Auditor Report of Hind Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Hind Industries 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 STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of the standalone financial statement that give true and fair view of the financial position, financial performance and cash flow of the company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also included maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting the 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 control that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give true and fair view and free from material misstatements whether due to fraud & error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting & auditing standards and the matter which are required to be included in the audit report under the provision of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 on the financial statements.

OPINION

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) In the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

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

EMPHASIS OF THE MATTER

Reference is drawn,

(a) To note no. 33, relating to items under reconciliation.

(b) To note no. 34, relating to stock, held by subsidiary company, during the year.

Our opinion is not qualified in respect of above.

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 term of sub-section 11 of section 143 of the Act, we give in the annexure, a statement on the matters specified in the paragraph 3 and 4 of the Order to the extent applicable.

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

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

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

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

d. In our opinion, aforesaid standalone financial statement comply with Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Account) Rule, 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.

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

(i) The Company has disclosed the impact of pending litigation on its financial position in its financial statement as refer to note no 27 to the financial statements.

(ii) The Company has made provision as required under the applicable law or accounting standard for material foreseeable losses to the financial statement.

(iii) There were no amounts which were required to be transferred to the Investor Education & Protection fund by the company.

Annexure to Independent Auditors' Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the Members of Hind Industries Limited.

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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

2. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. According to the information and explanation given to us, the Company has granted loan secured and unsecured to the companies, firms or the other parties concerned in the Register maintain under section 189 of the Companies Act, 2013. In respect of such loans,

a) the receipt of principal amount and interest have been as per stipulation.

b) there is no overdue amount in excess of Rs. 1 lakh remain outstanding at the year end.

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

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of clause (v) of paragraph 3 of the CARO, 2015 are not applicable to the Company.

6. To the best of our knowledge and as explained to us, the Central Government has not prescribed the maintenance of cost records under of Section 148(1) of the Companies Act, 2013 for the products of the Company.

7. In respect of statutory dues:

a) According to the records of the Company, 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 been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable, except as given below.

1. Provident Fund (EPF) payable of Rs. 297,234/- for the month of September, 2014.

2. Employee State Insurance (ESIC) payable of Rs. 75,835/- for the month of September, 2014.

3. Income Tax of Rs. 8,955,958/- for the assessment year 2013-14.

4. Income Tax of Rs. 10,989,661/- for the assessment year 2014-15.

b) Details of dues of Sale Tax, Income Tax which have not been deposited as on March 31, 2015 on account of disputes are given below:

S. Name of the Nature of Amount (Rs.) No. Statute Dues (in crores)

1. VAT & CST Act, 1944 Demand 0.92

2. Income Tax Demand 77.52



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

VAT & CST Act,1994 Assessment Year Appellate Authorities, 2008-2009 Ghaziabad To 2013-2014

Income Tax Assessment Year Income Tax Commissioner 2010-2011 and (Appeals),New Delhi 2011-2012

8. The Company does not have accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by the audit and has not incurred cash losses in the immediately preceding financial year.

9. According to the information and explanations given by the management, Company has not defaulted in the payment of the dues to the financial institutions as on March 31, 2015 except amount due to Jammu & Kashmir Bank of Rs. 203.68 lacs.

10. The Company has given guarantee for loans taken by others from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

11. According to the information and explanation given to us the term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

12. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year. For M/s M. K. AGGARWAL & CO.

Chartered Accountants

(FRN - 01411N)



(C.A. ATUL AGGARWAL)

Place: New Delhi Partner

Date : 04-09-2015 (M. No. 99374)

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Mar 31, 2014

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

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ 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 Company’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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of the matter

Reference is drawn,

(a) To note no. 33, relating to items under reconciliation.

(b) To note no. 34, relating to stock, held by subsidiary company, during the ordinary course of business of the company and as per prevailing practice in the industry.

Our opinion is not qualified in respect of above.

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

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

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

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

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

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

e. On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

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

Referred to in Paragraph 1 under the heading of “report on other legal and regulatory requirements” of our report of even date

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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

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

2. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In regard to Loans and Advances:

a. The company has granted loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs. 10.29 Lacs and the year end balances of such loan amount to Rs. 10.29 lacs from one party, other than above the company has not granted any loan, secured or unsecured to the party covered in the register maintained u/s 301 of the Act.

b. In our opinion the rate of interest and other term & condition on which the loan have been granted to the party listed in the register maintained u/s 301 of the Act are not prima-facie prejudicial to the interest of the company.

c. As informed, the company has taken loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, the maximum amount outstanding during the year was Rs. 1517.21 lacs and the year end balance of such loan amounted to Rs. 1517.21 lacs from five parties, other than above, the company has not taken any loan secured or unsecured to the party listed in the register maintain u/s 301 of the Act. However the terms & conditions as regard thereto are not prima-facie prejudicial to the interest of the company.

d. According to the records of the company examined by us and the information and explanations given to us, there is no overdue amount of loans taken or granted to companies, firms or other parties listed in the registers maintained under section 301 of the companies Act, 1956.

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

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

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. 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.

9. In respect of statutory dues:

a) According to the records of the Company, 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 been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

b) Details of dues of Sale Tax, Income Tax which have not been deposited as on March 31, 2014 on account of disputes are given below:

S. Name of the Nature of Amount Period to which the No. Statute Dues (in crores) amount relates

1. VAT & CST Act, Demand 0.92 Assessment Year 1944 2008-2009 To 2013-2014

2. Income Tax Demand 77.52 Assessment Year 2010-2011 and 2011-2012

Name of the Statute Forum where dispute is pending

VAT & CST Act, 1944 Appellate Authorities, Ghaziabad

Income Tax Income Tax Commissioner (Appeals), New Delhi

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

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

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures, and other investment.

15. The Company has given guarantees for loans taken by Others from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

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

19. The Company does not have any outstanding debentures during the year.

20. The Company has not raised any monies by way of public issues during the year.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year

For M/s M. K. AGGARWAL & CO. Chartered Accountants (FRN – 01411N)

C. A. (ATUL AGGARWAL) Place : New Delhi Partner Date : 30-05-2014 (M. No. 99374)

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Mar 31, 2012

1. We have audited the attached Balance Sheet of HIND INDUSTRIES LIMITED as at 31st March, 2012 and the Statement of Profit and Loss alongwith the cash flow statement for the year ended on that date, both annexed thereto (together referred as Financial Statements). 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 by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure hereto, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Provision for Sundry Debtors and advances to suppliers pending adjustment.

(Refer Note 33 of Notes forming part of Financial Statements.)

5. Further to our comments in the Annexure referred to in paragraph (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, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

v. On the basis of the written representations received from the Directors of the Company, as on March 31st, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31st , 2012 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

Subject to para (4) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

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

ANNEXURE TO AUDITOR'S REPORT

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

Based upon the information and explanation furnished to us and such checks as we consider appropriate during the course of our audit, we report that:

I) In respect of its fixed assets:

a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As informed to us, most of the fixed assets have been physically verified by the management during the year in accordance with a phased programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification as per explanation and information given to us.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

II) In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management in accordance with perpetual inventory program at regular intervals during the year.

b. In our opinion, the procedures of physical verification of inventory followed by 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 record of inventories as per nature of its business. As explained to us there were no material discrepancies noticed in physical verification as compared to book records.

III) In regard to Loans and Advances :

a. The company has granted loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and total amount outstanding at the year end is Rs. 611.05 lakhs from one party. However the terms & conditions as regard thereto are not prima-facie prejudice to the interest of the company.

b. As informed, the company has taken loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and total amount outstanding at the year end is Rs. 26.97 lacs from two parties. However the terms & conditions as regard thereto are not prima-facie prejudice to the interest of the company.

c. According to the records of the company examined by us and the information and explanations given to us, there is no overdue amount of loans taken or granted to companies, firms or other parties listed in the registers maintained under section 301 of the companies Act, 1956.

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

V) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act 1956.

VI) The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and therefore we have no comments to offer.

VII) In our opinion and according to the information and explanations given to us, 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) In respect of statutory dues :

a. Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Central Sales Tax, Cess and other material statutory dues applicable to it, 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 aforesaid dues were outstanding, at the year end for a period of more than six months from the date they became payable.

X) The Company does not have any accumulated losses at the year end. However it has not incurred any cash losses in the current year and immediately preceding financial year.

XI) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks as at the year-end.

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 Nidhi/mutual benefit fund/society.

XIV) In our opinion, the company is not dealing in or trading in shares, securities, debentures, and other investment.

XV) According to the information and explanations given to us, the Company has given guarantees for loans taken by its subsidiary and associate companies from the banks, the terms and conditions whereof in our opinion are not prima- facie prejudicial to the interest of the Company.

XVI) Based on the information and explanations given to us, the term loans raised earlier have been applied for the purpose for which the loans were obtained.

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

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

XIX ) The Company does not have any outstanding debentures during the year.

XX) The Company has not raised any money by way of public issue during the year.

XXI) Based upon the audit procedures performed and 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 that causes the financial statements to be materially misstated.



For M. K. AGGARWAL & CO. Chartered Accountants (FRN - 01411N)

C. A. (M. K. AGGARWAL) (Partner) (M. NO. 014956)

PLACE : NEW DELHI DATE : 14.08.2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of HIND INDUSTRIES LIMITED as at March 31,2010 and the Profit and Loss account and also 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 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure hereto, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Provision for Sundry Debtors pending adjustment.

(Refer Note C.8 of Notes forming part of Balance Sheet.)

5. Further to our comments in the Annexure referred to in paragraph (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 and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

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

vi. Subject to para (4) above and, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and subject to other notes give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view Jri conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of Company as at 31s March, 2010;

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

a) In the case of Cash Flow Statement, of the Cash Flow of the company for the year ended on that date.

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

I) In respect of its fixed assets:

a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As informed to us, most of the fixed assets have been physically verified by the management during the year in accordance with a phased programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification as per explanation and information given to us.

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

II) In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management in accordance with perpetual inventory program at regular intervals during the year.

b. In our opinion, the procedures of physical verification of inventory followed by 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 record of inventories. As explained to us there were no material discrepancies noticed in physical verification as compared to book records.

III) In regard to Loans and Advances :

a. The company has granted loans secured or unsecured to companies,

firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and total amount outstanding at the year end is Rs. 276.44 lakhs from two parties. However the terms & conditions as regard thereto are not prima-facie prejudice to the interest of the company.

b. As informed, the company has not taken any fresh loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

c. According to the records of the company examined by us and the information and explanations given to us, there is no overdue amount of loans taken or granted to companies, firms or other parties listed in the registers maintained under section 301 of the companies Act, 1956.

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

V) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act 1956.

VI) The Company has not accepted any deposits from the public within the meaning of Section 58Aof the Companies Act, 1956 and therefore we have no comments to offer.

VII) In our opinion and according to the information and explanations given to us, 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) In respect of statutory dues :

a. Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Central Sales Tax, Cess and other material statutory dues applicable to it, 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 aforesaid dues were outstanding, at the year end for a period of more than six months from the date they became payable.

X) The Company does not have any accumulated losses at the year end. However it has not incurred any cash losses in the current year and immediately preceding financial year.

XI) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions/ banks as at the year-end and renegotiated settlement has been accepted.

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 Nidhi/mutual benefit fund/society.

XIV) In our opinion, the company is not dealing in or trading in shares, securities, debentures, and other investment.

XV) According to the information and explanations given to us, the Company has given guarantee for loans taken by its subsidiary from a bank, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.

XVI) Based on the information and explanations given to us, the term loans raised earlier have been applied for the purpose for which the loans were obtained.

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

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

XIX) The Company does not have any outstanding debentures during the year.

XX) The Company has not raised any money by way of public issue during the year.

XXI) Based upon the audit procedures performed and 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 that causes the financial statements to be materially misstated.

For M.K.AGGARWAL & CO.

Chartered Accountants

(FRN-01411N)

ATULAGGARWAL

PLACE : NEW DELHI PARTNER

DATE : 14.08.2010 (M. NO. 99374)