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Auditor Report of HIL Ltd.

Mar 31, 2022

Opinion Basis for Opinion

We have audited the standalone financial statements of HIL Limited (the "Company"), which comprise the standalone balance sheet as at 31 March 2022, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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 2022, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

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

Key Audit Matters

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

Revenue Recognition See Note 23 to the standalone financial statements
The Key Audit Matter	How the matter was addressed in our audit
The Company''s revenue is primarily derived from sale	In view of the significance of the matter we applied the following audit
of products of roofing solutions, building solutions,	procedures in this area, among others to obtain sufficient appropriate audit
polymer solutions and others.	evidence:
We have identified timing of revenue recognition as a	- We assessed the appropriateness of the revenue recognition accounting
key audit matter because there are variations in different sale contracts and consequently, there is a risk of revenue being overstated on account of recognition before transfer of control particularly due to pressures for achieving the performance targets for the year.	policies and compliance with applicable accounting standards; - We evaluated the design and implementation of key internal financial controls with respect to revenue recognition and tested operating effectiveness of such controls on selected transactions; - We performed substantive testing on samples selected using statistical sampling of revenue transactions, recorded during the year by testing the underlying documents to assess whether criteria for revenue recognition are met; - We tested sample journal entries selected based on specified risk-based criteria, to identify unusual items; - We tested, on a sample basis using statistical sampling, specific revenue transactions recorded around the year end date to check whether revenue has been recognised in the correct reporting period by testing the underlying documents; and - We carried out product wise year on year variance analysis on revenue recognised during the year to identify unusual variances.

Other Information

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

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

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

Report on Other Legal and Regulatory Requirements

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

2. (A) 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 standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act.

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

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

a) The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position in its standalone financial statements - Refer Note 39 to the standalone financial statements.

b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 53 to the standalone financial statements.

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

d) (i) The management has represented that, to the

best of its knowledge and belief, as disclosed in the Note 61 to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

â¢ directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries"); or

â¢ provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 61 to the accounts, no funds have been received by the Company from any persons or entities, including foreign entities

("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

â¢ directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries"); or

â¢ provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.

e) The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Companies Act 2013.

The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.

As stated in Note 16 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the Members at the ensuing Annual General Meeting. The dividend

declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

We draw attention to Note 40 to the standalone financial statements for the year ended 31 March 2022 according to which the managerial remuneration paid / payable to the Managing Director and Chief Executive Officer of the Company is INR 162770 Lacs as compared to the prescribed limits under Section 197 read with Schedule V to the Companies Act, 2013 of INR 1205.63 Lacs. As per the provisions of the Act, the excess remuneration is subject to approval of the shareholders which the Company proposes to obtain in the forthcoming Annual General Meeting. Our opinion is not modified in respect of this matter.

The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B S R & Associates LLP

Chartered Accountants

ICAI Firm''s Registration No. 116231W/ W-100024

Vikash Somani

Partner

Membership No.: 061272

UDIN: 22061272AIMNAF4883

Place: Hyderabad

Date: 06 May 2022

Mar 31, 2019

INDEPENDENT AUDITORSâ REPORT

To the Members of HIL Limited

Report on the Audit of the Standalone Ind AS Basis for Opinion

Financial Statements Opinion

We have audited the standalone Ind AS financial statements of HIL Limited ("the Companyâ), which comprise the standalone balance sheet as at 31 March 2019, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 ("Actâ) 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 2019, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Revenue recognition

See note 3(i) and note 22 to the standalone Ind AS financial statements

The key audit matter

How the matter was addressed in our audit

The Company''s revenue is principally derived from sale of products of roofing solutions, building solutions, polymer solutions and others.

We identified revenue recognition as a key audit matter because the Company and its external stakeholders focus on revenue as a key performance indicator. This could create an incentive for revenue to be recognized before control has been transferred.

In view of the significance of the matter, we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:

We assessed the appropriateness of the revenue recognition accounting policies by comparing them with applicable accounting standards;

We evaluated the design of controls and operating effectiveness of the relevant controls with respect to revenue recognition;

We performed substantive testing on samples selected using statistical sampling of revenue transactions, recorded during the year by testing the underlying documents;

We tested manual journal entries posted to revenue to identify unusual items;

We carried out year on year product wise variance analysis on revenue recognized during the year to identify unusual variances;

* We obtained external confirmations of debtors'' outstanding balance as at the financial year end date, selected on a sample basis, directly from customers and

We tested, on a sample basis, specific revenue transactions recorded before and after the financial year end date to determine whether the revenue had been recognized in the appropriate financial period.

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

Key Audit Matters

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

Other Information

Independent Auditors'' Report on the Audit of the standalone Ind AS Financial Statements of HIL Limited for the year ended 31 March 2019 (continued)

Impairment for investment in a subsidiary

See note 3(g) and note 7 to the standalone Ind AS financial statements

The key audit matter

How the matter was addressed in our audit

The Company has significant investment in a subsidiary which is recorded at cost.

We considered impairment of investment in a subsidiary as a key audit matter due to their materiality in the context of the financial statements. Management applies judgment in evaluating whether indicators of impairment are present and if yes, in assessing the future performance and prospects of the subsidiary and in determining the appropriate discount rate.

In view of the significance of the matter, we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:

We tested the design of controls over the review of the impairment analysis for investment;

* We assessed management''s assessment of indicators of impairment (both internal and external factors) for reasonableness;

We assessed the reasonableness of forecast inputs, growth assumptions by comparing against the historical trends to assess the reliability of management''s forecast and

We have evaluated the adequacy of the disclosures in accordance with requirements of Ind AS.

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and our auditors'' report thereon.

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

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs, profit and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 ("the Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in the "Annexure Aâ a statement on the matters specified in paragraphs 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.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act.

3. With respect to the other matters to be included in the Auditors'' 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 as at 31 March 2019 on its financial position in its standalone Ind AS financial statements. Refer Note 37(A) to the standalone Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Note 51 to the standalone Ind AS financial statements.

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

iv. The disclosures in the standalone Ind AS financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these standalone Ind AS financial statements since they do not pertain to the financial year ended 31 March 2019.

4. With respect to the matter to be included in the Auditors'' Report under Section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

With reference to the Annexure A referred to in Paragraph 1 in Report on Other Legal and Regulatory Requirements of the Independent Auditors'' Report of even date to the Members of HIL Limited ("the Companyâ) on the standalone Ind AS financial statements for the year ended 31 March 2019, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified during the year and no material discrepancies were observed on such verification.

(c) According to the information and explanations given by the Management, the title deeds of immovable properties included in fixed assets and investment property are held in the name of the Company except freehold land and investment property of I 1.27 lacs and I 427.60 lacs respectively, title of which is not registered in the name of the Company. Also refer Note 4(a) and 5(c) to the standalone Ind AS financial statements.

ii. The inventory, except goods-in-transit, have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stock and the book records were not material and have been appropriately dealt with in the books of accounts.

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

a) The terms and conditions of the grants of such aforesaid loans are not prejudicial to the interest of the Company.

b) The schedule of repayment of principal and payment of interest has been stipulated and the repayments are not yet due.

c) There are no overdue amounts in respect of the aforesaid loans.

iv. The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of investment made or loan provided to the parties covered under Section 186 of the Act. According to the information and explanations given to us, the Company has not provided guarantee or security to any party covered under Section 186 of the Act.

v. The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

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

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

to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Duty of Customs, Goods and Service Tax, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Duty of Customs, Goods and Service Tax, Cess and other material statutory dues were in arrears as at 31 March 2019 for a period of more than six months from the date they became payable. As explained to us, the Company did not have any undisputed statutory dues on account of Sales tax, Service tax, Duty of Excise, and Value Added Tax. Also refer note 37 to the standalone Ind AS financial statements.

(b) According to the information and explanations given to us and on the basis of our examination of records of the Company, the dues outstanding of Income-tax, Sales tax, Service tax, Duty of Customs, Duty of Excise and Value added tax on account of any dispute are as follows

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or Government. The Company does not have any outstanding dues to debenture holders.

Statute/ Nature of dues	Amount in Rupees lacs*	Period to which the amount relates	Forum where dispute is pending
Sales tax/ Value added	103.10	1988-89, 1990-91, 1997-98, 2007-08	Supreme Court
tax	302.81	1981-82, 1985-86, 2001-02, 2002-03,	High Court(s)
		2011-12
	63.70	1989-2006	Tribunal(s)
	3,032.06	1991-2017	Appellate Authority up to
			Commissioner''s level
Excise duty (including	1.28	2007-08	High Court(s)
service tax)	296.50	2004-2017	CESTAT(s)
	509.28	2003-2017	Appellate Authority up to
			Commissioner''s level
Income-tax	-	2005-06	High Court
	280.01	2008-09, 2009-10, 2010-11, 2012-13	Income-tax Appellate Tribunal
	938.97	2011-12, 2013-14	Appellate Authority up to
			Commissioner''s level
Wealth tax	56.98	1993-94, 1994-95, 1995-96, 1996-97,	Hon''ble High Court of
		1997-98	Telangana and Andhra Pradesh

ix. In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanations given to us, the term loans taken by the Company and applied during the year were for the purpose for which they were raised.

x. According to the information and explanations given to us, no material fraud on the Company by its officers and employees or fraud by the Company has been noticed or reported during the course of our audit.

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

xii. According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not a Nidhi Company prescribed under Section 406 of the Act. Accordingly, the provisions of Clause 3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and details of such transactions, have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order is 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 any noncash transactions with directors or persons connected with them as referred to in Section 192 of the Act.

xvi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provision of Clause 3(xvi) of the Order is not applicable to the Company.

Report on the internal financial controls with reference to the aforesaid standalone Ind AS financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (Referred to in paragraph (f) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date) Opinion

We have audited the internal financial controls with reference to financial statements of HIL Limited ("the Companyâ) as of 31 March 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone Ind AS financial statements and such internal financial controls were operating effectively as at 31 March 2019, based on the internal financial controls with reference to standalone Ind AS financial statements 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 (the "Guidance Noteâ).

Management''s Responsibility for Internal Financial Controls

The Company''s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone Ind AS financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as "the Actâ).

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls with reference to standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone Ind AS financial statements. 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 with reference to standalone Ind AS financial statements were established and maintained and whether 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 with reference to standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone Ind AS financial statements included obtaining an understanding of such internal financial controls, 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 standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls with reference to standalone Ind AS financial statements.

Meaning of Internal Financial controls with Reference to Standalone Ind AS Financial Statements

A Company''s internal financial controls with reference to standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial controls with reference to financial statements include 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 standalone Ind AS 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 standalone Ind AS financial statements.

Inherent Limitations of Internal Financial controls with Reference to Standalone Ind AS Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone Ind AS financial statements, 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 with reference to standalone Ind AS financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

for B S R & Associates LLP

Chartered Accountants

ICAI Firm Registration No.: 116231W/ W-100024

Vikash Somani

Partner

Membership No. 061272

Place: New Delhi

Date: 27 May 2019

Mar 31, 2018

Report on the Audit of the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of HIL Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the state of affairs, profit/loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Auditorâs Responsibility

Our responsibility is to express an opinion on these Ind AS 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 of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

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

We are also responsible to conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entityâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditorâs report. However, future events or conditions may cause an entity to cease to continue as a going concern.

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

Opinion

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

Other Matters

1. The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated April 27, 2017 and May 5, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of this matter

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Aâ 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 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, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

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

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

g) With respect to the other matters to be included in the Auditorâs 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 Ind AS financial statements- Refer Note 37 to the Ind AS 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from November 8, 2016 to December 30, 2016 have not been made since they do not pertain to the financial year ended March 31, 2018. However, amounts as appearing in the audited financial statements for the year ended March 31, 2017 have been disclosed.

With reference to the Annexure A referred to in Paragraph1 in Report on Other Legal and Regulatory Requirements of the Independent Auditorâs Report of even date to the Members of the Company on the Ind AS financial statements for the year ended March 31, 2018, we report that:

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

(c) According to the information and explanations given by the Management, the title deeds of immovable properties included in fixed assets and investment property are held in the name of the Company except freehold land and investment property of RS.1.27 lacs and RS.427.60 lacs respectively, title of which is not registered in the name of the Company. Also refer note 4(a) and 5(c) of the Ind AS financial statements.

ii. Physical verification of inventories, except goods-in-transit, have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 (the âActâ). Therefore, the provisions of sub-clause (a), (b) and (c) of clause 3(iii) of the said Order is not applicable to the Company.

iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act. Therefore, the provisions of paragraph3(iv) of the said Order is not applicable to the Company.

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

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Duty of Excise, Value added tax, Goods and Service Tax, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Duty of Excise, Value added tax, Goods and Service Tax, Cess and other material statutory dues were in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

Statute/ Nature of dues	Amount in Rupees lacs*	Period to which the amount relates	Forum where dispute is pending
Sales tax/ Value added tax	103.10	1988-89, 1990-91, 1997-98, 2007-08	Supreme Court
	302.81	1981-82, 1985-86, 2001-02, 2002-03, 2011-12	High Court(s)
	63.70	1989-2006	Tribunal(s)
	2,744.86	1991-2017	Appellate Authority up to Commissionerâs level
Excise duty (including service tax)	1.28	2007-08	High Court(s)
	1,265.75	2004-2017	CESTAT(s)
	1,647.72	2003-2017	Appellate Authority up to Commissionerâs level
Income-tax	-	2005-06	High Court
	280.01	2008-09, 2009-10, 2010-11, 2012-13	Income-tax Appellate Tribunal
	938.97	2011-12, 2013-14, 2014-15	Appellate Authority up to Commissionerâs level
Wealth tax	56.98	1993-94, 1994-95, 1995-96, 1996-97, 1997-98	Honâble High Court of Telangana and Andhra Pradesh

* The amounts disclosed are net of payments and include interest and penalties, wherever applicable.

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

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

We have audited the internal financial controls over financial reporting of HIL Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 (âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). 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 Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditorsâ Responsibility

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

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 auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with the generally accepted accounting principles. A Companyâs 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 Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companyâs assets that could have a material effect on the Ind AS 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, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

for M/s. B S R & Associates LLP

Chartered Accountants

ICAI Firm Registration No.: 116231W/ W-100024

Vikash Somani

Partner

Membership No. 061272

Place : New Delhi

Date : April 26, 2018

Mar 31, 2017

Independent auditorâs report

To the Members of HIL Limited Report on the Financial Statements

Managementâs Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe 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 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 the 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 the design, implementation and maintenance of adequate internal financial control 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.

Auditorâs 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, issued by the Institute of Chartered Accountants of India, as 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 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 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 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 31st March, 2017, 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 (âthe Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure 1", 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 purpose of our audit;

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

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

(d) In our opinion, the aforesaid 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 the Companies (Accounting Standards) Amendment Rules, 2016;

(e) On the basis of written representations received from the directors as on 31st March, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, 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 âAnnexure 2" to this report; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note 33 to the standalone financial statements;

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

iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Company; and

iv. The Company has provided requisite disclosures in note 16 to these standalone financial statements as to the holding of Specified Bank Notes on 8th November, 2016 and 30th December, 2016 as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on our enquiries, test check of the books of account and other details maintained by the Company and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of accounts maintained by the Company.

Re: HIL Limited (âThe Companyâ)

(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) According to information and explanations given by the management the title deeds of immovable properties included in fixed assets and investment property are held in the name of the Company except freehold land and investment property of H 1.27 lacs and H 427.60 lacs (WDV) respectively, title of which is not registered in the name of the Company. Also refer note 10 and 11A of the financial statements.

(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) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)

(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and guarantees, and securities given have been complied with by the Company.

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

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of Building products, thermal insulation products and generation of wind power and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(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, service tax, sales-tax, custom 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, custom duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount (RS, In lacs)	Period to which amount relates	Forum where dispute is pending
Tamil Nadu General Sales Tax Act, 1959 and Central Sales Tax Act, 1956	Sales tax on enhanced turnover due to certain disallowance	316.65*	1990-91, 1994-95, 199798, 2000-01, 2001-02, 2002-03, 2007-08, 2008-09, 2009-10, 2010-11, 2011-12	Hon''ble Supreme Court of India, Hon''ble High Court of Tamil Nadu, Sales Tax Appellate Tribunal, Appellate Assistant Commissioner

Andhra Pradesh	Disallowance of	446.35*	1985 - 86, 2010 - 11,	Hon''ble High Court of Telengana
General Sales Tax Act, 1957	concessional rate of tax		2011-12	and Andhra Pradesh, Appellate Deputy Commissioner
West Bengal Sales Tax Act, 1994 and Central Sales Tax Act, 1956	Sales tax demand	265.27	2001 - 02, 2002 - 03, 2003 - 04, 2004 - 05, 2005 - 06, 2007 - 08	Hon''ble High Court of West Bengal, West Bengal Appellate and revi-sional Board, Senior Joint Commissioner, Sales tax Appellate Tribunal
Bihar Finance Act, 1981	Local sales tax demand	140.05	2000 - 01, 2009 - 10	Joint Commissioner of Commercial taxes (Appeals), Commissioner of commercial taxes
	Demand of entry tax	28.57	2003-04	Assistant Commissioner of Commercial Taxes
	Sales tax demand	28.04	2002 - 03, 2003 - 04, 2004 - 05, 2005 - 06	Deputy Commissioner, Joint Commissioner, Commissioner of Commercial Taxes
Entry Tax of Goods Act, 1930	Demand for entry tax including interest	74.42*	2007 - 08	Hon''ble Supreme Court of India
Other States /	Local sales tax	469.76*	1993 - 94, 1997 - 98,	Hon''ble Supreme Court of India,
Central Sales Tax	demand, freight		1999 - 00, 2000 - 01,	Hon''ble High Court of Rajasthan,
Acts	rebate disallowed, entry tax on stock transfers and miscellaneous disallowance		2001 - 02, 2002 - 03, 2004 - 05, 2005 - 06, 2006 - 07, 2007 - 08, 2008 - 09, 2009 - 10, 2010 - 11, 2011 - 12, 2012 - 13	Appellate Tribunal, Commissioner of Commercial Taxes, Additional Commissioner (Appeals), Deputy Commissioner (Revision), Deputy Commissioner (Appeals), Joint Commissioner (Appeals), Joint Commissioner, Additional Commissioner, Assistant Commissioner (Appeals), Joint Director Enforcement, Jt. Commissioner of Commercial taxes
Other States like Jharkhand, Maharashtra and Orissa under Central Sales Tax Act, 1956	Sales tax demand	1386.33*	2007 - 08, 2008 - 09 , 2009 - 10, 2010 - 11, 2011 - 12	Commissioner of Commercial Taxes, Deputy Commissioner (Revision), Addl. Commissioner (Appeals)
Maharastra VAT Act	Sales Tax on	74.93*	2006-07, 2007-08,	Joint Commissioner of Commercial
2002 and Central Sales Tax Act 1956	enhanced turnover due to certain disallowance, Disallowance of Concessional Sales Tax Rate		2009-10, 2010-11, 2011-12	taxes (Appeals)

Name of the statute	Nature of dues	Amount (H In lacs)	Period to which amount relates	Forum where dispute is pending
Central Excise Act,	Excise duty	1663.33*	2003 - 04, 2004 - 05,	Assistant Commissioner,
1944	demand due to certain disallowance and wrong a ailment of CENVAT including penalty		2005 - 06, 2006 - 07, 2007 - 08, 2008 - 09, 2009 - 10, 2010 - 11, 2011 - 12, 2012 - 13, 2013 - 14, 2014 - 15	Joint Commissioner, Additional Commissioner, Appellate Tribunal, Commissioner (Appeals), Customs Excise & Service Tax Appellate Tribunal, Commissioner of Customs & Central Excise
	Excise duty demand including penalty	1040.32*	April 2004 - July 2009	Customs Excise and Service Tax Appellate Tribunal
Income Tax Act, 1961	Income tax demand	1815.22*	2005- 06, 2008-09, 2009-10, 2010- 11, 2011-12, 2012-13	Hon''ble High Court of Telangana and Andhra Pradesh, Income tax Appellate Tribunal, CIT(Appeals)
	Wealth tax demand	56.98	1993 - 94, 1994 - 95, 1995 - 96, 1996 - 97, 1997 - 98	Hon''ble High Court of Telangana and Andhra Pradesh

* net of H 92.45 lacs, H182.44 lacs, H36.14 lacs, H 145.55 lacs, H 133.09 lacs, H13.50 lacs, H 93.47 lacs, H 17.51 lacs and H 758.01 lacs respectively paid under protest / adjustable against refunds.

(viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government and repayment in the nature of loan to government in the nature of sales tax loan.

(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 hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

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

(xi) According to the information and explanations given by the management, 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) 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, reporting requirements under clause 3(xiv) are not applicable to the Company and hence not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(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.

To the Members of HIL Limited

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

We have audited the internal financial controls over financial reporting of HIL Limited (âthe Company") as of 31st March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs 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.

Auditorâs 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 âGuidance 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 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

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 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R.BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm registration number : 101049W/E300004

Per Vikas Kumar Pansari

Partner Place : New Delhi

Membership No.093649 Date : 27th April, 2017

Mar 31, 2016

To the Members of HIL Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of HIL Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2016, 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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 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, issued by the Institute of Chartered Accountants of India, 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 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 March 31, 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 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure

1, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 1 43(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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

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

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note 33 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

Re: HIL Limited (âThe Company'')

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

(c) According to information and explanations given by the management the title deeds of immovable properties included in fixed assets and investment property are held in the name of the Company except freehold land and investment property of '' 1.27 lacs and '' 427.60 lacs (WDV) respectively, title of which is not registered in the name of the Company. Also refer note 10 and 11 of the financial statements.

(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) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

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

(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.

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

Name of the statute	Nature of dues	Amount (Rs, In lacs)	Period to which amount relates	Forum where dispute is pending
Tamil Nadu General Sales Tax Act, 1959 and Central Sales Tax Act, 1956	Sales tax on enhanced turnover due to certain disallowance	369.74*	1990-91, 1994-95, 1997-98, 2000-01, 2001-02, 2002-03, 2007-08, 2008-09, 2009-10, 2010-11, 2011-12	Hon''ble Supreme Court of India, Hon''ble High Court of Tamil Nadu, Sales Tax Appellate Tribunal, Appellate Assistant Commissioner
Andhra Pradesh General Sales Tax Act, 1957	Disallowance of concessional rate of tax	446.35*	1985 - 86, 2010 - 11, 2011-12	Hon''ble High Court of Telengana and Andhra Pradesh, Appellate Deputy Commissioner
West Bengal Sales Tax Act, 1994 and Central Sales Tax Act, 1956	Sales tax demand	265.27	2001 - 02, 2002 - 03, 2003 - 04, 2004 - 05, 2005 - 06, 2007 - 08,	Hon''ble High Court of West Bengal, West Bengal Appellate and revisional Board, Senior Joint Commissioner, Sales tax Appellate Tribunal
Bihar Finance Act, 1981	Local sales tax demand	140.05	2000 - 01, 2009 - 10	Joint Commissioner of Commercial taxes (Appeals), Commissioner of commercial taxes
	Demand of entry tax	28.57	2003-04	Assistant Commissioner of Commercial Taxes
	Sales tax demand	28.04	2002 - 03, 2003 - 04, 2004 - 05,2005 - 06	Deputy Commissioner, Joint Commissioner, Commissioner of Commercial Taxes
Entry Tax of Goods Act, 1930	Demand for entry tax including interest	74.42*	2007 - 08	Hon''ble Supreme Court of India
Other States / Central Sales Tax Acts	Local sales tax demand, freight rebate disallowed, entry tax on stock transfers and miscellaneous disallowance	441.22*	1993 - 94, 1997 - 98, 1999 - 00, 2000 - 01, 2001 - 02, 2002 - 03, 2004 - 05, 2005 - 06, 2006 - 07, 2007 - 08, 2008 - 09, 2009 - 10, 2010 - 11, 2011 - 12, 2012 - 13	Hon''ble Supreme Court of India, Hon''ble High Court of Rajasthan, Appellate Tribunal, Commissioner of Commercial Taxes, Additional Commissioner (Appeals), Deputy Commissioner (Revision), Deputy Commissioner (Appeals), Joint Commissioner (Appeals), Joint Commissioner, Additional Commissioner, Assistant Commissioner (Appeals), Joint Director Enforcement, Joint Commissioner of Commercial taxes

Name of the statute	Nature of dues	Amount (Rs, In lacs)	Period to which amount relates	Forum where dispute is pending
Other States like Jharkhand, Maharashtra and Orissa under Central Sales Tax Act, 1956	Sales tax demand	1274.61¹	2007 - 08, 2008 - 09, 2009 - 10, 2010 - 11, 2011 - 12	Commissioner of Commercial Taxes, Deputy Commissioner (Revision), Addl. Commissioner (Appeals)
Maharastra VAT Act 2002 and Central Sales Tax Act 1956	Sales Tax on enhanced turnover due to certain disallowance, Disallowance of Concessional Sales Tax Rate	1297.78*	2006-07, 2007-08, 2009-10, 2010-11, 2011-12	Joint Commissioner of Commercial taxes (Appeals)
Central Excise Act, 1944	Excise duty demand due to certain disallowance and wrong availment of CENVAT including penalty	900.21*	2003 - 04, 2004 - 05, 2005 - 06, 2006 - 07, 2007 - 08, 2008 - 09, 2009 - 10, 2010 - 11, 2011 - 12, 2012 - 13, 2013 - 14, 2014 - 15	Assistant Commissioner, Joint Commissioner, Additional Commissioner, Appellate Tribunal, Commissioner (Appeals), Customs Excise & Service Tax Appellate Tribunal, Commissioner of Customs & Central Excise
	Excise duty demand including penalty	1040.34*	April 2004 - July 2009	Customs Excise and Service Tax Appellate Tribunal
Income Tax Act, 1961	Income tax demand	876.26*	2005- 06, 2008-09, 2009-10, 2010- 11, 2011-12, 2012-13	Income tax Appellate Tribunal
	Wealth tax demand	56.98	1993 - 94, 1994 - 95, 1995 - 96, 1996 - 97, 1997 - 98	Hon''ble High Court of Telangana and Andhra Pradesh

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of debt instruments in the nature of commercial paper/term loans were applied for the purposes for which those were raised.

(x) Based upon the 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 no fraud on or by the officers and employees of the Company has been noticed or reported during the year.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xi) of the order are not applicable to the Company and hence not commented upon.

(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, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) 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 as referred to in section 192 of Companies Act, 2013.

(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.

For S R BATLIBOI & ASSOCIATES

LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Vikas Kumar Pansari Partner

Membership Number: 093649

Place of Signature: New Delhi

Date: 5^th May, 2016

Mar 31, 2015

We have audited the accompanying financial statements of HIL Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit 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. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31,2015, 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, 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 1, 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 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 the written representations received from the directors as on March 31,2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015 from being appointed as a director in terms of Section 164 (2) of the Act; 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 - Refer Note 33 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; and

III. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Re: HIL Limited ('the Company') (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

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

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

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

(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, 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 of clause 3(iii)(a) and (b) of the Order are not applicable to the Company and hence not commented upon.

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

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

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of Building products, Thermal insulation products, and generation of Wind power and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident

fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-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, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

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

Tamil Nadu Sales tax on 15.01 1990-91, 1994-95, General enhanced Sales Tax Act,1959 turnover due to 1997-98, 2000-01, and Central Sales certain disallowance 2001-02, 2002-03 Tax Act, 1956

Andhra Pradesh Disallowance of 374.19 1985-86, 2009-10, General Sales concessional rate of tax 2010 - 11 Tax Act, 1957

Name of the statute Forum where dispute is pending

Tamil Nadu Hon'ble Supreme Court of India, Sales Tax General Appellate Tribunal, Appellate Assistant Sales Tax Act,1959 Commissioner and Central Sales Tax Act, 1956

Andhra Pradesh Hon'ble High Court of Telengana and Andhra General Sales Pradesh, Appellate Deputy Commissioner Tax Act, 1957

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

West Bengal Sales Sales tax demand 265.85 2001-02, 2002-03, Tax Act,1994 and 2003-04, 2004-05, Central Sales Tax 2005-06, 2007-08, Act, 1956 2008-09

Bihar Finance Act, Local sales tax 140.05 2000 - 01,2009-10 1981 demand

Demand of entry tax 28.57 2003-04

Sales tax demand 28.04 2002-03, 2003-04,

2004-05, 2005-06

Entry Tax of Goods Demand for entry tax 74.42 2007-08 Act, 1930 including Interest

Other States/ Local sales tax 425.32 1993-94, 1997-98, Central Sales demand,freight rebate 1999-00, 2000-01, Tax Acts disallowed, entry tax 2001-02, 2002-03, on stock transfers and 2004-05, 2005-06, miscellaneous 2006-07, 2007-08, disallowance 2008-09, 2009-10, 2010 - 11,2011-12, 2012- 13

Other States like Sales tax demand 1411.15 2004-05, 2007-08, Jharkhand, 2008-09, 2009-10, Maharashtra and 2010-11,2011-12 Orissa under Central Sales Tax Act, 1956

Central Excise Act, Excise duty demand 882.27 2003-04, 2004-05, 1944 due to certain 2005-06, 2006-07, disallowance and wrong availment of 2007-08, 2008-09, CENVAT including 2009-10, 2010-11, penalty 2011-12, 2012-13, 2013- 14,2014-15

Excise duty demand 1040.34 April 2004 - including penalty July 2009

Income Tax Act, Income tax demand 1925.33 2005-06, 2008-09 1961 2009-10, 2010-11 2011-12

Wealth tax demand 56.98 1993-94, 1994-95 1995-96, 1996-97 1997-98

Name of the statute Forum where dispute is pending

Tamil Nadu General Honble Supreme Court of India Sales Tax Appellate Sales Tax Act 1959 Tribunal, Appellate Assistant Commissioner

Andhra Pradesh Honble High Court of Telenganan And Andhra Pradesh General Sales Tax Appellate Deputy Commissioner Act 1957

West Bengal Sales Tax Hon'ble High Court of West Bengal, Kolkata, Act 1956 Appellate and revisional Board, Senior Joint Commissioner, Additional Commissioner, Sales tax Appellate Tribunal

Bihar Finance Act, Joint Commissioner of Commercial taxes (Appeals), 1981: Commissioner of commercial taxes

Assistant Commissioner of Commercial Taxes

Deputy Commissioner, Joint Commissioner, Commissioner of Commercial Taxes

Entry Tax of Goods Hon'ble Supreme Court of India Act 1930

Other States/ Central Hon'ble Supreme Court of India Sales Tax Acts: Hon'ble High Court of Rajasthan, Appellate Tribunal, Commissioner of Commercial Taxes, Additional Commissioner (Appeals), Deputy Commissioner (Revision), Deputy Commissioner (Appeals), Joint Commissioner (Appeals), Joint Commissioner, Additional Commissioner, Assistant Commissioner (Appeals), Joint Director Enforcement, Joint Commissioner of Commercial taxes

Other States like Commissioner of Commercial Taxes, Jharkhand, Deputy Commissioner (Revision), Maharashtra and Additional Commissioner (Appeals) Orissa under Central Sales Tax Act, 1956:

Central Excise Assistant Commissioner, Joint Commissioner, Act, 1944 Additional Commissioner,Appellate Tribunal, Commissioner(Appeals), Customs Excise & Service Tax Appellate Tribunal, Commissioner of Customs & Central Excise Customs Excise and Service Tax Appellate Tribunal

Income Tax Act,1961 Income Tax Appellate Tribunal, Commissioner of Income Tax (Appeals)

Hon'ble High Court of Telangana and Andhra Pradesh, Hyderabad

Net of Rs 5.29 lacs, Rs 172.12 lacs, Rs 36.14 lacs, Rs 129.59 lacs, Rs 101.16 lacs, Rs 20.00 lacs, Rs 17.50 lacs and Rs 597.50lacs respectively paid under protest/adjustable against refunds.

(d) According to the information and explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

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

(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.

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

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

For S R BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm Registration Number:101049W

per Vikas Kumar Pansari Partner Membership No. 093649

Place : New Delhi Date : April 27, 2015

Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 43 of financial statements, regarding excess managerial remuneration amounting to Rs.116.90 lacs paid to Managing Director in excess of limits prescribed under Schedule XIII of the Companies Act, 1956. As represented to us by the management, the Company is in the process of filing application to the Central Government for the approval of such excess remuneration. The ultimate outcome of the above matter cannot presently be determined, accordingly no adjustments has been made in the financial statements.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;

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

Annexure referred to in paragraph 1 of our report of even date

Re: HIL Limited

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

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

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

(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Order are not applicable to the Company and hence not commented upon.

(e) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(iii)(e) to (g) of the Order are not applicable to the Company and hence not commented upon.

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

(v) (a) According to the information and explanations provided by the Management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

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

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

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, 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, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

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

Tamil Nadu General Sales tax on enhanced 15.01* 1990-91, 1994-95, Sales Tax Act, 1959 turnover due to 1997-98, 2000-01, & Central Sales Tax certain disallowance 2001-02, 2002-03 Act, 1956

Andhra Pradesh Disallowance of 105.54* 1985-86 General Sales Tax Act, Concessional Rate 2009-10 1957 of Tax

West Bengal Sales Sales Tax Demand 265.85 2001-02, 2002-03, Tax Act,1994, 2003-04 2004-05, Central Sales Tax 2005-06, 2007-08 Act, 1956 2008-09

Bihar Finance Act, Local Sales Tax 109.63 2000-01 1981 Demand

Bihar Finance Act, Demand of Entry Tax 28.57 2003-04 1981

Bihar Finance Act, Sales Tax Demand 28.04 2002-03, 2003-04, 1981 2004-05, 2005-06

Entry Tax of Goods Demand of Entry Tax including 74.42* 2007-08 Act,1930 Interest

Other State/ Central Local Sales Tax Demand, 313.09* 1993-94, 1997-98, Sales Tax Acts Freight Rebate disallowed, 1999-00, 2000-01, Entry Tax on Stock Transfers 2001-02, 2002-03, & Misc. Disallowance 2004-05, 2005-06, 2006-07, 2007-08 2008-09, 2012-13

Other States like Sales Tax Demand 127.84* 2004-05, 2007-08 Jharkhand, Maharastra 2008-09 under Central Sales Tax Act, 1956

Central Excise Excise Duty Demand 861.05* 2003-04, 2004-05, Act,1944 due to certain disallowance 2005-06 2006-07, and wrong availment of 2007-08, 2008-09, CENVAT 2009-10, 2010-11, 2011-12, 2012-13, 2013-14

Name of the statute Forum where dispute is pending

Tamil Nadu General Hon''ble Supreme Court of India, Sales Tax Act, 1959 Sales Tax Appellate Tribunal, & Central Sales Tax Appellate Asst. Commissioner Act, 1956

Andhra Pradesh Hon''ble High Court General Sales Tax Act, of Andhra Pradesh 1957 Appellate Deputy Commissioner

West Bengal Sales Hon''ble High Court of Tax Act,1994, West Bengal, Kolkata, Appellate & Revisional Board, Central Sales Tax Act, 1956 Senior Joint Commissioner, Additional Commissioner, Sales tax Appellate Tribunal

Bihar Finance Act, Joint Commissioner of 1981 Commercial Taxes (Appeals)

Bihar Finance Act, Assistant Commissioner of 1981 Commercial Taxes

Bihar Finance Act, Deputy Commissioner, Joint Commissioner, 1981 Commissioner of Commercial Taxes

Entry Tax of Goods Hon''ble Supreme Act, 1930 Court of India Other State/Central Hon''ble Supreme Court of India, Sales Tax Acts Hon''ble High Court of Rajasthan, Appellate Tribunal, Commissioner of Commercial Tax, Additional Commissioner (Appeals), Deputy Commissioner (Revision), Joint Commissioner (Appeals), Joint Commissioner, Additional Commissioner, Assistant Commissioner (Appeals), Joint Director Enforcement, Joint Commissioner of Commecial taxes

Other States like Commissioner of Commercial Jharkhand, Maharastra Taxes, Deputy Commissioner under Central Sales (Revision) Tax Act, 1956

Central Excise Assistant Commissioner, Joint Act,1944 Commissioner, Additional Commissioner, Appelate Tribunal, Commissioner (Appeals), Customs Excise & Service Tax Appellate Tribunal, Commissioner of Customs & Central Excise

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

Central Excise Excise Duty Demand 1,040.34* April 2004-July 2009 Act,1944 including Penalty

Income Tax Act, 1961 Income Tax Demand 1,824.97* 2005-06, 2008-09 2009-10, 2010-11

Income Tax Act, 1961 Wealth Tax Demand 56.98 1993-94 to 1997-98

Name of the status Forum where dispute is pending

Central Excise Act,1944 Customs Excise & Service Tax Appellate Tribunal

Income Tax Act,1961 Income Tax Appellate Tribunal, Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Hon''ble High Court of Andhra Pradesh, Hyderabad

*net of Rs.5.29 lacs, Rs.14.86 lacs, Rs.36.14 lacs,Rs.169.69 lacs, Rs.15.00 lacs, Rs.20.00 lacs, Rs.17.50 lacs and Rs.562.67 lacs respectively paid under protest/adjustable against refunds.

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

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

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

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

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

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

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

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

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

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through public issue.

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

For S.R. BATLIBOI & ASSOCIATES LLP

CHARTERED ACCOUNTANTS

ICAI Firm Registration Number: 101049W

Per Vikas Kumar Pansari

Place : New Delhi Partner

Dated : 8th May, 2014 Membership No.093649

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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 accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

Opinion

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

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

(b) in the case of the 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

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

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

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

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

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

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

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

Annexure referred to in paragraph 1 of our report of even date

Re: HIL Limited (formerly Hyderabad Industries Limited)

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

(ii) (a) The Management has conducted physical

verification of inventory at reasonable intervals during the year.

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

(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations

given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Order are not applicable to the Company and hence not commented upon.

(e) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(iii)(e) to (g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the

purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the Management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

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

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

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

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956, for the products of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

x) The Company''s has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

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

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

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

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

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

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

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

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

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through public issue.

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

For S.R. BATLIBOI & ASSOCIATES LLP

CHARTERED ACCOUNTANTS ICAI

Firm Registration Number: 101049W

Per Vikas Kumar Pansari

Place : New Delhi Partner

Dated : 3rd May, 2013 Membership No.093649

Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

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

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

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

vi. 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 the balance sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

Annexure referred to in paragraph 3 of our report of even date Re: Hyderabad Industries Limited ('the Company')

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

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

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

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted loan to a party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 1,000 lacs and the year-end balance of loans granted to such party was Rs Nil.

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

(c) In respect of loans granted, repayment of the principal amount is as stipulated and payment of interest has been regular.

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

(e) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the Order are not applicable to the Company and hence not commented upon.

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

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

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

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

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

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, 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, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

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

Tamil Nadu General Sales tax on enhanced 10.41* Sales Tax Act, 1959 turnover due to & Central Sales Tax certain disallowance Act, 1956

Andhra Pradesh Disallowance of 1.53 General Sales Tax Act, Concessional Rate 1957 of Tax

West Bengal Sales Sales Tax Demand 265.85 Tax Act,1994, Central Sales Tax Act, 1956

Bihar Finance Act, Local Sales Tax 109.63 1981 Demand

Bihar Finance Act, Demand of Entry Tax 28.57 1981

Bihar Finance Act, Sales Tax Demand 28.04 1981

Entry Tax of Goods Demand of Entry Tax including 69.36* Act, 1930 Interest

Other State/Central Local Sales Tax Demand, 244.38* Sales Tax Acts Freight Rebate disallowed, Entry Tax on Stock Transfers & Misc. Disallowance

Other States like Sales Tax Demand 132.67 Jharkhand, Maharastra under Central Sales Tax Act, 1956

Central Excise Excise Duty Demand 313.93 Act,1944 due to certain disallowance and wrong availment of CENVAT

Name of the Period to which Forum where statue the amount relates dispute is pending

Tamil Nadu General Sales Tax Act, 1959 & Central Sales Tax Act, 1956 1990-91, 1994-95, Hon'ble Supreme Court of India, 1997-98, 2000-01, Sales Tax Appellate Tribunal, 01-02 & 02-03 Appellate Asst. Commissioner

Andhra Pradesh General Sales Tax Act, 1957 1985-86 Hon'ble High Court of Andhra Pradesh

West Bengal Sales Tax Act,1994, Central Sales Tax Act, 1956 2001-02, 2002-03, Hon'ble High Court of 2003-04 2004-05, West Bengal, Kolkata, Appellate 2005-06, 2007-08, & Revisional Board, 2008-09 Sr. Jt. Commissioner & Addl. Commissioner

Bihar Finance Act, 1981 2000-01 Joint Commissioner of Commercial Taxes (Appeals)

Bihar Finance Act, 1981 2003-04 Assistant Commissioner of Commercial Taxes

Bihar Finance Act, 1981 2002-03, 2003-04, Dy. Commissioner, Joint 2004-05, 2005-06 Commissioner, Commissioner of Commercial Taxes

Entry Tax of Goods Act, 1930 2007-08 Hon'ble Supreme Court of India

Other State/Central Sales Tax Acts 1993-94, 1997-98, Hon'ble Supreme Court of India, 1999-00, 2001-02, Hon'ble High Court of Rajasthan, 2002-03, 2004-05, Appellate Tribunal, Deputy 2005-06, 2006-07, Commissioner (Appeals), 2007-08, 2008-09 Commissioner of Commercial Tax, Additional Commissioner (Appeals), Deputy Commissioner (Revision), Joint Commercial Appea -ls, Additional Commissioner, Assistant Commissioner (Appeals), Joint Director Enforcement

Other States like Jharkhand, Maharastra under Central Sales Tax Act, 1956 2004-05, 2007-08 Commissioner of Commercial Taxes, Dy. Commissioner (Revision)

Central Excise Act,1944 2003-04, 2004-05, Assistant Commissioner, Joint 2005-06 2006-07, Commissioner, Additional 2007-08, 2008-09, Commissioner, Appelate Tribunal, 2009-10, 2010-11 Commissioner (Appeals), Customs Excise & Service Tax Appellate Tribunal

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

Central Excise Excise Duty Demand 1,040.34* Act,1944 including Penalty

Income Tax Act, 1961 Income Tax Demand 2,035.34

Income Tax Act, 1961 Wealth Tax Demand 56.98

Name of the Period to which Forum where statue the amount relates dispute is pending

Central Excise Act,1944 April 2004-July 2009 Customs Excise & Service Tax Appellate Tribunal

Income Tax Act, 1961 2005-06 and 2008-09 Income Tax Appellate Tribunal, Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 1993-94 to 1997-98 Hon'ble High Court of Andhra, Hyderabad.

*net of Rs. 5.29 lacs, Rs. 36.14 lacs, Rs. 106.53 lacs and Rs. 17.50 lacs respectively paid under protest.

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

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

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

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

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

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

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

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

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

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

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

For S.R. BATLIBOI & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm registration number: 101049W

Per Vikas Kumar Pansari Partner Membership No.: 093649

Place : New Delhi Dated: May 01, 2012

Mar 31, 2011

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

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

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

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

vi. 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 the balance sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

Annexure referred to in paragraph 3 of our report of even date Re: Hyderabad Industries Limited (the Company)

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

(b) The Company has a policy of carrying out the physical verification of fixed assets in a phased manner to cover all fixed assets over a period of three years. Accordingly, some of the fixed assets have been verified during the year. No material discrepancies were noticed on such verification. The frequency of physical verification in our opinion is reasonable having regard to the size of the Company and the nature of its assets.

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

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted loan to a party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.508.17 Lacs and the year end balance of loans granted to such parties was Rs.Nil.

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

(c) In respect of loans granted, repayment of the principal amount is as stipulated and payment of interest have been regular.

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

(e) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(iii) (e) to (g) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the 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 in respect of these areas.

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

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

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

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

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

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

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material undisputed 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, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

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

Tamil Nadu General Sales tax on enhanced 10.41 Sales Tax Act, 1959 turnover due to & Central Sales Tax certain disallowance Act, 1956

Tamil Nadu General Sales tax Deferment 7.48 Sales Tax Act, 1959 not allowed & Central Sales Tax Act, 1956

Andhra Pradesh Disallowance of Concessional 1.53 General Sales Tax Rate of Tax Act, 1957

West Bengal Sales Sales Tax Demand 265.92 Tax Act,1994, Central Sales Tax Act, 1956

Bihar Finance Act, Local Sales Tax Demand 699.57 1981

Bihar Finance Act, Demand of Entry Tax 28.57 1981

Bihar Finance Act, Sales Tax Demand 23.44 1981

Entry Tax of Goods Demand of Entry Tax 96.23 Act, 1930 including Interest

Other State/Central Local Sales Tax Demand, 250.55 Sales Tax Acts Freight Rebate disallowed, Entry Tax on Stock Transfers & Misc. Disallowance

Other States like Sales Tax Demand 348.36 Jharkhand, Maharastra under Central Sales Tax Act, 1956.

Central Excise Act, Excise Duty Demand 11.11 1944 due to certain disallowance

Central Excise Excise Duty 1110.32 Act,1944 Demand including Penalty

Income Tax Act, Wealth Tax Demand 56.98 1961

Name of the Period to which Forum where statute the amount relates dispute is pending

Tamil Nadu General 1990-91, 1994-95, Honble Supreme Sales Tax Act, 1959 1997-98, 2000-01, Court of India, & Central Sales Tax 01-02 & 02-03 Sales Tax Appellate Act, 1956 Tribunal, Appellate Asst. Commissioner, Chennai

Tamil Nadu General 2000-01, Appellate Assistant Sales Tax Act, 1959 2001-02 & 2002-03 Commissioner, & Central Sales Tax Chennai Act, 1956

Andhra Pradesh 1985-86 Honble High General Sales Tax Court of Act, 1957 Andhra Pradesh

West Bengal Sales 2001-02, 2002-03, Honble High Tax Act,1994, 2003-04 2004-05, Court of Central Sales Tax 2005-06 West Bengal, Act, 1956 Kolkata, Appellate & Revisional Board

Bihar Finance Act, 2000-01, 2001-02, Joint Commissioner 1981 2002-03 of Commercial Taxes (Appeals), Jharkhand

Bihar Finance Act, 2003-04 Assistant Commissioner 1981 of Commercial Taxes

Bihar Finance Act, 2002-03, 2003-04 Dy. Commissioner, 1981 Dhanbad

Entry Tax of Goods 2007-08 Honble High Court Act, 1930 of Allahabad, Lucknow

Other State/Central 1993-94, 1997-98, Deputy Commissioner Sales Tax Acts 1999-2000, 2000-01 (Appeals),Honble High Court of Rajasthan, 2001-02, 2004-05, M P Commercial Tax Appellate 2005-06, 2006-07, Tribunal, Deputy Commissioner 2007-08 Commercial Tax (Appeals),

Commissioner of Commercial Taxes Jharkhand, Assisstant Commissioner ST (Appeals) Bhubaneshwar, Appellate Authority Commercial Taxes Ghaziabad, Deputy Commissioner (Revision) Thane, Honble Supreme Court of India, Additional Commissioner (Sales Tax) Berhampur. Sr.Joint Commissioner Sales Tax West Bengal, Joint Commissioner (Appeals) Dhanbad, Joint Director Enforcement Jalandhar, Excise Taxation Officer Chandigarh, Joint Commissioner Appeals Ghaziabad.

Other States like 2004-05, 2005-06, Commissioner of Jharkhand, Maharastra 2006-07 & 2007-08 Commercial Taxes, under Central Sales Jharkhand, Tax Act, 1956. Dy. Commissioner (Revision), Thane

Central Excise Act, 1988-89, 1990-91, Commissioner of 1944 Central Excise, 1994-95, 1996-97 New Delhi, Commissioner Appeals & 1997-98 of Central Excise, West Bengal & Commissioner of Central Excise, West Bengal

Central Excise April 2004- Act,1944 Dec. 2008, Commissioner of Appeals, 2007-08, 2008-09, Customs Excise & Service 2009-10 Tax Appellate Tribunal

Income Tax Act, 1993-94 to 1997-98 Honble High 1961 Court of Andhra Pradesh, Hyderabad.

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

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

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

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

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

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

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

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

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

(xix) According to information and explanations given to us, during the period covered by our audit report, the Company had issued 15 unsecured non convertible debentures of Rs.100 lacs each. However the same were redeemed during the year.

(xx) The Company has not raised any money through a public issue during the year.

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

For S.R. BATLIBOI & ASSOCIATES CHARTERED ACCOUNTANTS Firm registration number: 101049W

Per Vikas Kumar Pansari Partner Membership No.: 093649

Place : New Delhi Dated : April 27, 2011

Mar 31, 2010

1. We have audited the attached balance sheet of Hyderabad Industries Limited as at March 31, 2010 and also the profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to in para 3 above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

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

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956.

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said statements of account give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010;

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

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

Annexure referred to in paragraph 3 of our report of even date Re: Hyderabad Industries Limited

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

(b) The Company has a policy of carrying out the physical verification of fixed assets in a phased manner to cover all fixed assets over a period of three years. Accordingly, some of the fixed assets have been verified during the year. As informed, no material discrepancies were noticed on such verification. The frequency of physical verification in our opinion is reasonable having regard to the size of the Company and nature of its assets.

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

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, 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 Companies Act, 1956. Therefore, the provisions of clause 4(iii) (a) to (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(iii) (e) to (g) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the 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 in respect of these areas.

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

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

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

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

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of Sub-Section (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees state insurance, income-tax, sales-tax, wealth-tax, service-tax, customs-duty, excise-duty and cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed 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, wealth- tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

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

Tamil Nadu General Sales tax on enhanced 1.01 Sales Tax Act, 1959 turnover due to (Local) certain disallowance

Tamil Nadu General Sales tax on enhanced 6.64 Sales Tax Act, 1959 turnover due to certain disallowance

Kerala Value Added Demand for sales tax 7.79 Tax Act, 2003

Rajasthan Sales Tax, Local Sales tax demand 59.75 1994

Madhya Pradesh Freight rebate disallowed 2.11 VAT Act, 2002

Central Sales Tax Sales tax on enhanced 0.96 Act, 1956. turnover due to certain disallowance

Central Sales Tax Sales tax on enhanced 1.80 Act, 1956. turnover due to certain disallowance

Orissa Sales Tax Entry tax on stock transfer 0.78 Act, 1947 and miscellaneous disallowance

Andhra Pradesh Sales Disallowance of concessional 1.53 Tax Act, 1957 sales tax rate

Central Excise Act, Excise duty demand for 8.37 1944 disallowance of modvat

Central Excise Act, Excise duty demand 2.36 1944

Jharkhand Sales Local sales tax demand 1.38 Tax Act,

West Bengal Sales Local Sales tax demand 0.58 Tax Act, 1994

Tamil Nadu General Sales tax deferment 4.24 Sales Tax Act, 1959 not allowed

Central Sales Tax Sales tax deferment 3.24 Act, 1956 not allowed

Central Excise Excise duty demand 0.38 Act, 1944

Punjab Sales Sales tax demand 0.14 Tax Act, 1956

U.P. Trade Act 1948 Sales tax demand 1.02

Name of the Period to which Forum where statue the amount relates dispute is pending

Tamil Nadu General Sales Tax Act, 1959 (Local) 1990-91 Honble Supreme Court of India

Tamil Nadu General Sales Tax Act, 1959 1997-98, 2000-01 Sales Tax Appellate & 2002-03 Tribunal, Chennai

Kerala Value Added Tax Act, 2003 2005-06 Honble High Court of 2005-06 Kerala

Rajasthan Sales Tax, 1994 Nov 2006 to Honble High Court of Mar 2007 Rajasthan

Madhya Pradesh VAT Act, 2002 2006-07 Deputy Commissioner Commercial Taxes (Appeals)

Central Sales Tax Act, 1956. 2001-02 Sales Tax Appellate Tribunal, Chennai

Central Sales Tax Act, 1956. 1994-95, 2001-02 Appellate Assistant and 2002-03 Commissioner, Chennai

Orissa Sales Tax Act, 1947 1993-94, 1999-2000 Assistant Commissioner ST and 2001-2002 (Appeals), Bhubaneshwar

Andhra Pradesh Sales Tax Act, 1957 1985-86 Honble High Court of Andhra Pradesh

Central Excise Act, 1944 1990-91,1994-95 Commissioner of Central Excise, and 1996-97 West Bengal

Central Excise Act, 1944 1997-98 Commissioner Appeals of Central Excise, West Bengal

Jharkhand Sales Tax Act, 1997-98 Deputy Commissioner Commercial Taxes, Jharkhand

West Bengal Sales Tax Act, 1994 2000-01 Deputy Commissioner Commercial Taxes, West Bengal

Tamil Nadu General Sales Tax Act, 1959 2001-02 and Appellate Assistant 2002-03 Commissioner, Chennai

Central Sales Tax Act, 1956 2000-01 to Appellate Assistant 2002-03 Commissioner, Chennai

Central Excise Act, 1944 1988-89 Commissioner of Central Excise, New Delhi

Punjab Sales Tax Act, 1956 2001-02 Joint Director of Sales Tax Authority, Punjab

U.P. Trade Act 1948 1997-98 Honble High Court of Allahabad (Lucknow)

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

Tamilnadu General Sales Additional Sales tax 2.53 Tax Act,1959 (Local)

Kerala Value Added Sales tax demand 0.25 Tax Act, 2003

Jharkhand Sales Local sales tax demand 99.89 Tax Act

Bihar Finance Local sales tax demand 699.57 Act, 1981

Bihar Finance Demand for entry tax 28.57 Act, 1981

West Bengal Sales Sales tax demand 13.50 Tax Act, 1994

Central Sales Tax Sales tax demand 4.18 Act, 1956

West Bengal Sales Sales tax demand 129.56 Tax Act, 1994

Central Sales Tax Sales tax demand 48.29 Act, 1956

West Bengal Sales Sales tax demand 59.23 Tax Act, 1994

Central Sales Tax Sales tax demand 15.75 Act, 1956

West Bengal VAT Sales tax demand 4.90 Act, 2003

Central Sales Tax Sales tax demand 1.33 Act, 1956

Bihar Finance Sales tax demand 25.85 Act, 1981

West Bengal VAT Sales tax demand 0.82 Act, 2003

Central Sales Tax Sales tax demand 2.28 Act, 1956

Income Tax Act, Wealth Tax Demand 56.98 1961

Entry of Goods Demand for entry tax 86.11 Act, 1930 including interest

Central Excise Excise duty demand 1,012.80 Act, 1945 including penalty

Name of the Period to which Forum where Statue the amount relates dispute is pending

Tamilnadu General Sales Tax Act,1959 (Local> 2002-03 Joint Commissioner (Revision), Chennai

Kerala Value Added Tax Act, 2003 2007-08 Deputy Commissioner Commercial Taxes (Appeals), Ernakulum

Jharkhand Sales Tax Act 1997-98 & Commissioner of 1999-2000 Commercial Taxes, Jharkhand

Bihar Finance Act, 1981 2000-01 to Joint Commissioner of 2002-03 Commercial Taxes (Appeal) Bihar Finance Act, 1981 2003-04 Assistant Commissioner of Commercial Taxes

West Bengal Sales Tax Act, 1994 2001-02 Addl. Commissioner (Revision), Commercial taxes

Central Sales Tax Act, 1956 2002-03 Joint Commissioner Commercial taxes, West Bengal

West Bengal Sales Tax Act, 1994 2003-04 West Bengal Commercial Taxes Appellate & Revisional Board

Central Sales Tax Act, 1956 2003-04 West Bengal Commercial Taxes Appellate & Revisional Board

West Bengal Sales Tax Act, 1994 2004-05 Deputy Commissioner (Appeals), W.B.S.T.

Central Sales Tax Act, 1956 2004-05 Deputy Commissioner (Appeals), W.B.S.T.

West Bengal VAT Act, 2003 2005-06 Deputy Commissioner (Sales Tax)

Central Sales Tax Act, 1956 2005-06 Deputy Commissioner (Sales Tax)

Bihar Finance Act, 1981 2002-03 & 2003-04 Joint Commissioner, Commercial taxes (Appeals), Dhanbad

West Bengal VAT Act, 2003 2006-07 Senior Joint Commissioner of Commercial Taxes

Central Sales Tax Act, 1956 2006-07 Senior Joint Commissioner of Commercial Taxes

Income Tax Act, 1961 1993-94 to 1997-98 Honble High Court of Andhra Pradesh, Hyderabad.

Entry of Goods Act, 1930 2007-08 Honble High Court of Allahabad (Lucknow)

Central Excise Act, 1945 April 2004 to Custom Excise & Service Tax December 2008 Appellate Tribunal

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

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

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

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

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. 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.

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

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

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

(xix) According to the information and explanations given to us, during the period covered by our audit report, the Company had issued 15 unsecured non convertible debentures of Rs. 100 lacs each. However, the same were redeemed during the year.

(xx) The Company has not raised any money through a public issue during the year.

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

For S. R. BATLIBOI & CO. CHARTERED ACCOUNTANTS Firm Registration No.: 301003E

Per Anil Gupta Partner Membership No.: 87921

Place : New Delhi

Dated: 5th May, 2010

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