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Auditor Report of Greenlam Industries Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of GREENLAM INDUSTRIES LIMITED ("the Company"), which comprise
the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a
summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone
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 and Companies (Accounting Standards)
Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY Our responsibility is to express an opinion on these standalone 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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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. 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 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 standalone
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 31March 2016,
and its profit and its 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, 2016 ("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 paragraphs 3 and 4
of the Order.


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 purposes of our audit.

(b) In our opinion, proper books of account as required by the 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 and the Cash Flow Statement 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 Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules,
2016.

(e) On the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 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, refer to our
separate Report in "Annexure A".

(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 of pending litigations on its financial position in its financial statements – Refer Note
20.1.1 to the 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.


(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. No
material discrepancies were noticed on such verification.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and
according to information and explanations given by the management, the title deeds of immovable properties are held in the name
of the Company except in case of following immovable properties are yet to be transferred in the name of the Company pursuant to
Schemes of Arrangements.

Sl. Description Gross Net
No. Block As Block As
on 31st on 31st
March March
2016 2016

1. A Freehold plot
of Rs,71.62 Rs,66.46
land together
with Lacs Lacs
structure
thereon.

2. One Office Rs,286.98 Rs,235.24
Premises Lacs Lacs

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material
discrepancies were noticed on such physical verification.

(iii) The Company has granted unsecured loan to a subsidiary of a wholly owned subsidiary company covered in the register
maintained under section 189 of the Companies Act, 2013 ("the Act"). It has not granted any loans, secured or unsecured to any
other companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of
the Act.

(a) In our opinion, the rate of interest and other terms and conditions on which the loan had been granted to a subsidiary of a
wholly owned subsidiary company listed in the register maintained under section 189 of the Act were not, prima facie, prejudicial
to the interest of the Company, taking into consideration the prevailing rate of interest for foreign currency loans.

(b) In the case of the loans granted to a subsidiary of a wholly owned subsidiary company listed in the register maintained under
section 189 of the Act, the principal and interest had not fallen due for payment.

(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under
section 189 of the Act.

(iv) In our opinion and according to information and explanations given to us, in respect of loans, investments, guarantees, and
securities, the Company has complied with the provisions of Section 185 and 186 of the Act.

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

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, which apply to
the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess
and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,
employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other
material statutory dues were outstanding at the year end, for a period of more than six months from the date they became payable.

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


Statement of Disputed Dues

Name of the Nature of the Dues Amount Period to
which the Forum where
dispute
Statute amount
relates is pending
(Rs, in
Lacs) (Financial
Year)

Rajasthan
VAT Disallowance of
Set-off of the
Entry 58.95 2003 - 2004 Tax Board,
Ajmer
Act, 2003 Tax in respect
of Branch
Transfers

Rajasthan
VAT Disallowance of
Set-off of the
Entry 47.55 2004 - 2005 Tax Board,
Ajmer
Act, 2003 Tax in respect
of Branch
Transfers

Central
Excise Excise Duty on
Resin for
Captive 2543.31 June 2009 to Before
CESTAT, New
Act, 1944 Consumption February 2013 Delhi

Custom
Act 1962 Penalty for
alleged non-
payment 9.00 2014-15 Commissioner
Appeals,
of duty for
clearance of
imported Alwar
goods from
bonded
warehouse

MP VAT Act Classification
of goods sold
and 42.62 2009-10 Before Deputy
applicable rate
of tax thereon. Commissioner,
Indore

(viii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and according to information and explanations given by the management, we are of the opinion that the Company has not defaulted
in repayment of dues to any bank. Further, the Company does not have any debentures and loan from financial institution or
government.

(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial
public offer / further public offer / debt instruments and term loans and hence, reporting under clause (ix) is not applicable to
the Company and hence not commented upon.

(x) According to the information and explanations given to us by the Management, no fraud on or by the Company was noticed and
detected by the Management during the year:

(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and
according to the information and explanations given by the management, we report that the managerial remuneration has been paid /
provided 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, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not
applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and according to the information and explanations given by the management, transactions with the related parties are in
compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to
the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company
has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
under review and hence not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and
according to the information and explanations given by the management, the Company has not entered into any non-cash transactions
with directors or persons connected with him.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India
Act, 1934 are not applicable to the Company.


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

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India. 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
the 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
Companies Act, 2013.

AUDITOR''S RESPONSIBILITY Our responsibility is to express an opinion on the Company''s internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under Section 143(10) of the Companies
Act, 2013, 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 Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such controls operated effectively in all
material respects.

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

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

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING A Company''s internal financial control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal
financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2)
provide reasonable assurance that 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 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 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

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 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 the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

EXPLANATORY PARAGRAPH We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered
Accountants of India, as specified under Section 143(10) of the Act, the financial statements of Company, which comprise the
Balance Sheet as at March 31, 2016, and the related 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, and our report dated 27th May, 2016 expressed
an unqualified opinion thereon.

For D. DHANDARIA & COMPANY

Chartered Accountants

ICAI Firm Reg. No. 306147E

(Dindayal Dhandaria)

Partner

Membership No. 010928

Place of Signature: New Delhi

Dated: 27th May, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of GREENLAM INDUSTRIES 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 Standalone 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 standalone 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 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 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 standalone 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 March 2015 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Notes nos. 32, 3.1 and 7.1 to the financial statements which describe the effect of the Scheme of Arrangement on the Company and reciprocal charges, mortgages and encumbrances on the immovable assets of the Company and of Greenply Industries Limited, respectively.

Our opinion is not modified in respect of these matters. Report on Other Legal and Regulatory Requirements

1. 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.

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 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

(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 and with the returns received from the branches not visited by us;

(d) In our opinion, the aforesaid standalone 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(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 as referred to in Note no. 19.1.1 to the financial statements;

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

iii. The Company was not required to transfer any amount to the Investor Education and Protection Fund.

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in Paragraph 1 under heading of "Report on the other Legal and Regulatory Requirements" in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March 2015,

We report that:

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

(b) A substantial portion of the fixed assets have been physically verified by the management during the year and 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. No material discrepancies were noticed on such verification.

2. (a) As explained to us, the inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. The Company has not granted any loans to those covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

4. 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 with regard to purchase of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

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

6. The Central Government has not prescribed the maintenance of any cost records under section 148(1) of the Act, which apply to the Company.

7. (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, employees'' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. Although there has been delay in few cases, there are no undisputed statutory dues outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, the following disputed amounts of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited:

Name of the Nature of Amount

Statute the Dues (Rs. in Lacs)

Rajasthan VAT Act, Disallowance of Set-off of the 58.95 2003 Entry Tax in respect of Branch Transfers

Rajasthan VAT Act, Disallowance of Set-off of the 47.55 2003 Entry Tax in respect of Branch Transfers

Central Excise Act, Reversal of Cenvat Credit 11.07 1944

Rajasthan Tax on Constitutional Validity of the 98.00 Entry of Goods into Act Local Areas Act, 1999

Central Excise Act, Excise Duty on Resin for 2543.31 1944 Captive Consumption

Name of the the amount relates Forum where Period to which dispute is pending Statute (Financial Year)

Rajasthan VAT Act, 2003-2004 Tax Board, Ajmer 2003

Rajasthan VAT Act, 2003 2004-2005 Tax Board, Ajmer

Central Excise Act, 2007-2008 Rajasthan High 1944 Court, Jodhpur

Rajasthan Tax on Entry of Goods into Act January 2006 to Supreme Court of Local Areas December 2014 India Act, 1999

Central June 2009 to Before CESTAT, Excise Act, February 2013 New Delhi 1944

(c) According to the information and explanations given to us, the Company was not required to transfer any amount to the Investor Education and Protection Fund.

8. As the Company has been registered for a period of less than five years, clause 3 (viii) of the Order is not applicable.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks during the year. The Company has not issued any debentures and has not taken any loans from the financial institutions.

10. In our opinion and according to the information and the explanations given to us, the Company has given guarantee for loan taken from a bank by its subsidiary. The terms and conditions thereof are not prejudicial to the interest of the Company.

11. In our opinion and according to the information and the explanations given to us, the term loans have been applied for the purposes for which they were raised.

12. 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 D. DHANDARIA & COMPANY Chartered Accountants ICAI Firm Reg. No. 306147E

(Dindayal Dhandaria) Partner Membership No. 010928

Place of Signature: New Delhi Dated: 28th May, 2015

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