

4. a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year.

5. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

6. In our opinion, the Company has an internal Audit system commensurate with in the size and nature of its business.

7. The maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, is not applicable to the Company.

8. a) The company is regular in depositing with appropriate authorities the undisputed statutory dues applicable to it.

b) According to the information and explanations given to us there are no dues of Customs Duty, Wealth Tax, Excise Duty and Cess and other material statutory dues in arrears as of 31st March, 2012 for a period of more than six from the date they became payable.

9. In our opinion and according to the information and explanations given to us, the company has not default in repayment of dues to a financial institution, bank or debenture holders.

10. The Company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

11. The Provisions of clause (xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

12. In our opinion clause (xiv) of the order is not applicable to the company since the company is not dealing in or trading in shares securities debentures and other investments.

13. During the financial year the company has not given any guarantees for the loans availed by others from Banks or Financial Institutions.

14. According to the information and explanations given to us and on over all examination of the balance sheet of the company, we are of the opinion that there are no funds raised on short term basis have been utilized for long term purposes.

15. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Sec.301 of the Companies Act 1956,

16. The Company has not issued any Debentures during the year.

17. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For VAS & CO.,

Chartered Accountants

Sd/-

G.S.S. SRINIVAS

Place : Secunderabad Proprietor

Date : 30.05.2012 Membership No. 20901

---

Mar 31, 2011

We have audited the attached Balance Sheet of GAYATRI TISSUE & PAPERS LIMITED, as at 31 March 2011, the Profit and Loss Account and the Cash flow statement for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We 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.

1. As required by the Companies (Auditor's Report) Order, 2003, as amended from time to time, issued by the 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.

2. Further to our comments in the Annexure referred to paragraph 1 above, we report that:

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

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

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

d) 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.

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

f) 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 give a true and fair view and in conformity with the accounting principles generally accepted in India:

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

ii. In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date. iii. In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

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

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

c) In our opinion the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. The Company has granted or taken loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 or Companies under the same management with in the meaning of Section 317(1B).

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company.

4. a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year.

5. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

6. In our opinion, the Company has an internal Audit system commensurate with in the size and nature of its business.

7. The maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, is not applicable to the Company.

8. a) The company is regular in depositing with appropriate authorities the undisputed statutory dues applicable to it.

b) According to the information and explanations given to us there are no dues of Customs Duty, Wealth Tax, Excise Duty and Cess and other material statutory dues in arrears as of 31st March, 2011 for a period of more than six from the date they became payable.

9. In our opinion and according to the information and explanations given to us, the company has not default in repayment of dues to a financial institution, bank or debenture holders.

10. The Company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

11. The Provisions of clause (xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

12. In our opinion clause (xiv) of the order is not applicable to the company since the company is not dealing in or trading in shares securities debentures and other investments.

13. During the financial year 31st of March 2011, the company has not given any guarantees for the loans availed by others from Banks or Financial Institutions.

14. According to the information and explanations given to us and on over all examination of the balance sheet of the company, we are of the opinion that there are no funds raised on short term basis have been utilized for long term purposes.

15. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Sec.301 of the Companies Act 1956.

16. The Company has not issued any Debentures during the year 31.03.2011.

17. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For VAS & CO., Chartered Accountants

Sd/- G.S.S. SRINIVAS Chartered Accountant Membership No. 20901

Place : Secunderabad Date : 11.08.2011

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Mar 31, 2010

We have audited the attached Balance Sheet of GAYATRI TISSUE & PAPERS LIMITED, as at 31 March 2010, the Profit and Loss Account and the Cash flow statement for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We 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.

1. As required by the Companies (Auditors Report) Order, 2003, as amended from time to time, issued by the 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.

2. Further to our comments in the Annexure referred to paragraph 1 above, we report that:

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

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

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

d) 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.

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

f) 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 give a true and fair view and in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the State of affairs of the company as at 31st March 2010.

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

iii. In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

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

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

c) In our opinion the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. The Company has granted or taken loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 or Companies under the same management with in the meaning of Section 317(1B).

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company.

4. a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year.

5. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

6. In our opinion, the Company has an internal Audit system commensurate with in the size and nature of its business.

7. The maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, is not applicable to the Company.

8. a) The company is regular in depositing with appropriate authorities the undisputed statutory dues including Provident fund, Employees state Insurance, Income Tax, Entertainment Tax, and any other statutory dues applicable to it.

b) According to the information and explanations given to us there are no dues of Customs Duty, Wealth Tax, Excise Duty and Cess and other material statutory dues in arrears as of 31st March, 2010 for a period of more than six from the date they became payable.

9. In our opinion and according to the information and explanations given to us, the company has not default in repayment of dues to a financial institution, bank or debenture holders.

10. The Company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

11. The Provisions of clause (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

12. In our opinion clause (xiv) of the order is not applicable to the company since the company is not dealing in or trading in shares securities debentures and other investments.

13. In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

14. The company has not applied long term funds for short term purposes at 31st March, 2010

15. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Sec.301 of the Companies Act 1956,

16. The Company has not issued any Debentures.

17. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For VAS & CO.,

Chartered Accountants

G.S.S. SRINIVAS

Place: Secunderabad Chartered Accountant

Date :May 29, 2010 Membership No. 20901

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Mar 31, 2009

We have audited the attached Balance Sheet of GAYATRI TISSUE & PAPERS LIMITED, as at 31 March 2009, the Profit and Loss Account and the Cash flow statement for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We 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.

1. As required by the Companies (Auditors Report) Order, 2003, as amended from time to time, issued by the 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.

2. Further to our comments in the Annexure referred to paragraph 1 above, we report that:

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

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

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

d) 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.

e) On the basis of written representations received from the directors, as on 31st March, 2009, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956

f) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view and in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the State of affairs of the company as at 31st March 2009. ii. In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date. iii. In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT:

1. a) The company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

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

c) In our opinion the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. The Company has granted or taken loans from companies, firms or other parties covered in the register

maintained under Section 301 of the Companies Act, 1956 or Companies under the same management with in the meaning of Section 317(1B).

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company.

4. a) In our opinion and according to the information and explanations given to us, the transactions that

need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year.

5. The company has not accepted any deposits from the public with in the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

6. In our opinion, the Company has an internal Audit system commensurate with in the size and nature of its business.

7. The maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, is not applicable to the Company.

8. a) The company is regular in depositing with appropriate authorities the undisputed statutory dues

including Provident fund, Employees state Insurance, Income Tax, Entertainment Tax, and any other statutory dues applicable to it.

b) According to the information and explanations given to us there are no dues of Customs Duty, Wealth Tax, Excise Duty and Cess which have been deposited on account of any dispute except Income tax which is dispute and pending with appropriate authorities.

9. In our opinion and according to the information and explanations given to us, the company has not default in repayment of dues to a financial institution, bank or debenture holders.

10. The Company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

11. The Provisions of clause (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

12. In our opinion clause (xiv) of the order is not applicable to the company since the company is not dealing in or trading in shares securities debentures and other investments.

13. In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

14. The company has not applied long term funds for short term purposes at 31st March, 2009

15. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Sec.301 of the Companies Act 1956,

16. The Company has not issued any Debentures.

17. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For VAS & CO., Chartered Accountants Place : Secunderabad Date : June 29, 2009 Sd/ G.S.S.SRINIVAS Chartered Accountant M. No. 20901