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Auditor Report of Kanpur Plastipack Ltd.

Mar 31, 2018

Report On The Standalone Ind-As Financial Statements

We have audited the accompanying standalone Ind-AS financial statements of Kanpur Plastipack Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement for the year then ended, the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information, (herein after referred to as “standalone Ind AS financial statements”).

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 standalone Ind-AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss, (financial performance including other comprehensive income), cash flows and changes in equity 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, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended. 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 Ind-AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone 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 standalone 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 standalone 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 standalone Ind AS financial statements. The procedures selected depend on the auditor’s 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 Company’s 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 Company’s Directors, as well as evaluating the overall presentation of the standalone Ind-AS 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 Ind-AS financial statements.

Other Matter Incoming auditor to audit comparative information for adjustments to transition to Ind AS16

The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance as at 01st April 2016 included in these standalone 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 31st March 2017 and 31st March 2016 dated 29th May, 2017 and 23rd May, 2016 respectively expressed an unmodified opinion on those standalone 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.

Opinion

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 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 (financial position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report On Other Legal And Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we attach in “Annexure-A”, 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 including the Statement of Other Comprehensive Income, 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 standalone Ind-AS 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 (Indian Accounting Standards) Rule, 2015, as amended;

e On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2018 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, reference is invited towards our separate report in “Annexure B”.

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

i The Company has disclosed the impact of pending litigations on its financial position in its 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: Kanpur Plastipack Limited, we report that:

(i) a. The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b The company has a regular programme for physical verification of all assets over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, it is reasonable having regard to the size of the company and the nature of its assets.

c According to the information and explanations given to us and the records examined by us and based copies on the registered sale deeds/transfer deeds etc. evidencing title in immovable properties which are freehold, we report that the immovable properties capitalized in the books of account of the company are held in its name. The Original title deeds, being pledged against loans secured from the bank, were not in possession of the company and therefore could not be verified.

(ii) a. As explained to us, the inventory has been physically taken by the management during the year at various locations. In our opinion and according to the information and explanations given to us, no material discrepancies were noticed on physical verification of stock verified.

b. 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.

(iii) The company has not granted any loans, secured or unsecured to parties covered in the register maintained under section 189 of the Companies Act 2013.

(iv) In Our opinion and according to the information and explanations given us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any public deposits. As per the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or Tribunal.

(vi) In our opinion and according to the information and explanations given to us, the company is liable for maintenance of cost records u/s 148 of the Companies Act, 2013 and the company is maintaining such records on a regular basis, as specified under the Companies (Cost Records & Audit) Rules 2014.

(vii) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including investor education protection fund, income tax, sales tax, wealth tax, service tax, & customs duty and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, customs duty, VAT, cess and other material statutory dues were in arrears as at 31st March 2018 for a period of more than six months from the date they became payable.

(b) As per the information and explanations given to us and on the basis of the verification of the records of the company, the details of statutory dues which have not been deposited on account of disputes are as under:

Name of the Statute

Nature of dues

Pending Amount Rs. in Lakhs

Period to which amount relates

Forum where dispute is pending

Remarks

Central Excise

Rebate claims.

28.90

FY 2012-13 & 2013-14

Additional Secretary to Govt. Of India

First Appeal filed by Departmental before the Commissioner (Appeal) was dismissed. The Revenue thereafter filed further Appeal

- - do - -

- - do - -

160.00

57.00

2009-13

Asstt. Commissioner, Central Excise, Kanpur.

In addition, claims of RS.55.31 Lakhs filed by the company are with-held on similar grounds.

Central Sales Tax Act, 1956

Central Sales Tax

0.53

FY 2009-10

Allahabad High Court

The total demand raised was RS.3.52 lakhs. An amount of RS.2.99 lakhs stands deposited under protest.

Central Sales Tax Act, 1956

Central Sales Tax

0.23

FY 2010-11

Jt. Commissioner, Corporate Circle-1, Kanpur

The total demand raised was RS.2.69 lakhs. An amount of RS.2.45 lakhs stands deposited under protest. The matter has been decided in the company’s favour and remanded to the Assessing Authority for consideration by the Commissioner (Appeals)

Income Tax

Tax determined upon post-search assessment

AY 2012-13

The ITAT, Lucknow

Amount deposited under protest- RS.104.58 Lakhs

Income Tax

Penalty u/s 271AAA

Not yet quantified

AY 2012-13

The ITAT, Lucknow

The quantum of penalty is dependent on the outcome of the Appeal against Quantum proceedings referred to the preceding para.

viii In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank. The company has not issued debentures.

ix In our opinion and according to the information and explanations given to us, the company has applied term loans for the purposes for which the same were availed. The company has raised funds through a Rights issue during the year for expansion. On the basis of the books of account and records of the company, in our opinion the application of the funds raised is in accordance with the terms and conditions of the issue.

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

xi In our opinion and according to the information and explanations given to us, the company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 r.w. Schedule V of the Companies Act, 2013.

xii The company is not a Nidhi Company and hence the reporting under clause (xii) of CARO 2016 Order is not applicable.

xiii In our opinion and according to the information and explanations given to us, the company has complied with Sections 177 and Section 188 of the Companies Act, 2013, where applicable, for all transactions with related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv During the year the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company. The company has however made a Rights Issue to existing shareholders, which has been covered under clause (ix) above.

xv In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transactions with its directors or directors of its subsidiary or associate companies or persons connected with them and hence provisions of section 192 of Companies Act, 2013 are not applicable.

xvi In our opinion the company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report On The Internal Financial Controls Under Section 143(3)(I) Of The Companies Act, 2013 (“The Act”)

We have audited the internal financial controls over financial reporting of Kanpur Plastipack Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, 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 controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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 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 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 company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information, and according to the explanations given to us, the company has, in all material aspects, an adequate internal financial controls’ system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31 st 2018, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in Guidance Note of Audit of International Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Rajiv Mehrotra & Associates

Chartered Accountants

Firm Reg.no.002253C

Rajiv Mehrotra

(Partner)

Kanpur, 14th May, 2018 M.no.071428


Mar 31, 2016

TO THE MEMBERS OF

KANPUR PLASTIPACK LIMITED

Report on the Financial Statements

To The Board of Directors of Kanpur Plastipack Limited

1. We have audited the accompanying financial statements of Kanpur Plastipack Limited ("the Company"), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

4. 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.

5. 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.

6. 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.

7. 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

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.

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

b) In the case of the statement of Profit & Loss, of the profit for the year 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

9. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

10. 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 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 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the 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

(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

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

I. In respect of its Fixed Assets:

annexure to the Auditors report

Referred to in Paragraph 9 under the heading of "Report on other legal and regulatory requirements "of our report of even date to the members of Kanpur Plastipack limited on the standalone financial statements as of and for the year ended March 31, 2016.

1. In respect of its fixed Assets:

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

b) The physical verification of fixed asset is to be conducted by the management.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

II. 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.

III. The Company has not granted any loans, secured or unsecured to Companies, Firm, Limited Liability Partnerships (LLP) or other parties covered by clause (76) of Section 2 of the Companies Act, 2013.

IV. The Company neither granted any loan to Directors nor made any investment so compliance to section 185 and 186 of Companies Act 2013 is not required.

V. The Company has accepted the Deposits from Directors, Promoters their relatives and Inter Corporate Deposits amounting to H307 Lacs which are exempted deposits under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

VI. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under subsection (1) of section 148 of the Act, and are of the opinion that, prime facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

VII. 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 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, 2016 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Nature of the Statute

Nature of dues

Period to which amount relates

Amount (H in lacs)

Forum where dispute is pending

Central Excise Act, 1944

Classification of product

Financial year 1986 to 1990

116.00

Allahabad High Court

Rebate claims

2012-13 and

2013-14

28.9

Joint Secretary, New Delhi

Service tax on Common input service against exempted goods

Financial year 2009-10 to 2012-13

41.78

Commissioner Appeal, Kanpur

Refund Claims

Financial year 2012-13

54.94

Commissioner Appeal, Kanpur

Uttar Pradesh

Penalty under

Financial year

2.73

Appellate Tribunal

Trade Tax, 1948

UPTT

2006-07 and 2007-08

Commercial Tax, Kanpur

Central sales Tax Act, 1956

CST Form C

Financial year 2010-11

2.45

Additional Commissioner Grade 2 (Appeals) Commercial Tax, Kanpur

Additional Tax

Financial year 2009-10

3.52

Appellate Tribunal Commercial Tax, Kanpur

Income Tax Act, 1961

Income Tax

Assessment year 1996-97

Income disputed 153.33;Tax

demand Nil, as there were brought forward losses

High Court, Allahabad

Income Tax

Assessment year 2005-06

Disallowed expenditure 47.27; Disputed Tax 21.36

High Court, Allahabad

Income Tax Act, 1961

Income Tax

Assessment year 2010-11

1.98 Disputed Tax Deposited

CIT(A)

Income Tax

Assessment year 2012-13

17.08 Disputed Tax Demand

CIT(A)

Tax Deducted at source

A.Y. 2009-10 (110-09 to 31-032010), 2010-11,

2011-12, 2012-13,

2013-14, 2014-15 and 2015-16 (upto December)

115.79 Tax

CIT(A)

Penalty U/S 271(AAA)

Assessment year 2012-13

200.00;

addition of Income from Other

Sources

ACIT Central Circle, Kanpur

Income Tax

Assessment year 2013-14

Expenditure disallowed 8.31; Tax demand Nil.

CIT (Appeals)


VIII. 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.

IX. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

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

XI. According to the information and explanations give 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. The Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not 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 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.

XV. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him.

XVI. The Company does not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For PANDEY & COMPANY

Chartered Accountants

Firm No. : 000357C

AMIT PANDEY

Place: KANPUR Partner

Date: 23rd May 2016 Membership No. 402377


Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Kanpur Plastipack 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

2. The Company Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the"Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under the Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

4. 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.

5. 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 misstatements.

6. 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 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 Company''s directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

(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 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

9. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section(ll) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. 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 appears from our examination of those books.

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards 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.

(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 knowledge and belief and according to the information and explanation given to us:

(i) The Company has disclosed the impact of pending litigation as at March 31, 2015 on its financial position in its financial statements.

(ii) The Company has made provisions as at March 31, 2015, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

Referred to in Paragraph 9 under the heading of "Report on other legal and regulatory requirements" of our report of even date to the members of Kanpur Plastipack Limited on the standalone financial statements as of and for the year ended March 31, 2015

I. In respect of its fixed assets:

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

b) The fixed assets have been physically verified by the management according to a phased programme designed to cover all the items over a period of three years which is in our opinion is reasonable, having regard to the size of the Company and nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

II. 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.

III. The company has not granted any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

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 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 internal control system.

V. The Company has accepted the deposits from Directors, Promoters & their relatives and Inter Corporate Deposits amounting to Rs. 333.49 lacs which are exempted deposits under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

VI. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub-section (1) of section 148 of the Act, and are of the opinion that, prime facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

VII. 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 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.

VIII. 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.

IX. 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.

X. In our opinion and according to the explanations given to us, the terms and condition of the guarantees given by the Company for loans taken by other banks or financial institution or bank or debenture holders as at the balance sheet date.

XI. In our opinion, and according to the information and explanations given to us, the term loan have been applied, on an overall basis, for the purposes for which they were obtained.

XII. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For PANDEY & CO.

Chartered Accountants

Place : Kanpur AMIT PANDEY

Date : 25th May, 2015 Partner

Membership No. 402377 Firm No. : 000357C


Mar 31, 2014

We have audited the accompanying financial statements of Kanpur Plastipack Limited ("the Company"), 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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) 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 misstatements.

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

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

Opinion

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

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

(b) In the case of the Statement 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 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 the Accounting Standards referred to in section 211(3C) of the Act;

(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.

ANNEXURE TO THE AUDITORS'' REPORT

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

I. In respect of its fixed assets :

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

II. 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.

III. The company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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 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 internal control system.

V. 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 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.

VI. 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.

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

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

IX. 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 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) The disputed statutory dues aggregating that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Sr. Name of Nature of Period to which No. the Statute the Dues the amount relates

1. Income Tax Income Tax Assessment year Act, 1961 1995-96 and 1996-1997

2. Income Tax Income Tax Assessment year Act, 1961 Penalty 1997-98

3. Income Tax Income Tax Assessment year Act, 1961 2005-06

4. Income Tax Income Tax Assessment year Act, 1961 2010-11

5. Income Tax Income Tax Assessment year Act, 1961 2011-12

6. Income Tax Income Tax Assessment year Act, 1961 and Penalty 2012-13

7. Central Sales Additional Financial year Tax Act, 1956 Tax on 2010-11 Central Sales

8. Uttar Pradesh Penalty Financial year Value Added 2006-07 and Tax Act, 2008 2007-08

9. Central Excise Classification Financial year Act, 1944 of product 1986 to 1990

Name of the Statute Amount Forum where (Rs. in Lacs) dispute is pending

Income Tax Act, 1961 Income disputed High Court, Allahabad Rs. 239.37;

Tax demand nill due to brought forward losses

Income Tax Act, 1961 Income disputed Rs. 2.26; CIT (A), Kanpur

Income Tax Act, 1961 Income disputed Rs. 45.27; High Court, Allahabad Tax disputed of Rs. 21.36

Income Tax Act, 1961 Income disputed Rs. 3.94; CIT (A), Kanpur Tax disputed of Rs. 1.98 already deposited.

Income Tax Act, 1961 Income disputed Rs. 3.57; CIT (A), Kanpur

Income Tax Act, 1961 Income and Tax disputed CIT (A), Kanpur Rs. 221.14 and Rs. 169.83, respectively.

Central Sales Tax Act, 1956 Amount in dispute Rs. 2.70 Additional Commissioner Grate-2 (Appeals)-2

Uttar Pradesh Value Added Tax Act, 2008 Kanpur Amount in dispute Rs. 2.73 Appelate Tribunal, Commercial Tax Department, Kanpur

Central Excise Act, 1944 Amount in dispute Rs. 116 Allahabad High Court

X. 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.

XI. 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.

XII. 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.

XIII. 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.

XIV. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

XV. The Company has not given guarantees for loans taken by Others from banks and financial institutions. Therefore, the provisions of clause (xv) of paragraph 4 of the Order are not applicable to the Company.

XVI. The Company has not raised new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

XVII. 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.

XVIII. The Company has not made any preferential allotment of shares to the companies/firms/parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4 (xviii) of paragraph 4 of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

XIX. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause 4 (xix) of paragraph 4 of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

XX. The Company has not raised any money by way of public issues during the year. Accordingly, the provisions of clause 4 (xx) of paragraph 4 of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

XXI. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For PANDEY & CO.

Chartered Accountants

Place : Kanpur AMIT PANDEY

Date : 22nd May, 2014 Partner

Membership No. 402377 Firm No. : 000357C


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) 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 misstatements.

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

Opinion

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

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

(b) In the case of the 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 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 the Accounting Standards referred to in section 211(3C) of the Act;

(e) On the basis of the written representations received from the directors as on March 31, 2013, 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

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

I. In respect of its fixed assets :

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

II. 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.

III. The company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

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 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 internal control system.

V. 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 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.

VI. 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.

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

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

IX. 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 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, 2013 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Sr. Name of Nature of Amount No. the Statute the Dues (Rs. in Lacs)

1. Income Tax Income Tax Income disputed Rs. 92.14 Act, 1961 and Penalty Tax demand nil due to brought forward losses. Penalty Proceedings U/s 271(1)(C) pending before AO

2. Income Tax Income Tax Income disputed Act, 1961 Rs. 239.37; Tax demand nil due to brought forward losses

3. Income Tax Income Tax Tax demand Rs. 10.76 Act, 1961 deposited on disputed income of Rs. 27.00

4. Income Tax Income Tax Income disputed Rs. 75.84; Act, 1961 Tax disputed Rs. 26.55

5. Income Tax Income Tax Income disputed Rs. 61.50 Act, 1961 and Penalty Tax disputed Rs. 22.10. Penalty Proceedings U/s 271(1)(C) pending before AO

6. Central Sales Additional Tax 3.62 Tax Act, 1956 on Central Sales

7. UP Sales Tax Penalty 2.73 Acts And VAT Act

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

Income Tax Assessment year ITAT, Lucknow 1997-98

Income Tax Assessment year High Court, 1995-96 and Allahabad 1996-1997

Income Tax Assessment year High Court, 2001-02 Allahabad

Income Tax Assessment year High Court, 2002-03, 2003-04 Allahabad and 2004-05

Income Tax Assessment year ITAT, Lucknow 2008-09

Income Tax Financial year Additional 2009-10 Commissioner Commercial Tax Grade-1, (Appeals) Kanpur

Income Tax Financial year Appellate Tribunal, 2006-07 and Commercial Tax 2007-08 Department, Kanpur

X. 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.

XI. 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.

XII. 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.

XIII. 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.

XIV. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

XV. The Company has not given guarantees for loans taken by Others from banks and financial institutions. Therefore, the provisions of clause (xv) of paragraph 4 of the Order are not applicable to the Company.

XVI. 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.

XVII. 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.

XVIII. The Company has not made any preferential allotment of shares to the companies/firms/parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4 (xviii) of paragraph 4 of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

XIX. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause 4 (xix) of paragraph 4 of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

XX. The Company has not raised any money by way of public issues during the year. Accordingly, the provisions of clause 4 (xx) of paragraph 4 of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

XXI. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For PANDEY & CO.

Chartered Accountants

Place : Kanpur AMIT PANDEY

Date : 27th May, 2013 Partner

Membership No. 402377

Firm No. : 000357C


Mar 31, 2012

1. We have audited the attached Balance Sheet of Kanpur Plastipack Limited ("the Company") as at 31st March, 2012, 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 Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditors Report) Amendment Order 2004 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the companies Act, 1956 ("the Act"), 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 explanation, which to the best of our knowledge and belief were necessary for the purpose 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 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, the 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 representation received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(vi) in our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in our report to the members of Kanpur Plastipack Limited ("the Company") for the year ended 31st March, 2012. We report that :

I. In respect of its fixed assets :

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

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

c. Fixed assets disposed off during the year were not substantial and therefore do not effect the going concern status of the Company.

II. In respect of its inventories :

a. The inventory has 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. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory, the discrepancies noticed on verification between the physical stock and the book records were not material.

III. The company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

V. In respect of the contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanation given to us:

a. The particulars of the contracts and arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section.

b. In our opinion contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such prices are available.

VI. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

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

IX. In respect of Statutory Dues :

a. According to the information and explanations given to us and on the basis of the examination of the records of the Company, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, Wealth Tax, Custom Duty, Service Tax, Cess, Investor Education and Protection Fund, Employees' State Insurance, and other statutory dues applicable to it.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Excise Duty, Wealth Tax, Custom Duty, Service Tax, Cess and other applicable statutory dues were in arrears as at 31st March 2012 for a period of more than six months from the date they become payable.

c. According to the information and explanation given to us, following are the details of the disputed Income Tax, Excise Duty Dues:-

Income Tax :

a. For Assessment Years 1995-96 to 1997-98, the department reopened the cases and made Arbitrary additions in respective year. The Company went into Appeal in all the cases and they were decided at Income Tax Appelate Tribunal, Lucknow in favour of the Company. Department granted refund and simultaneously has filed appeals with Hon'ble High Court, Allahabad in respective cases, which have not yet been admitted for any of the Assessment years.

b. For the assessment years 2001-02, the A.O. made arbitrary additions On certain points, the Company had paid the alleged demand and went into appeal with ITAT and partially favourable orders were made by the Tribunal. After giving effect to the orders of the Tribunal, a refund was granted by the Assessing Officer. Simultaneously, the Company has gone into appeal only on one point sustained disallowance deduction claimed u/s 80HHC amounting to Rs.52.74 laces with Hon'ble Allahabad High Court, Lucknow Bench, which has been admitted and is pending for disposal.

c. For assessment Years 2002-03, 2003-04 & 2004-05, where the cases were re-opened and for the regular assessment of Assessment Year 2008-09, certain arbitrary additions were made by A.O.. The Company had gone for appeal in all the cases with CIT Appeals, Kanpur and in appeal CIT (A) -2, Kanpur has fully allowed the appeal for A.Y.2002-03 & 2004-05 in favour of the company and Appeal for the A.Y.2003 -04 & A.Y.2008-09 were partially allowed in favour of the company. After giving effect to the orders of CIT (A)- 2,Kanpur A.O. has granted refund and simultaneously filed appeals with ITAT Lucknow in all the cases.

d. For Assessment year 2005-06 to 2007-08, arbitrary additions were made by A.O. .The company has gone for Appeal before ITAT Lucknow and On appeal, all the cases were decided partly in favour of the Company. After giving effect of the orders of ITAT, A.O. has granted refund and simultaneously filed appeals with Allahabad High Court Allahabad which have not yet been admitted for any of the Assessment years.

e. For Assessment year 2009-10, assessment has been completed and the demand raised has been paid.

f. Penalty proceeding u/s 271(1)(c ) regarding Assessment Years 2002-03 to 2004-05 and 2008-09 are pending for disposal, as the Income Tax Department appeals are pending at ITAT Lucknow. However, the penalty proceeding for A.Y.2009-10 has been dropped by A.O.

Excise Duty :

In respect of Company's claim with Central Excise authorities regarding wrong classification of product, which was partially settled and the company was allowed consequential relief in November, 1998, the appeal of the Department against the same was rejected by the CEGAT and contention of the company was accepted and refund of Rs. 1.16 crores was granted. However, the department has filed reference, which is pending with the Allahabad High Court.

X. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

XI. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or banks.

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

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

XIV The Company has maintained proper records of the transactions and contracts, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

XV. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4 (xv) of paragraph 4 of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

XVI. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, terms loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

XVII. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima facie not been used during the year for long term investments.

XVIII. The Company has not made any preferential allotment of shares to the companies/firms/parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4 (xviii) of paragraph 4 of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

XIX. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause 4 (xix) of paragraph 4 of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

XX. The Company has not raised any money by way of public issues during the year. Accordingly, the provisions of clause 4 (xx) of paragraph 4 of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

XXI. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For PANDEY & CO.

Chartered Accountants

Place : Kanpur AMIT PANDEY

Date : 30th May, 2012 Partner

Membership No. 402377

Firm No. : 000357C


Mar 31, 2010

1. We have audited the attached Balance Sheet of Kanpur Plastipack Limited ("the Company") as at 31st March, 2010, 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 the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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 by the Companies (Auditors Report) Amendment Order, 2004 (“the Order”), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (“the Act”), 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 explanation, which to the best of our knowledge and belief were necessary for the purpose 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 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, the 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 representation received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

(vi) in our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 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 the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in our report to the members of Kanpur Plastipack Limited ("the Company") for the year ended 31st March, 2010. We report that :

I. In respect of its fixed assets:

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

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

(c) Fixed assets disposed off during the year were not substantial and therefore do not effect the going concern status of the Company.

II. In respect of its inventories

(a) The inventory has 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) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory, the discrepancies noticed on verification between the physical stock and the book records were not material.

III. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

I V. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

V. In respect of the contracts and arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanation given to us :

a. The particulars of the contracts and arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section.

b. In our opinion contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such prices are available

VI. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

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

VIII. According to the information and explanations given to us, the Central Government has not prescribed the maintinance 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. According to the information and explanations given to us and on the basis of the examination of the records of the Company, the Company has been regular in depositing with appropriate authorites undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, Wealth Tax, Custom duty Service Tax, Cess, Investor Education and Protection Fund, Employees State Insurance, and other statutory dues applicable to it.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Excise Duty, Wealth Tax, Custom Duty, Service Tax, Cess and other applicable Statutory Dues were arrears as at 31st March 2010 for a period of more than six months from the date they become payable.

c. According to the information and explanation given to us, follownig are the details of the disputed Income Tax, Excise Duty Dues :-

Income Tax :

a) For Assessment Years 1995-96 to 2000-01, the department reopened the cases and made Arbitrary additions in respective years. the company went into appeal in all the cases and they were decided at Income Tax Appellate Tribunal, Lucknow in favour of the Company, where the revised assessment orders were quashed and demand raised annulled. Department granted refund and simultaneously has filed appeals with Honble High Court, Allahabad in respective cases, which have not yet been admitted for any of the Assessment years.

b) For the assessment year 2001-02, a demand of Rs 39,40,390/- was raised which was fully adjusted with brought forward losses. On certain counts, the Company went into appeal, which was decided in favour of the Department. However, now the Company has appealed with Honble Allahabad High Court, Lucknow Bench, which has been admitted and is pending for disposal. Further, Departments appeal against the judgment of CIT Appeals was party allowed by ITAT, Lucknow and accordingly, a refund of Rs 34,07,466/- has been granted to the Company.

c) For Assessment year 2002-03 the case was reopened by ITO-6(2), Kanpur and certain arbitrary additions were made and accordingly, a demand of Rs 3,06,740/- was raised. Against this, the Company had filed an appeal with CIT (Appeals), which is pending.

d) For Assessment year 2005-06, against the additions made by Assessing Officer, the Company went into appeal with ITAT, Lucknow, which was decided in favour of the Company and giving effect of ITAT order, a refund of Rs. 22,49,872/- has been granted, the order was received by the Company after the Financial Year ending 31st March, 2010.

e) For assessment year 2006-07, against the additions made by Assessing Officer, the Company went into appeal wiht CIT (Appeals), which was decided in favour of the Company by CIT (Appeals), Kanpur and giving effect of CIT (Appeals) order, a refund of Rs. 15,98,864/- has been granted, the order was received by the Company after the Financial Year ending 31st March, 2010.

f) For Assessment Year 2007-2008, against the additions made by Assessing Officer, the Company went into appeals with CIT (Appeals), which was decided in favour of the Company, and giving effect of CIT (Appeals) order, a refund of Rs. 14,62,720/- has been granted, the order was received by the Company after the Financial Year ending 31st March, 2010.

Excise Duty :

In respect of Companys claim with Central Excise authorities regarding wrong classification of product, which was partially settled and the Company was allowed consequential relief in November, 1998, the appeal of the Department against the same was rejected by the CEGAT and contention of the Company was accepted. Now, the department has filed reference, which is pending with the Allahabad High Court.

X. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

XI. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or banks.

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

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

XIV. The Company has maintained proper records of the transactions and contracts, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

XV. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4 (xv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

XVI. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, terms loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

XVII. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima facie not been used during the year for long term investments.

XVIII. The Company has not made any preferential allotment of shares to the companies/firms/parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4 (xviii) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

XIX. The Company has not issued any debentures during the year under audit. Accordingly, the provisions of clause 4 (xix) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

XX. The Company has not raised any money by way of public issues during the year. Accordingly, the provisions of clause 4 (xx) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.



For PANDEY & CO. Chartered Accountants

Place : Kanpur AMIT PANDEY

Date : 5th June, 2010 Partner

Membership No. 402377 Firm No. : 000357C

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