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Auditor Report of Haldyn Glass Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT

To the Members of

HALDYN GLASS LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying Standalone Financial Statements of Haldyn Glass Limited (“the Company”), which comprise the Balance Sheet as at 31st 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

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 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 Standalone 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 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 Standalone 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 Standalone 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 and fair presentation of the Standalone 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 accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the Standalone 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

4. 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2016;

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

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

Emphasis of Matter

5 Without qualifying our opinion, attention is invited to Note No. 39 (a) of the Standalone financial statements, regarding managerial remuneration paid to Managing Director and Executive Chairman in excess of limits specified under Section 197 of the Companies Act, 2013 read with Schedule V which is subject to approval of the Central Government.

Report on Other Legal and Regulatory Requirements

6 As required by the Companies (Auditor’s Report) Order, 2016 (the “Order”), issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, and on the basis of verification of the books and records as considered appropriate and available and according to the information and explanations given to us, we enclose in the Annexure ‘A’ a statement on the matters specified in paragraphs 3 and 4 of the said order.

7. 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, 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.

(e) On the basis of written representations received from directors as on 31st March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as 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 operating effectiveness of such controls, we enclose 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 of pending litigations on its financial position in its Standalone financial statements to the extent determinable/ascertainable - Refer Note 32 to the financial statements.

ii) The Company does not have any long term contracts including derivative contracts for which there are any material foreseeable losses and thus no provision is required under the applicable law or Accounting Standards towards material foreseeable losses.

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

Statement on the matters specified in paragraphs 3 and 4 of Companies (Auditor’s Report) Order, 2016

(Referred to in paragraph 6 of our Audit Report of even date)

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets and certain particulars in respect of plant and machinery, office equipments and furniture & fixture are being updated by the company.

b) According to information and explanations given to us, fixed assets of the Company are being physically verified according to a phased programme of verification so as to verify all assets within a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, during the year no material discrepancies to the extent reconciled with the records available in this respect were noticed on such verifications, except discrepancy noticed on physical verification of moulds having written down value of Rs.112.74 lakhs which have been written off in the Statement of Profit and loss.

c) According to information and explanations given to us the title deeds of the immovable properties as disclosed in Note No. 12 - Fixed Assets of the Standalone Financials Statements are in the name of the Company, except in case of land of 12,248 sq. mt. having Gross Block and Written down value of Rs.17 lakhs which is yet to be registered in the name of the Company. All the immovable properties are in the erstwhile name of the Company i.e. Haldyn Gujrat Glass Limited.

ii) As informed to us, the inventories have been physically verified by the management at reasonable intervals during the year. Further according to the information and explanations given to us, the discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the Company and nature of its operations and have been properly dealt with in the books of account

iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions relating to same contained in Clause 3 (iii) (a) to (c) of the Order are not applicable.

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 loans and investments made, and guarantees and security provided by it. The Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Section 185 of the Companies Act, 2013.

v) As informed, the Company has not accepted any deposits during the year from public within the meaning of the directives issued by Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under. Accordingly, the provisions relating to same contained in Clause 3 (v) of the Order are not applicable.

vi) According to information and explanations given to us the Company is required to maintain cost records as prescribed by the Central Government under section 148 of the Companies Act, 2013. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the cost records under section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed records have been maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

vii) a) According to the information and explanations given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it as per the available records as far as ascertained by us on our verification, except for delay in payment of Wealth Tax.

According to the information and explanations given to us, there were no undisputed amounts payable in respect of outstanding statutory dues as aforesaid as at 31st March 2016 for a period of more than six months from the date they became payable, except to the extent mentioned here in below:

Name of Statute

Nature of Dues

Amount (Rs. in Lakhs)

Period to which amount relates

Due Date

Date of Payment

Wealth Tax Act, 1957

Wealth Tax

1.25

F.Y. 2013-14

30th November 2014

Not yet paid

b) According to the records examined by us and as per the information and explanations given to us, the particulars of statutory dues as at March 31, 2016 which have not been deposited on account of disputes and the forum where the dispute is pending is as under:

Name of the Statute

Nature of Tax

Amount (Rs. In Lakhs)

Period to which the amount relates

Forum where dispute is pending

Central Sales Tax Act

Sales Tax

501.11

F.Y. 1999-2000 to F.Y. 2003-2004 & 2008-2009 to 2011-2012

DSCT Appeal-2 Vadodara

Income Tax Act, 1961

Income Tax

272.26

F.Y. 2009-2010

CIT (Appeals)*

6.87

F.Y. 2010-2011

Assessing Officer

196.54

F.Y. 2011-2012

CIT (Appeals)

153.67

F.Y. 2012-2013

Assessing Officer

* Order passed by relevant authority, revised order pending to be received from Assessing Officer.

viii) According to information and explanation provided to us, the Company has not defaulted in repayment of loans or borrowings to any Financial Institutions or banks or government as at the balance sheet date. The Company has not issued any debentures.

ix) According to the information and explanations given to us, the Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions relating to same contained in Clause 3 (ix) of the Order are not applicable.

x) During the course of our examination of books of account and as far as records/details made available and verified by us and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed and reported during the year, nor we have been informed of such case by the management, except payment of Rs.15.02 lakhs made to the creditor which was not credited to his Bank account. The same has been provided for in the books of account.

xi) According to the information and explanations given to us, the Company has paid/provided for managerial remuneration in excess of limits specified under Section 197 of the Companies Act, 2013 read with Schedule V, to the extent of Rs.113.90 lakhs for which approval of Central Government is sought for by the Company. The Company will seek for refund of excess remuneration paid in the event of approval is not granted by the Central government.

xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, provisions of Clause 3 (xii) of the order are not applicable to the Company.

xiii) The Company has entered into transactions with related parties in compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit. Accordingly, the provisions of clause 3 (xiv) of the Order 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 person connected with them. Accordingly provisions of clause 3 (xv) of the Order are not applicable to the Company.

xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. According the provisions of clause 3(xvi) of the Order are not applicable to the Company.

For Mukund M. Chitale & Co.

Chartered Accountants

Firm Registration No. 106655W

(S. M. Chitale)

Place: Mumbai Partner

Date: May 27, 2016 M. No. 111383


Mar 31, 2015

1. We have audited the accompanying Financial Statements of Haldyn Glass Limited ["the Company"], which comprise the Balance Sheet as at 31st March 2015, 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 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 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

3. 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 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgement, 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 and fair presentation 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 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 financial statements.

Opinion

4. 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 31st March, 2015;

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

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

Report on Other Legal and Regulatory Requirements

5 As required by the Companies [Auditor's Report] Order, 2015 [the "Order"], issued by the Central Government of India in terms of Section 143[11] of the Companies Act, 2013, and on the basis of such verification of the books and records as considered appropriate and available and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said order.

6. 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, and the 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 written representations received from directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as 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 to the extent determinable/ascertainable – Refer Note 31 to the financial statements.

ii] The Company does not have any long term contracts including derivative contracts for which there are any material foreseeable losses and thus no provision is required under the applicable law or Accounting Standards towards material foreseeable losses.

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 THE INDEPENDENT AUDITORS' REPORT

Statement on the matters specified in paragraphs 3 and 4 of Companies [Auditor's Report] Order, 2015

[Referred to in paragraph 5 of our Audit Report of even date]

i] a] The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets and certain particulars in respect of plant and machinery, office equipments and furniture & fixture are being updated by the company.

b] According to information and explanations given to us, fixed assets of the Company are being physically verified according to a phased programme of verification so as to verify all assets within a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, during the year no material discrepancies to the extent reconciled with the records available in this respect were noticed on such verifications.

ii] a] As informed to us, the inventories have been physically verified by the management at periodic intervals. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable.

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

c] In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the Company and nature of its operations and have been properly dealt with in the books of account.

iii] a] According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions relating to same contained in Clause [iii] [a] to [b] of the Order are not applicable.

iv] In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v] As informed, the Company has not accepted any deposits during the year from public within the meaning of the directives issued by Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under. Accordingly, the provisions relating to same contained in Clause [v] of the Order are not applicable.

vi] According to information and explanations given to us the Company is required to maintain cost records as prescribed by the Central Government under section 148 of the Companies Act, 2013. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the cost records under section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed records have been maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

vii] a] According to the information and explanations given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it as per the available records as far as ascertained by us on our verification.

According to the information and explanations given to us, there were no undisputed amounts payable in respect of outstanding statutory dues as aforesaid as at 31st March 2015 for a period of more than six months from the date they became payable.

b] According to the records examined by us and as per the information and explanations given to us, the particulars of statutory dues as at March 31, 2015 which have not been deposited on account of disputes and the forum where the dispute is

Name of the Statute Nature of Tax Amount Period to which the Forum where dispute [Rs. In Lakhs] amount relates is pending

Central Sales Tax Act Sales Tax 471.99 F.Y. 1999-2000 to DSCT Appeal-2 F.Y. 2003-2004 & Vadodara 2008-2009 to 2010-2011

Income Tax Act, 1961 Income Tax 186.06 F.Y. 2007-2008 CIT [Appeals]*

1.21 F.Y. 2008-2009 CIT [Appeals]

272.26 F.Y. 2009-2010 CIT [Appeals]*

6.87 F.Y. 2010-2011 Assessing Officer

196.54 F.Y. 2011-2012 Assessing Officer

Fringe Benefit Tax 0.35 F.Y. 2008-2009 Assessing Officer

* Order passed by relevant authority, revised order pending to be received from Assessing Officer.

c] There are no amounts due as on 31st March 2015 which are required to be transferred to investor education and protection fund in accordance with the relevant provisions of Companies Act, 2013 and rules.

viii] Based on the financial statements covered pursuant to this report, the Company has no accumulated losses as at the year ended 31st March 2015 and has not incurred cash losses during the current financial year and the immediately preceding financial year.

ix] According to information and explanation provided to us, the Company has not defaulted in repayment of dues to Financial Institutions, banks or debenture holders.

x] 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 and accordingly, the provisions of clause 3[x] of the Order are not applicable to the Company.

xi] According to the information and explanations given to us, no term loans have been obtained by the Company.

xii] During the course of our examination of books of account and as far as records/details made available and verified by us and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed and reported during the year, nor we have been informed of such case by the management.

For Mukund M. Chitale & Co.

Chartered Accountants

Firm Registration No. 106655W

[S.M. Chitale] Place : Mumbai Partner

Dated : 29th May 2015 Membership No. 111383


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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"), 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. 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the 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 financial statements 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 31st March 2014;

(b) in the case of Statement of 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 as amended by the Companies (Auditor''s Report)(Amendment) Order, 2004 (the "Order"), issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, 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 statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by Section 227(3) of the Companies Act, 1956, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards as referred to in sub-section (3C) of section 211 of the Companies Act 1956, 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 to the extent applicable;

e) On the basis of the written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on 31st March 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 INDEPENDENT AUDITORS'' REPORT [Referred to in our report of even date]

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets and particulars in respect of plant and machineries, office equipments and furniture & fittings are being updated by the company.

b) According to information and explanations given to us, fixed assets of the Company are being physically verified according to a phased programme of verification so as to verify all assets within a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, during the year arising out of the physical verification carried out and to the extent reconciled with the records available, fixed assets amounting to '' 20.37 lakhs (written down value) have been written off and provision has been made towards fixed assets amounting to Rs. 20.15 lakhs (written down value).

c) The Company has not disposed off substantial part of fixed assets during the year under audit.

ii) a) As informed to us, the inventories have been physically verified by the management at periodic intervals. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the Company and nature of its operations and have been properly dealt with in the books of account.

iii) a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly,the provisions relating to same contained in Clause (iii) (a) to (d) of the Order are not applicable.

b) According to the information and explanations provided to us, during the earlier years the Company had taken loans from a company as covered in the register maintained under Sec 301 of the Companies Act, 1956 The maximum balance outstanding during the year was Rs. 400 lakhs and the year end balance was Rs. NIL.

c) In our opinion and according to information and explanation given to us, the terms and conditions are prima facie not prejudicial to the interest of the Company.

d) As per information and explanation given to us, the above loan has been repaid as at year end. As informed to us the interest payments have been made on a regular basis.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v) a) I n our opinion and according to the information and explanations given to us, 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) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of any party during the year have been made at prices which are reasonable having regard to prevalent market price at the relevant time.

vi) The Company has not accepted any deposits during the year from the public within the meaning of the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. Hence the provisions of the Clause (vi) are not applicable to the Company.

vii) According to information and explanations given to us the Company has an adequate internal audit system commensurate with the size and nature of its business.

viii) According to information and explanations given to us the Company is required to maintain cost records as prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 pursuant to the Companies (Cost Accounting Records Rules, 2011).We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Govt. for the maintenance of the cost records under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed records have been maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

ix) 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, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it as per the available records as far as ascertained by us on our verification, except for few delays in payment of tax deducted at source and Wealth Tax. There are no undisputed amounts payable which are outstanding as on 31st March,2014 for a period of more than six months from the date they became payable except to the extent mentioned herein below:

Name of the Statute Nature of Dues Amount [Rs.in Lakhs] Period to which amount relates Due Date Date of Payment

Wealth Tax Act, 1957 Wealth Tax 0.98 F.Y 2011-12 30th Sept 2012 Not yet paid

b) According to the records examined by us and as per the information and explanations given to us, the particulars of statutory dues as at March 31, 2014 which have not been deposited on account of disputes and the forum where the dispute is pending is as under:

Name of the Statute Nature of Tax Amount Period to which the amount Forum where dispute is [Rs.in lakhs] relates pending

Central Sales Tax Act Sales Tax 446.86 F.Y. 1995-1996 to DSCT Appeal-2 Vadodara F. Y. 2003-2004 & F. Y. 2009-2010

Income Tax Act, 1961 Income Tax 11.53 F.Y. 2006-2007 ITAT

273.56 F.Y. 2007-2008 & F. Y. 2009-2010 CIT (Appeals)

9.69 F.Y. 2010-2011 & F. Y. 2011-2012 Assessing Officer

Fringe Benefit Tax 0.55 F.Y. 2008-09 Assessing Officer



x) The Company has no accumulated losses as at the year-end. The Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

xi) According to information and explanation provided to us, the Company has not defaulted in repayment of dues to banks or debenture holders.

xii) According to information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures, and other securities, accordingly the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual fund/ society. Therefore, the provisions of the clause 4(xiii) of the Order, are not applicable to the Company.

xiv) According to information and explanation given to us, the Company has not dealt or traded in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Order 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 and as such, the provisions of clause 4(xv) of the Order are not applicable to the Company.

xvi) According to information and explanation given to us, the term loans have been applied for the purpose for which they have been obtained.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, no short term funds have been applied for Long Term purposes.

xviii) The Company has not made any preferential allotment of shares during the year. Therefore, the provisions of clause 4(xviii) of the Order are not applicable to the Company.

xix) The Company has not issued any debentures. Therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company.

xx) The Company has not raised any money by public issue. Therefore, the provisions of clause 4(xx) of the Order are not applicable to the Company.

xxi) During the course of our examination of books of account and as far as records / details made available and verified by us and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed and reported during the year, nor we have been informed of such case by the management.

For Mukund M. Chitale & Co.

Chartered Accountants Firm Registration No. 106655W

[S.M. Chitale]

Place : Mumbai Partner

Dated : May 26, 2014 Membership No. 111383


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying fnancial statements of Haldyn Glass Limited ["the Company"], which comprises of Balance Sheet as at 31st March 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

management''s responsibility for the financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements 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 31st March 2013;

[b] in the case of Statement of Proft and Loss, of the proft for the year ended on that date; and

[c] in the case of Cash Flow Statement, of the cash fows 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 as amended by the Companies [Auditor''s Report][Amendment] Order, 2004 [the "Order"], issued by the Central Government of India in terms of Section 227[4A] of the Companies Act, 1956, 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 statement on the matters specifed in paragraphs 4 and 5 of the said order.

2. As required by Section 227[3] of the Companies Act, 1956, we report that:

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

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

c] The Balance Sheet, Statement of Proft 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 Proft and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards as referred to in sub-section [3C] of section 211 of the Companies Act 1956 to the extent applicable;

e] On the basis of the written representations received from the directors as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualifed as on 31st March 2013 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 iNdePeNdeNt aUditors'' rePort

[Referred to in our report of even date]

i] a] The Company has maintained proper records showing full particulars, including quantitative details and situations of fxed assets and particulars in respect of plant and machinery and furniture & fxture are being updated by the Company.

b] According to information and explanations given to us, fxed assets of the Company are being physically verifed according to a phased programme of verifcation so as to verify all assets within a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its fxed assets. As informed, during the year no material discrepancies to the extent reconciled with the records available in this respect were noticed on such verifcations.

c] The Company has not disposed off substantial part of fxed assets during the year under audit.

ii] a] As informed to us, the inventories have been physically verifed by the management at periodic intervals. In our opinion and according to the information and explanations given to us, the frequency of such verifcation is reasonable.

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

c] In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verifcation between the physical stocks and the book records were not material having regard to the size of the Company and nature of its operations and have been properly dealt with in the books of account.

iii] a] According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, frms or other parties covered in the register maintained under Section 301 of the Act. Accordingly,the provisions relating to same contained in Clause [iii] [a] to [d] of the Order are not applicable.

b] According to the information and explanations provided to us, during the earlier years the Company has taken loans from company as covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum balance outstanding during the year as well as year end balance was Rs. 400 Lakhs.

c] In our opinion and according to information and explanation given to us, the terms and conditions are prima facie not prejudicial to the interest of the Company.

d] As per information and explanation given to us, the above loans are repayable within a period of next twelve months. As informed to us the interest payments are made on a regular basis.

iv] In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fxed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v] a] In our opinion and according to the information and explanations given to us, 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] In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of any party during the year have been made at prices which are reasonable having regard to prevalent market price at the relevant time.

vi] The Company has not accepted any deposits during the year from the public within the meaning of the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. Hence the provisions of the Clause [vi] are not applicable to the Company.

vii] According to information and explanations given to us the Company has an adequate internal audit system commensurate with the size and nature of its business.

viii] According to information and explanations given to us the Company is required to maintain cost records as prescribed by the Central Government under section 209[1] [d] of the Companies Act, 1956 pursuant to the Companies [Cost Accounting Records Rules, 2011]. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the cost records under section 209[1] [d] of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed records have been maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

ix] 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, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it as per the available records as far as ascertained by us on our verifcation, except for few delays in payment of tax deducted at source and there are no undisputed amounts payable which are outstanding as on 31st March, 2013 for a period of more than six months from the date they became payable.

b] According to the records examined by us and as per the information and explanations given to us, the particulars of statutory dues as at March 31, 2013 which have not been deposited on account of disputes and the forum where the dispute is pending is as under:

amount Name of the Statute Nature of tax [Rs. In lakhs]

Central Sales Tax Act Sales Tax 437.95

Income Tax Act, 1961 Income Tax 11.53

458.32

forum where dispute is Period to which the amount relates pending

F.Y. 1995-1996 to F. Y. 2003-2004 DSCT Appeal-2 Vadodara

A.Y. 2007-2008 ITAT

A.Y. 2008-2009 & A.Y. 2010-2011 CIT [Appeals]



x] The Company has no accumulated losses at the year-end. The Company has not incurred cash losses in the current fnancial year and in the immediately preceding fnancial year.

xi] According to information and explanation provided to us, the Company has not defaulted in repayment of dues to banks or debenture holders.

xii] According to information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures, and other securities, accordingly the provisions of clause 4 [xii] of the Order are not applicable to the Company.

xiii] According to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual fund/ society. Therefore, the provisions of the clause 4[xiii] of the Order, are not applicable to the Company.

xiv] According to information and explanation given to us, the Company has not dealt or traded in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 [xiv] of the Order 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 fnancial institutions and as such, the provisions of clause 4[xv] of the Order are not applicable to the Company.

xvi] According to information and explanation given to us, the term loans have been applied for the purpose for which they have been obtained.

xvii] According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, no short term funds have been applied for Long Term purposes.

xviii] The Company has not made any preferential allotment of shares during the year. Therefore, the provisions of clause 4[xviii] of the Order are not applicable to the Company.

xix] The Company has not issued any debentures. Therefore, the provisions of clause 4[xix] of the Order are not applicable to the Company.

xx] The Company has not raised any money by public issue. Therefore, the provisions of clause 4[xx] of the Order are not applicable to the Company.

xxi] During the course of our examination of books of account and as far as records/details made available and verifed by us and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the management.



For mukund m. chitale & co. Chartered Accountants

firm registration No: 106655W

[S.m. chitale] Place : mumbai Partner

Dated : may 30, 2013 membership No. 111383


Mar 31, 2012

1. We have audited the attached Balance Sheet of Haldyn Glass Limited [Formerly known as Haldyn Glass Gujarat Limited] as at 31st March, 2012 and the annexed Statement of Profit and Loss and Cash Flow Statement for the year ended on that date. 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 the 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. Companies [Auditor's Report] Order, 2003 issued by the Central Government of India in terms of sub-section [4A] of Section 227 of the Companies Act, 1956. We give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 and Statement of Profit & Loss and the Cash flow Statement dealt with by this report is in agreement with the books of account.

[d] In our opinion, the Balance Sheet, Statement of Profit & Loss 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 the 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 in conformity with the accounting principles generally accepted in India;

a. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

b. In the case of Statement of Profit and Loss, of the Profit for the year ended on that date.

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



ANNEXURE TO THE AUDITORS' REPORT

[Referred to in paragraph 3 of our report of even date]

I. 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] The Company has physically verified certain assets during the year in accordance with a program of verification, which in our opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

[c] In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

II. In respect of Inventories :

[a] As explained to us, the inventories have been physically verified by the management at periodic intervals. In our opinion, the frequency of verification is reasonable.

[b] In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to size of the Company and the nature of its business.

[c] In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company and have been properly dealt with in the books of account.

III. In respect of loans, secured or unsecured granted or taken by the Company to/from the Companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956 :

[a] The Company has not granted any loans secured or unsecured to any such party accordingly clause iii [b] [c] and [d] of the Order is not applicable.

[b] The Company has taken loans from one such party during the year in respect of which maximum balance outstanding during the year is Rs. 700 Lakhs and year end balance is Rs. 400 Lakhs.

[c] In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

[d] As per the information and explanation given to us, the above loans were repayable after two years and there is no defined repayment schedule.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of fixed assets and for rendering of service. However, considering the misappropriation of Company's funds by few employees during the year, the management is in process to further strengthening the internal control system.

V. In respect of transactions entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956 :

[a] To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

[b] In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

VI. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public. Therefore, the provisions of section 58A and 58AA of the Companies Act, 1956, and Rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

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

VIII. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies [Cost Accounting Records] Rules, 2011 prescribed by the Central Government under Section 209[1][d] of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

IX. According to the information and explanations given to us in respect of statutory and other dues :

[a] The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Income tax, Sales tax, Service tax, Cess and other material statutory dues as applicable, during the year with the appropriate authorities.

[b] There were no Rules relating to the Amount of Cess payable by the company under section 441A of the Act have been notified by the Central Government. Hence, we are unable to comment on this particular issue.

[c] According to information and explanations given to us, there are no undisputed amounts payable in respect of income tax, service tax, custom duty and excise duty at the year end for the period of more than six month from the date they become payable.

[d] Disputed dues in respect of Sales Tax – aggregating to Rs. 437.95 Lakhs - pending before Sales Tax Authorities [including appeal to be filed] have not been deposited since the matters are pending before relevant Appellate Authorities, as listed below:

Authority where the dispute is pending Assessment Year Amount [Rs. lakhs]

DCST Appeal – 2, Vadodara 1995-1996 to 2003-2004 739.55

Less : Liability recognized 301.60

Balance 437.95

Commissioner of Income Tax [A] 2008-2009 186.06

X. The Company does not have accumulated losses as at 31st March 2012 and has not incurred cash losses during the year covered by our audit and in the immediately preceding financial year.

XI. Based on our audit procedures and as per the information and explanation given to us by the management, we are of the opinion that the Company has not defaulted in the repayment of dues of financial institutions, banks.

XII. In our opinion and according to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The provisions of any special statute as specified under Clause 4[xiii] of the Order are not applicable to the Company.

XIV. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investment. The company has maintained proper records of transactions and contracts in respect of investment in shares and timely entries have been made therein. The Company has held all the investments in its own name.

XV. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

XVI. In our opinion and according to the information and explanation given to us and on overall basis, the Term loans have been applied for the purpose for which they have been obtained.

XVII. Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company in our opinion, there are no funds raised on a short term basis which have been used for long term investment.

XVIII. The Company has not made any preferential allotment during the year.

XIX. As the Company has not issued any debentures during the year accordingly, clause 4[xix] of the Order is not applicable to the Company.

XX. The Company has not raised any money by public issue during the year hence clause 4[xx] of the order is not applicable to the Company.

XXI. Instances of misappropriation of the Company's funds by some senior employees were noticed during the year. The Company has lodged a police complaint and initiated appropriate legal action. Investigations are in progress. The amount involved is not presently quantifiable.



FOR CHATURVEDI SOHAN & CO.

Chartered Accountants

Firm registration No: 118424W

SOHAN CHATURVEDI Place : mumbai Partner

Dated : may 30, 2012 Membership No. 30760


Mar 31, 2011

1. We have audited the attached Balance Sheet of Haldyn Glass Gujarat Limited as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow statement of the Company 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 the 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 Companies [Auditor's Report] Order, 2003 as amended by Companies [Auditor's Report] [Amendment] Order, 2004 [together ‘the Order'], issued by the Central Government of India in terms of sub-section [4A] of section 227 of the Companies Act, 1956 we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 it appears from our examination of such books.

[c] The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of 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 the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is 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.

Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, 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;

i] In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2011; ii] In the case of Profit and Loss Account of the profit for the year ended on that date, and iii] In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT [Referred to in paragraph 3 of our report of even date]

i] The nature of the Company's business / activities during the year is such that clauses [viii] & [xiii] of paragraph 4 of the Companies [Auditor's Report] Order, 2003 are not applicable to the Company for the year ended on 31st March, 2011.

ii] In respect of its Fixed assets:

[a] The Company has maintained proper records showing full particulars including quantitative details and the location of Fixed Assets.

[b] The Company has physically verified certain assets during the year in accordance with a program of verification, which in our opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

[c] In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

iii] In respect of its inventory:

[a] The inventory has been physically verified by management during the year. In our opinion the frequency of verification is 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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

[c] In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventory and no material discrepancies were noticed on physical verification.

iv] In respect of loans. Secured or unsecured granted or taken by the Company to/from companies firm or other parties covered in the register, maintained u/s. 301 of the Companies Act 1956:

[a] The company has not granted any loans secured or unsecured to any such party accordingly clause iii [b] [c] and [d] of the Order is not applicable.

[b] The Company has taken loan from one such party during the year in respect of which maximum balance outstanding during the year is Rs. 1345.18 Lakhs and year end balance is Rs.. 700 Lakhs.

[c] In our opinion and according to the information and explanations given to us, the terms and conditions are not prima facie prejudicial to the interest of the company.

[d] As per the information and explanation given to us, the above were repayable on demand and there is no defined repayment schedule.

v] In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of inventory, fixed assets, sale of goods and services.

vi] In respect of transactions entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956;

[a] To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the Register have been so entered.

[b] In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vii] The Company has not accepted any deposits from the public. Therefore, the provisions of section 58A and 58AA of the Companies Act, 1956, and Rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

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

ix] According to the information and explanations given to us in respect of statutory and other dues;

[a] The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth- Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities during the year.

[b] According to information and explanations given to us there are no undisputed amounts payable in respect of income tax, service tax, customs duty and excise duty at the year end for a period of more than six months from the date they became payable. However the Wealth tax arrears of Rs. 2.65 Lakhs s as at the last day of financial year were outstanding for a period of more than six months from the date they became payable.

[c] Disputed dues in respect of Sales Tax – aggregating to Rs. 437.95 Lakhs - pending before Sales Tax Authorities [including appeal to be filed] have not been deposited since the matters are pending before relevant Appellate Authorities, as listed below: Authority where the dispute is pending Assessment Amount Yesr [Rs. Lakh] DCST [Appeal], Vadodara 1995-1996 to 739.55 2003 - 2004

Less : Liability recognised 301.60

Balance 437.95

x] The Company does not have accumulated losses as on 31st March, 2011 and has not incurred cash losses in current year and immediately preceding financial year.

xi] 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 the repayment of dues to financial institutions, banks and debentureholders.

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

xiii] In our opinion and according to the information and explanation given to us, the Company is not a Dealer / Trader in the securities. The Company has maintained proper records of transactions and contracts in respect of investments in shares and timely entries have been made therein. The Company has held all the investments in its own name.

xiv] In our opinion and according to the information and explanations given to us, no guarantees have been given by the Company for loans taken by others from banks and financial institutions.

xv] Based on information and explanation given to us by the Management, the term loans were applied for the purpose for which the loans were obtained.

xvi] According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company we report that no funds raised on short term basis [net of cash accruals during the year] have prima facie been used during the year for long term investment for acquisition of fixed assets.

xvii] The Company has not made any preferential allotment during the year.

xviii] According to the information and explanations given to us and the records examined by us, securities have been created in respect of the debentures issued.

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

xx] 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 CHATURVEDI SOHAN & CO. Chartered Accountants Firm Registration No. 118424 W

Sohan Chaturvedi Partner Membership No. 30760

Place: Mumbai Dated: May 25, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Haldyn Glass Gujarat Limited as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow statement of the Company 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 the 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 Companies [Auditors Report] Order, 2003 as amended by Companies [Auditors Report] [Amendment] Order, 2004 [together referred to as ‘the Order], issued by the Central Government of India in terms of sub-section [4A] of section 227 of the Companies Act, 1956, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 it appears from our examination of such books.

[c] The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of 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 the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is 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.

Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, 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;

i] In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2010;

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

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



ANNEXURE TO THE AUDITORS REPORT

[Referred to in paragraph 3 of our report of even date]

i] The nature of the Companys business / activities during the year is such that clauses [viii] & [xiii] of paragraph 4 of the Companies [Auditors Report] Order, 2003 are not applicable to the Company for the year ended on 31st March, 2010.

ii] In respect of its Fixed assets:

[a] The Company has maintained proper records showing full particulars including quantitative details and the location of Fixed Assets.

[b] The Company has physically verified certain assets during the year in accordance with a program of verification, which in our opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

[c] In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

iii] In respect of its inventory:

[a] The inventory has been physically verified by management during the year. In our opinion the frequency of verification is 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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

[c] In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventory and no material discrepancies were noticed on physical verification.

iv] In our opinion and according to the information and explanations given to us, during the year the Company has not granted any loans secured or unsecured to companies, firms or other parties as per Register maintained under section 301 of the Companies Act 1956. Accordingly paragraph [iii] [b], [c] and [d] of the Order are not applicable.

v] In our Opinion and according to the information and explanations given to us, the Company has taken unsecured loan from a company as per Register maintained under section 301 of the Companies Act 1956. The amount outstanding at the year end is Rs. 7 crores. The rate of interest and other conditions for loan taken are prima facie not prejudicial to the interest of the company.

vi] In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of inventory, fixed assets, sale of goods and services.

vii] In respect of transactions entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956;

[a] To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the Register have been so entered.

[b] In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are resonable having regard to prevailing market prices at that time.

viii] The Company has not accepted any deposits from the public. Therefore, the provisions of section 58A and 58AA of the Companies Act, 1956, and Rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

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

x] According to the information and explanations given to us in respect of statutory and other dues;

[a] The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax,

Sales Tax, Wealth- Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities during the year.

[b] According to information and explanations given to us there are no undisputed amounts payable in respect of income tax, service tax, , customs duty and excise duty at the year end for a period of more than six months from the date they became payable. However the Wealth tax arrears of Rs. 2.65 Lacs as at the last day of financial year were outstanding for a period of more than six months from the date they became payable.

[c] Disputed dues in respect of Sales Tax – aggregating to Rs. 437.95 Lacs - pending before Sales Tax Authorities [including appeal to be filed] have not been deposited since the matters are pending before relevant Appellate Authorities, as listed below:

Authority where the

dispute is pending Assessment Amount

Year [Rs. In Lacs]

DCST, Appeal - 2, Vadodara 1995 - 1996 51.12

DCST, Appeal - 2, Vadodara 1996 - 1997 124.70

DCST, Appeal - 2, Vadodara 1997 - 1998 112.15

DCST, Appeal - 2, Vadodara 1998 - 1999 4.67

DCST, Appeal - 4, Vadodara 1999 - 2000 8.31

DCST, Appeal - 4, Vadodara 2000 - 2001 35.75

DCST, Appeal - 4, Vadodara 2001 - 2002 150.96

DCST, Appeal - 4, Vadodara 2002 - 2003 214.08

DCST, Appeal - 4, Vadodara 2003 - 2004 37.81

Total 739.55

Less : Liability recognized 301.60

BALANCE 437.95

xi] The Company does not have accumulated losses as on 31st March, 2010 and has not incurred cash losses in current year and immediately preceding financial year.

xii] 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 the repayment of dues to financial institutions, banks and debentureholders.

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

xiv] In our opinion and according to the information and explanation given to us, the Company is not a Dealer / Trader in the securities.

xv] In our opinion and according to the information and explanations given to us, no guarantees have been given by the Company for loans taken by others from banks and financial institutions,

xvi] Based on information and explanation given to us by the Management, the term loans were applied for the purpose for which the loans were obtained.

xvii] According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis [net of cash accruals during the year] have prima facie been used during the year for long term investment for acquisition of fixed assets.

xviii] The Company has not made any preferential allotment during the year.

xix] According to the information and explanations given to us and the records examined by us, securities were created in respect of the debentures issued.

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

xxi] 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 CHATURVEDI SOHAN & CO.

Chartered Accountants

Firm Registration No: 118424 W

Sohan Chaturvedi

Place : Mumbai Partner

Date : May 28, 2010 Membership No. 30760

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