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Auditor Report of Man Industries (India) Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT
To,

The Members of

MAN INDUSTRIES (INDIA) LIMITED

Report on the Audit of the Standalone Financial Statement
Opinion

We have audited the accompanying standalone financial statements of MAN INDUSTRIES (INDIA) LIMITED (the ''Company''), which
comprise the Standalone Balance Sheet as at 31st March 2023, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), Standalone Statement of Cash Flows, and the Standalone Statement of Changes in Equity for the year
then ended, and notes to the Standalone Financial Statements including a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as the "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 (the ''Act'') in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India, including the Indian Accounting Standards (''Ind AS'')
prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"),
of the state of affairs (financial position) of the Company as at 31 March 2023, and its profit (financial performance including the
comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for opinion

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

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

Key Audit Matter

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

We have determined the matters described below to be the key audit matters to be communicated in our report:

Compiled by: Dion Global Solutions Limited

& MAN

Industries (India) Ltd

the line pipe people

the project is being sold on as is where is basis which involves the use
of management estimates that are dependent on future economic
circumstances and noted that no provision for impairment is
required to be made in respect of the investment in subsidiary and
the same are considered good.

Considering the materiality of the amounts and due to the
management judgment required in estimating the value of
investment and such estimates being subjective, this matter has
been identified as a key audit matter.

Examined value of the project when sold on as
is where is basis of the subsidiary used in the
valuation report and tested mathematical accuracy
of the underlying calculations.

Description of Key Audit Matter

How our audit addressed the key audit matter

Assessment of the carrying value of investment in its 100% Subsidiary, MAN Overseas Metal DMCC

(Refer note no. 6 to the financial statements)

As at 31 March 2023, the carrying amount of investment is '' 3,355.88
lakhs, to its wholly owned subsidiary MAN Overseas Metal, DMCC,
which is significant to the standalone financial statements of the
Company.

The Management has assessed the impairment by reviewing
the business forecasts using the "DCF" valuation method
which involves the use of management estimates that are
dependent on future economic circumstances and noted that
no provision for impairment is required to be made in respect
of these investment in subsidiary and are considered good.

Considered the materiality of the amounts due to the
management judgment required in estimating the quantum of
diminution in the value of investment and such estimates being
subjective, this matter has been identified as a key audit matter.

Our Audit procedures include the following substantive

procedures:

i. Obtained an understanding of the matter with the
management.

ii. Considered the business forecasts with the current
market position relating to the demand and supply
of the product.

iii. Examined terminal value of the business forecast.

Description of Key Audit Matter

How our audit addressed the key audit matter

Allowance for expected credit loss for disputed trade receivables

(Refer note no. 7 and 40 (b) to the financial statements)

As at 31 March 2023, the Company has disputed trade receivables
of '' 8,565.04 lakhs net of expected credit loss of '' 951.67 lakhs.

The Company has determined the allowance for credit loss based
on the ageing status, legal status of the dispute with customer &
probable future outcome and expected future realization based
on the management estimates considering the past experience.

We considered this as key audit matter due to the materiality of the
amounts and significant estimates and judgements as stated above.

Our audit procedures included the following:-

i. We tested the design and operative effectiveness
of management''s key internal controls over
allowance for credit losses.

ii. We have considered the legal opinion sought by
the management on the disputed cases.

iii. We assessed the completeness and accuracy of the
information used in the estimation of probability
of default and tested historical payments records,
credit related information and subsequent
collection from customer, legal status with the
disputed customers.

iv. We assessed the allowance for expected credit
loss made by the management and performed the
ageing analysis, tested mathematical accuracy and
computation of allowance of credit losses.

82 | Man Industries (India) Ltd.

Emphasis of Matter

We draw your attention to note no 53 which deals with the matter regarding forensic audit initiated by Securities and Exchange
Board of India (SEBI) during financial year 2021-22. As informed to us by the Management, SEBI had initiated forensic audit based
on the complaint filed by Mr. J. C. Mansukhani relating to certain transactions of the company. Based on the report submitted by the
forensic auditor, SEBI has issued show cause notice to the company. The Company has filed the settlement application with SEBI in
September 2022 against the said show cause notice, the final outcome of the same is awaited. On pendency of the final outcome,
we are unable to comment on the same.

Our opinion is not qualified in respect of the above matter.

Other Matter

We did not audit the financial statements/information of Dubai Branch included in the standalone financial statements of the
Company whose financial statements / financial information reflects total assets of '' 9,427.15 lakhs (previous year: '' 7751.10 lakhs)
as at 31 March, 2023, total operating revenues of '' 44,194.63 lakhs (previous year: '' 25,028.84 lakhs) for the year ended on that
date and net cash outflow for the year of '' 2,166.18 lakhs (previous year : net cash inflow of '' 754.48 lakhs), as considered in the
standalone financial statements. The financial statements/financial information of this branch have been audited by the branch
auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in
respect of this branch, is solely on report of such branch auditor.

Our opinion is not qualified in respect of above matter.

Information other than the financial statements and Auditor''s Report thereon

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

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

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

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

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

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

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

Auditor''s Responsibilities for the Audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone
financial statements.

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

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

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

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

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

However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

Further to our comments in Annexure A, as required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the 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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind AS) specified under
Section 133 with Companies (Indian Accounting Standard) Rules, 2015, as amended;

e) On the basis of written representations received from the directors as on 31 March, 2023 taken on record by the Board of

Directors, none of the directors is disqualified as on 31 March, 2023, from being appointed as a director in terms of section
164(2) of the Act.;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in "Annexure B" Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197
(16) of the Act:

In our opinion and to the best of our information and according to the explanation given to us, we report that the Company has
paid excess managerial remuneration of'' 51.83 lakhs during the year in excess of the limits laid down under Section 197 read with
Schedule V to the Act (refer note 42 to accompanying standalone financial statement).

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

i. The Company has disclosed the impact, of pending litigations as at 31 March, 2023 on its financial position in its standalone
financial statements; (Refer note no 40)

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

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund
by the Company during the year ended 31 March, 2023, except an amount of'' 16.60 lakhs which is being delayed by 30 days
and amount of'' 158.27 lakhs which has been held in abeyance in the unpaid dividend account due to legal case pending (refer
note no 40(c))

iv. a) Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or

invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or
in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded
in writing or otherwise, that the intermediaries shall, whether, directly or indirectly fund or invest in other person or
entity identified in any manner whatsoever by or on behalf of the company (''Ultimate Beneficiaries'') or provide any
guarantee ,security or the like on behalf of the Ultimate Beneficiaries.

b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the
company from any person or entity, including foreign entities (''Funding Parties'') with the understanding, whether
recorded in writing or otherwise, that the company shall, whether, directly or indirectly , lend or invest in other person
or entity identified in any manner whatsoever by or on behalf of the Funding Parties (''Ultimate Beneficiaries'') or
provide any guarantee ,security or the like on behalf of the Ultimate Beneficiaries, and

c) Based on the audit procedures that were considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any
material misstatement.

v. The dividend declared and paid during the year by the company is in compliance with Section 123 of the Act.

vi. Proviso to the Rule 3(1) of the companies (Accounts) Rules,2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit log) facility is applicable to the company w.e.f April 1,2023 and
accordingly, reporting under Rule 11(g) of companies (Audit and Auditors) Rules, 2014 is not applicable for the financial
year ended March 31,2023.

For A Sachdev & Co
Chartered Accountants
Firm Registration No: 001307C

Manish Agarwal
Partner

Membership No. 078628
UDIN:23078628BGSFXI2725

Place : Mumbai
Date : May 18, 2023

Mar 31, 2018

INDEPENDENT AUDITORS'' REPORT

To,

The Members of

Man Industries (India) Limited

Report on the standalone Financial statements

1. We have audited the accompanying standalone financial statements of Man Industries (India) Limited (''the Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s responsibility for the standalone Financial statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, 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 specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' responsibility

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

4. We have taken into account the provisions of the Act and the Rules made thereunder including 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 of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone 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 March 31, 2018, and itâs profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

9. We draw attention to note 53 to the standalone financial statement, with regards to the scheme of arrangement for the merger/ demerger (scheme) between the Company and Man Infraprojects Limited (MIPL). The Company has given effect to the scheme in the financial statement of year 2014-15 based on approval of Honâble Bombay High Court. As represented to us by the management, MIPL has made frivolous claims on the Company and also challenged the valuation of assets against which the Company has filed an application for withdrawal of claims and for modification of scheme. Since the matter is sub-judice and looking to the contingencies in this regards, we are unable to comment on the same.

Our opinion is not qualified in respect of this matter.

Other Matter

10. We did not audit the financial statements/ information of Dubai Branch included in the standalone financial statements of the Company whose financial statements/ financial information reflect total assets of '' 8,543.55 lakhs as at March 31, 2018 (previous year : '' 3,413.02 lakhs) and the total operating revenues of '' 49,335.21 lakhs (previous year : '' 36,088.04 lakhs) for the year ended on that date, as considered in the standalone financial statements. The financial statements/ information of this branch have been audited by the branch auditor whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is solely on report of such branch auditor.

11. The Income Tax Department had conducted a search and seizure operation on the Company and promoters between December 10 and 14, 2014 under section 132/133 of the Income Tax Act 1961 (The Act). Subsequent to the above, the department had completed the assessment and passed the order against which the company had preferred an appeal at Commissioner of Income Tax - Appeals. Pending the disposal of the appeal, the company had not given effect of the same in the financials.

12. The audited standalone financial statements for the year ended 31 March 2017, was carried out and reported by Rohira Mehta & Associates, vide their unmodified audit report dated 30 May 2017, whose report has been furnished to us by the management and which has been relied upon by us for the purpose of our audit of the standalone financial statements.

Our audit report is not qualified in respect of these matter.

Report on Other Legal and Regulatory Requirements

13. As required by the Companies (Auditorsâ Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), 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 B, a statement on the matters specified in the paragraph 3 and 4 of the Order.

14. 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 reports on accounts of the branch offices of the Company audited U/s 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us preparing this report.

d. The Balance Sheet, the Statement of Profit and Loss (including 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.

e. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

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

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Aâ.

h. With respect to the other matters to be included in the Auditorsâ 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 information and the explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its standalone financial statements.

ii. The Company has made provision as at March 31, 2018, as required under the applicable law or Indian 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 Group during the year ended March 31, 2018.

report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Man Industries (India) Limited(âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls over Financial Reporting

A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Annexure referred to in Independent Auditorsâ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2018, we report that :

(i) (a) The Company is in the process of updating records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) According to the information and explanation provided to us, all the property, plant and equipment have been physically verified by the management during the year and we are further informed that no material discrepancy has been noticed by the management on such verification. In our opinion, the frequency of physical verification of property, plant and equipment is reasonable having regard to the size of the company and nature of its fixed assets.

(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 the immovable properties as disclosed in property, plant and equipment are held in the name of the Company.

(ii)
The physical verification of inventory has been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

(iii) The Company has granted unsecured loans to two bodies corporate covered in the register maintained under Section 189 of the Act.

a. In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the Companyâs interest.

b. In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest has been stipulated, repayment of principal is regular but the receipts of interest is not regular.

c. Further, interest amount of'' 34.71 lakhs has been overdue for more than 90 days.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act, with respect to the loans and investments made and guarantees and security provided by it.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Rules framed there under to the extent notified.

(vi) Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.

We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing with appropriate authorities undisputed statutory dues in respect of sales tax including value added tax, employees state insurance, provident fund, income tax, duty of excise, duty of customs, and other statutory dues. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues outstanding of sales tax including value added tax, employees state insurance, provident fund, income tax, duty of excise, duty of customs, and other statutory dues, on account of any dispute, other than the following:

Name of the statue	Nature of Dues	Period to which the dispute relates	Forum where the dispute is pending	Amount* (in '')
			Comm. Appeal
		2006-15	GST Gandhidham,	49,187,315
	Excise Duty	2006-15	Dy. Comm. GST	49,187,315
Central Excise Act, 1944			Gandhidham
Central Excise Act, 1944		2006-11	Comm. GST Mumbai	22,211,258
	Excise Duty	2002	Comm. GST Indore	200,000
	and Penalty	2004-06	CESTAT Mumbai	64,395,132
Central Excise Act, 1944 Total				135,993,705
Income Tax Act, 1961	Income Tax and Interest	A Y. 2009-14	CIT Appeals	201,437,032
Income Tax Act, 1961 Total				201,437,032
M. P. Entry Tax	Entry Tax	2003-10	Tribunal, Bhopal	22,113,839
M. P. Entry Tax	Entry Tax	2005-08	Highcourt, Indore	9,824,815
M. P. Entry Tax Total				31,938,654
M. P. VAT	Sales Tax	2003-04	High Court	2,880,359
M. P. VAT	Sales Tax	2005-06	Supreme court, Delhi	677,450
M. P. VAT Total				3,557,809
			Joint Comm. GST
			Gandhidham, Dy.
		2006-17	GST Gandhidham, Add. Comm. GST	55,506,466
	Service Tax		Gandhidham, Supdt.
Service Tax			GST Gandhidham
		2011-16	ADG - DGCEI	41,686,804
		2011-16	Ahmedabad	41,686,804
		2005-06	High Court Mumbai	3,027,168
	Service Tax and Penalty	2006-07	Comm. LTU Mumbai	42,589,321
service Tax Total				142,809,759
Grand Total				515,736,959

*amount stated are net of amount paid under protest

(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institutions or banks as at the balance sheet date.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, term loans have been applied for the purposes for which they were obtained.

(x) According to the information and explanations given to us, no material 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) Managerial Remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion and opinion and according to the information and explanations given to us, 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, the transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required under Ind AS 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2015.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

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

For M H Dalal & Associates

Chartered Accountants

Firm registration

Number: 112449W

Devang Dalal

partner

Membership No.:109049

place: Mumbai

date: 24^th May , 2018

Mar 31, 2016

The Members of

Man Industries (India) Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Man Industries (India) Limited, (âthe Companyâ), which comprises the Balance Sheet as at 31^st March 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company''s branch at Dubai.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

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

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

Opinion

Other Matter

I. We did not audit the financial statements/information of Dubai Branch included in the standalone financial statements of the company whose financial statements/ financial information reflect total assets of Rs. 3811.13 lacs as at 31st March 2016 and the total revenues of Rs. 38056.06 lacs for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of these branch have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branch, is solely on report of such branch auditors.

II. We draw attention to the note 43 to the standalone financial statements wherein the Income Tax Department had conducted a search and seizure operation on the Company and promoters between December 10 and 14, 2014 under section 132/133 of the Income Tax Act 1961 (The Act). Subsequent to the above, the company has not made any disclosures and also no order/ demand, has been received and the tax liability, if any, shall be provided upon completion of the process of assessment by the tax authorities.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issues by the Central Government of India in term of sub-section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matter specified in the paragraph 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 reports on accounts of the branch offices of the Company audited U/s 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

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

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

g) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and

h) 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 40 and 41 to the financial statements;

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

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

The Annexure referred to in Independent Auditor''s Report to the members of the Company on the Standalone financial statements for the year ended 31^st March, 2016

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

(b) According to the information and explanation provided to us, all the fixed assets have been physically verified by the management during the year and we are further informed that no material discrepancy has been noticed by the management on such verification. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its fixed assets.

(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 the immovable properties are held in the name of the Company.

2. The physical verification of inventory has been conducted at reasonable interval by the management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

3. The Company has granted unsecured loans to 2 bodies corporate covered in the register maintained under section 189 of the Act.

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, in respect of Man Overseas Metal DMCC has not been regular in the payment of the principal and interest as stipulated. Further amount of Rs. 557.50 lacs has been overdue for more than 90 days in respect of loan granted to Man Overseas Metal DMCC.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

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

6. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its product. We have broadly reviewed the same and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

7. (a) According to the information and explanation given to us and the records examined by us the company is regular in

depositing with the appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise and other statutory dues where ever applicable with appropriate authorities.

(b) According to information and explanation given to us and the records of the company, there are no dues outstanding of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess on account of any dispute, other than the following:

Statue	App. Authority	Year of Dispute	Nature of Dues	Liability Involved*
Central Excise Act, 1944	Addl Comm LTU ; Comm. LTU Mumbai; Dy Comm LTU; Commissioner (CEX. Indore)	2002-12	Excise Duty and Penalty	215,746,163
	CESTAT Mumbai	2004-06	Excise Duty and Penalty	64,395,132
	Supreme Court	2003-05	Excise Duty and Penalty	25,713,542
Central Excise Act, 1944 Total				305,854,837

Statue	App. Authority	Year of Dispute	Nature of Dues	Liability Involved*
Central Sales Tax	Highcourt, Indore	2006-08	Sales Tax	124,909
	Tribunal, Bhopal	2008-10	Sales Tax	9,450,321
Central Sales Tax Total				9,575,230
Income Tax Act, 1961	High Court, Mumbai.	AY 2004-05	Penalty	8,968,750
	ITAT, Mumbai.	AY 2002-12	Income Tax , Interest and Penalty	94,105,543
Income Tax Act, 1961 Total				103,074,293
M. P. Entry Tax	Dy Com Appeal	2002-03	Entry Tax	353,852
	Highcourt, Indore	2004-10	Entry Tax	31,937,668
M. P. Entry Tax Total				32,291,520
M. P. VAT	Supreme court, Delhi	2005-06	Sales Tax	677,450
	Tribunal, Bhopal	2002-12	Sales Tax	7,082,741
M. P. VAT Total				7,760,191
Service Tax	Addl Comm LTU, Mumbai ; Asst . Comm. LTU Mumbai; Dy. Comm. LTU Mumbai Joint Comm. LTU Mumbai ;Comm. LTU	2006-16	Service Tax and Penalty	95,506,829
	Mumbai CESTAT Mumbai	2005-07	Service Tax and Penalty	3,027,168
Service Tax Total				98,533,997
Grand Total				557,090,068

* amount stated are net of amount paid under protest.

8. In our opinion, the company is regular in repayment of dues to the financial institution and bank. Further, there are no dues repayable to the debenture holders during the year.

9. 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.

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

11. 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.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. 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.

14. According to the information and explanations give 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.

15. 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. Accordingly, paragraph 3(xv) of the Order is not applicable.

16. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 Therefore, the provisions of clause 3(xvi) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

Referred to in paragraph (g) of the Report on Other Legal and Regulatory Requirements of the Independent Auditors''

Report of even date to the members of Man Industries (India) Limited on the standalone financial statements for the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of Man Industries (India) Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. 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 (ICAI). 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 Act.

Auditors'' Responsibility

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

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

5. 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

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. 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

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Rohira Mehta & Associates

Chartered Accountants

Firm Registration No: 118777W

Nilesh Chheda

Partner Membership No. 124810

Place: Mumbai

Date: 27^th May 2016

Mar 31, 2015

We have audited the accompanying financial statements of Man Industries (India) Limited ("The Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company's branch at Dubai.

Management's Responsibility for the Financial Statements

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

Auditors' Responsibility

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

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

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

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

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

Basis for Qualified Opinion

As mentioned in note no. 45 of financial statements, the company has not provided interest on loan advanced to Merino Shelters Private Limited of Rs, 700.26 Lacs (Previous year: 1,033.05 lacs) up to the date of demerger which is in contravention to accounting principles laid down under Accounting Standard 9 (AS 9) "Revenue recognition" notified under the Companies (Accounting Standards) Rules, 2006. Had the company followed the principles of accrual system, the Profit before tax for the year ended 31st March, 2015 would have been higher by Rs, 700.26 lacs (Previous year: 1,033.05 lacs).

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 31 March 2015;

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

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

Other Matter(s)

i. We did not audit the financial statements/information of branch included in the financial statements of the Company whose financial statements / financial information reflect total assets of Rs, 3,013.35 lacs as at 31st March, 2015 and total revenues of Rs, 23,920.26 lacs for the year ended on that date, as considered in the financial statements. The financial statements/information of these branch have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branch, is based solely on the report of such branch auditors.

ii. We draw attention to the note no. 46 to the financial statements wherein the Income Tax Department had conducted a search and seizure operation on the Company and promoters between December 10 and 14, 2014 under section 132/133 of the Income Tax Act 1961 (The Act). Subsequent to the above, the company has not made any disclosures and also no order/ demand, has been received and the tax liability, if any, shall be provided upon completion of the process of assessment by the tax authorities.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

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 reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

e) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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.

f) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, do not have an adverse effect on the functioning of the Company.

g) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

h) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

i) 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 Â Refer Note 42 to the financial statements;

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

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

Annexure A to the Auditors' Report of even date to the members of Man Industries (India) Limited, on the financial statements for the year ended 31st March 2015.

1. (a) The Company is in the process of updating its records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has formulated a program of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

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

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (a) The Company has granted loan to 2 (two) party covered in the register maintained under section 189 of the Companies Act, 2013 amounting to Rs, 5,707.51 lacs The maximum amount involved during the year is Rs, 11,591.96 Lakhs.

(b) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor's Report) Order, 2013.

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

5. The Company has not accepted any deposit during the year and hence, provisions of section 73 to 76 of the Companies Act, 2013 are not applicable to the Company.

6. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under sub section (1) of section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, customs duty, excise-duty, service tax, cess and other statutory dues wherever applicable with the appropriate authorities.

(b) According to the records of the Company, there are no dues outstanding of sales tax, income tax, customs duty, wealth tax, excise duty, service tax or cess on account of any dispute, other than the following:

SI. Name of the Statue Forum where dispute Amount (Rs, In Lakhs) No.

1 Central Excise Act, 1944 & Service Tax CESTAT Delhi 1.00

CESTAT Mumbai 674.22

Large Tax Payer Unit (LTU), Mumbai 2033.18

Supreme Court 257.14

2 VAT Deputy Commissioner 0.98

Tribunal 69.85

Supreme Court, Delhi 6.77

3 Entry tax Tribunal 221.13

Deputy Commissioner (Appeal) 3.54

High Court, Indore 98.25

4 Central Sales Tax Tribunal 129.03

High Court, Jabalpur 315.13

5 Income Tax Act, 1961 Income Tax Appellate Tribunal, Mumbai 1463.03

(c) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing amount with the investor education and protection fund.

8. The Company has no accumulated losses as at 31st March 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank, as may be applicable at the Balance Sheet date.

10. In our opinion, and according to the information and explanations given to us, the Company has given corporate guarantee of Rs, 7,500 lacs for loans taken by Merino Shelters Private Limited from IFCI Limited. The term and condition whereof are not harmful to the interest of the company.

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

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

For Rohira Mehta & Associates

Chartered Accountants

Firm Registration No. 118777W

Anil V. Rohira

Partner

Membership No. : 37339

Place : Mumbai

Date : April 29, 2015

Mar 31, 2014

We have audited the accompanying financial statements of Man Industries (India) Limited ("The Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information other than financial statement of Dubai branch. The financial statement of Dubai branch has been audited by another Auditor whose report has been furnished to us, and our opinion, in so far as it relates to the amount included in respect of said branch is based solely on the report of the other Auditor. The financial statement of Dubai Branch reflecting the total assets of Rs. 10,973.86 Lacs and total revenue amounting to Rs. 24,610.65 Lacs are included in these financial statements.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of the Companies Act 2013 and other accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) We draw attention to Note no 28 regarding payment of remuneration to the managerial persons being in excess of relevant provisions of Companies Act 1956 by Rs 469.62 lacs. The company is in process of seeking ratification of shareholders in the ensuing AGM and applying to the Central Government. Pending the final application of the Company''s application no adjustments have been made to the accompanying financial statements in this regard.

(e) We draw attention to Note 43 to the financial statement wherein, pending the approval of demerger scheme by the Bombay High Court, the Company has not provided for i) Interest on loan advanced to Man Infraprojects Limited of Rs. 3502.64 Lacs & Lease rental on immoveable property to be demerged to Man Infraprojects Limited of Rs. 33.05 Lacs in contravention to Accounting Standard 9: Revenue Recognition issued by Institute of Chartered Accountants of India.

(f) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act except for matters referred to as in clause (d) & (e) above .

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

Annexure to the Auditors'' Report of even date to the members of Man Industries (India) Limited, on the financial statements for the year ended 31 March 2014.

1. (i) The Company is in the process of updating its records showing full particulars, including quantitative details and situation of fixed assets.

(ii) The Company has formulated a program of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(iii) Fixed assets disposed during the year were not substantial and therefore do not affect the going concern assumption.

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

(ii) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (i) The Company has granted loan to 2 (two) party covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs.2372.78 Lakhs. The maximum amount involved during the year is Rs 38809.46 Lakhs.

(ii) In our opinion and according to explanation and information given to us, the rate of interest on which the loan have been granted by the Company are not, prima facie, prejudicial to interest of the Company.

(iii) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor''s Report) Order, 2003.

(iv) The Company has taken loan from 1 party covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs. 500 lacs. The maximum amount involved during the year and year end balance of loan was Rs NIL.

(v) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor''s Report) Order, 2003.

(vi) In our opinion and according to the explanation given to us ,the rate of interest at which the loans have been taken are not prima facie,prejudical to the interest of the company.

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

5. (i) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that Section.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 and exceeding the value of Rupees Five Lakhs during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public and hence, the provisions of Section 58A and 58AA of the Act and rules there under are not applicable to the company.

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

8. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under section 209(1 )(d) of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

9. (i) According to the information and explanations given to us and the records examined by us, the Company is regular in

depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, customs duty, excise-duty, service tax, cess and other statutory dues wherever applicable with the appropriate authorities.

(ii) According to the records of the Company, there are no dues outstanding of sales tax, income-tax, customs duty, wealth tax, excise duty, service tax or cess on account of any dispute, other than the following:

Sl. Name of the Statue Forum where dispute Amount No. (Rs. In Lakhs)

1. Central Excise Act, CESTAT 901.08 1944. Deputy Commissioner, Large Tax Payer Unit (LTU), Mumbai 632.64

Commissioner, Large Tax Payer Unit (LTU), Mumbai 360.43 Supreme Court 1.00

2. Sales Tax Tribunal 86.84 High Court, Indore 6.77

3. Entry Tax Tribunal 227.05 Deputy Commissioner (Appeal) 3.54 High Court, Indore 98.25

4. Central Sales Tax Tribunal 133.11 Deputy Commissioner (Indore) 14.38 High Court, Jabalpur 315.13

5. Income Tax Act,1961 Income Tax Appellate Tribunal, Mumbai 89.69 Commissioner of Income Tax Appeal, Large Tax Payer Unit (LTU) 1539.43 Assistant Commissioner of Income Tax, Large Tax Payer Unit (LTU), Mumbai 23.60

10. The Company has no accumulated losses as at 31st March 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceeding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company

has not defaulted in repayment of dues to any financial institution or bank, as may be applicable at the Balance Sheet date.

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

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

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

15. In our opinion, and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institution. Hence, the provisions of clause 4 (xv) are not applicable to the company.

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

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. According to the information and explanations given to us, during the year the Company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised money through a public issue.

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

Rohira Mehta & Associates Chartered Accountants Firm Registration No: 118777W

Per Nirav B. Mehta Partner Membership No. : 106294

Place : Mumbai Date : May 30, 2014

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

3. Attention is invited to Note No. 40 (c) of the Financial Statements with regard to the Petition filed before the CLB Mumbai and a complaint before the lenders against inter-alia the Company by a promoter shareholders group. Since the matter is sub-judice, and looking to the contingencies in this regards, we are unable to comment on the same.

Annexure to the Auditors'' Report of even date to the members of Man Industries (India) Limited, on the financial statements for the year ended 31 March 2013.

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

(ii) The Company has formulated a program of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(iii) Fixed assets disposed during the year were not substantial and therefore do not affect the going concern assumption.

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

(ii) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (i) The Company has granted loan to 2 (two) parties covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs. 20,186.79 Lakhs. The maximum amount involved during the year and year end balance of loan was Rs.36,219.10 Lakhs.

(ii) In our opinion and according to explanation and information given to us, the rate of interest on which the loans have been granted by the Company are not, prima facie, prejudicial to the interest of the Company.

(iii) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor''s Report) Order, 2003.

(iv) The Company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956, hence clause (iii)(e), (f) & (g) of paragraph 4 of Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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

5. (i) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that Section.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 and exceeding the value of Rupees Five Lakhs during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public and hence, the provisions of Section 58A and 58AA of the Act and rules there under are not applicable to the company.

7. During the year, the Company has taken steps to strengthen the internal audit system. In our opinion, it needs further strengthening.

8. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

9. According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty,

10. The Company has no accumulated losses as at 31st March 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank, as may be applicable at the Balance Sheet date.

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

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

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

15. In our opinion, and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institution. Hence, the provisions of clause 4 (xv) are not applicable to the company.

16. In our opinion, and according to the information and explanation given to as on an overall basis the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. According to the information and explanations given to us, during the year the Company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised money through a public issue.

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

Chartered Accountants

Firm Registration Number: 118777W

per Nirav B. Mehta

Partner

Membership No. 106294

Place : Mumbai

Date : May 30, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Man Industries (India) Limited as at 31st March, 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These 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 the management, as well as evaluating the overall financial statements presentation. Further we believe that our audit provides a reasonable basis for our opinion.

3. We have not audited the financial statements of Dubai Branch. These financial statements have been audited by other auditors whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of the said audited branch is based solely on the Report of the other auditor. The financial statements of branch reflecting the total capital employed of Rs. 2,255,819/- and total revenue amounting to Rs. 2,539,179/- are included in these financial statements.

4. As required by the Companies (Auditors' Report) Order, 2003 ("CARO") 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 to the extent applicable .

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

1) 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;

2) 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;

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

4) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act except Accounting Standard:'. 11 & 30 issued by Institute of Chartered Accountants of India (refer to note (g) sub point (iv) of part B of significant accounting policies forming part of accounts)

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

6) Subject to the above, in our opinion and to the best of our information and according to the information and explanations given to us, the said accounts read together with the "Notes" thereon, 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 :-

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

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

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

Annexure referred to in paragraph 3 of our report of even date

1. (i) The Company is in the process of updating its records showing full particulars including quantitative details and situation of fixed assets.

(ii) The Company has formulated a programme of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(iii) Fixed assets disposed during the year were not substantial and therefore do not affect the going concern assumption.

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

(ii) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (i) The Company has granted loan to 1 (one) party covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs. 2,861,690,448/-. The amount outstanding at year end was Rs. 1,410,062,723/-.

(ii) In our opinion and according to explanation and information given to us, the rate of interest on which the loans have been granted by the Company are not, prima facie, prejudicial to the interest of the Company.

(iii) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor s Report) Order, 2003.

(iv) The Company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956, hence clause (iii)(e), (f) & (g) of paragraph 4 of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

5. (i) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that Section.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 and exceeding the value of Rupees Five Lakhs during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public and hence, the provisions of Section 58A and 58AA of the Act and rules there under are not applicable to the company.

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

8. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

9. (i). According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth -tax, customs duty, excise-duty, service tax, cess and other statutory dues wherever applicable with the appropriate authorities except in the following cases.

Name of the Statue Amount in Rs.

Service Tax (Import of Services) 3,140,000/-

VAT/CST/ Entry Tax 12,792,629/-

(ii). According to the records of the Company, there are no dues outstanding of sales tax, income-tax, customs duty, wealth tax, excise duty, service tax or cess on account of any dispute, other than the following:

Name of the Statue Amount in Rs. Forum where dispute

Central Excise Act, 1944. 237,567,920/- CESTAT, Revenue Authority

Service Tax, 1994 22,012,562/- Commissioner Service Tax

Sales Tax, CST, Entry Tax 73,936,003/- Commissioner Appeals

Income Tax Act, 1961 18,464,750/- High Court & Commissioner Appeals

10. The Company has no accumulated losses as at 31st March 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank, as may be applicable at the Balance Sheet date.

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

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

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

15. In our opinion, and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institution.

16. The Company has not raised Term Loan during the financial year.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. According to the information and explanations given to us, during the year the Company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised money through a public issue.

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

For Rohira. Mehta. & Associates

Chartered Accountants

Firm Registration Number: 118777W

Nirav B. Mehta

Partner

Membership No. 106294

Place : Mumbai

Dated: 24 May, 2012

Mar 31, 2010

1. We have audited the attached Balance Sheet of Man Industries ( India) Limited as at 31st March, 2010 and also the Proft and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the CompanyÃs management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by the management, as well as evaluating the overall fnancial statements presentation. The audited fnancial statements of the Company incorporate the audited fnancial statements of the Dubai branch, which have been audited by another auditor refecting the total assets employed of Rs. 284.32 Lakhs as at 31st March 2010, and total revenues amounting to Rs. 49696.53 Lakhs for the year ended on that date and that we have relied on the report of the other auditor. Further we believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (AuditorsÃ Report) Order, 2003 (ÃCAROÃ) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, (Ãthe ActÃ) , we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order to the extent applicable .

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

1) 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;

2) 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;

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

4) In our opinion, the Balance Sheet, Proft 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 Act except Accounting Standard: 11 issued by Institute of Chartered Accountants of India (refer to sub clause d of clause no. G of part II & clause no. 16 of part III of Schedule 18 forming part of accounts)

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

6) Subject to the above, in our opinion and to the best of our information and according to the information and explanations given to us, the said accounts read together with the ÃNotesÃ thereon, 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: -

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; (ii) In the case of the Proft and Loss Account, of the proft for the year ended on that date; and (iii) In the case of the Cash Flow Statement, of the cash fows for the year ended on that date.

MAN INDUSTRIES (INDIA) LIMITED

Annexure referred to in paragraph 3 of our report of even date

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

(ii) The Company has formulated a programme of physical verifcation of its fxed assets by which all the fxed assets are verifed in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verifcation is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifcation.

(iii) Fixed assets disposed during the year were not substantial and therefore do not affect the going concern assumption.

2. (i) The inventories have been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

(ii) The procedure of physical verifcation of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company is maintaining proper records of inventories. The discrepancies noticed on verifcation between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (i) The Company has granted loans to 3 (Three) parties covered in the registered maintained under section 301 of the Companies Act, 1956 the amount to Rs. 18402.42 Lakhs. The amount outstanding at year end was Rs. 6395.47 Lakhs.

(ii) In our opinion and according to explanation and information given to us, the rate of interest and other terms and conditions on which the loans have been granted by the Company are not, prima facie, prejudicial to the interest of the Company.

(iii) There is no written term & condition and written stipulation as to recovery of principal amount and interest as such we are unable to comment on clauses (iii)(c) & (d) of paragraph 4 of Companies (AuditorÃs Report) Order are not applicable to the Company.

(iv) The Company has taken loans from 2 (Two) party covered in the registered maintained under section 301 of the Companies Act, 1956 amounting to Rs. 788.75 Lakhs.The amount outstanding at the year end was Nil.

(v) There is no written term & condition and written stipulation as to repayment of principal amount as such we are unable to comment on clauses (iii)(f) & (g) of paragraph 4 of Companies (AuditorÃs Report) Order are not applicable to the Company.

4. In our opinion and to the information and explanations given to us, there is anadequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fxed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these area.

5. (i) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that Section.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 and exceeding the value of Rupees Five Lakhs during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. 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 Act and rules there under, to the extent applicable, have been complied with. The management further informs us that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposit.

7. During the year, the Company has taken steps to strengthen the internal audit system. In our opinion it needs to be further strengthening.

8. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and record with view to determine whether they are accurate or complete.

9. (i) According to the information and explanations given to us and the records examined by us, the Company is regular in repositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth Ãtax, customs duty, excise-duty, service tax, cess and other statutory dues wherever applicable with the appropriate authorities except in the following cases.

Name of the Statue Amount (Rs. In Lakhs)

Service Tax (Import of Services) 31.40

VAT/CST/Entry Tax 95.06

(ii). According to the records of the Company, there are no dues outstanding of sales tax, income-tax, customs duty, wealth tax, excise duty, service tax or cess on account of any dispute, other than the following:

Name of the Statue Amount (Rs. In Lakhs) Forum where dispute

Central Excise Act, 1944. 3958.10 CESTAT, Revenue Authority

Service Tax 220.13 Commissioner Service Tax

Sales Tax, CST, Entry Tax 571.47 Commissioner Appeals

Income Tax Act, 1961 86.21 Commissioner Appeals

10. The Company has no accumulated losses as at 31st March 2010 and it has not incurred any cash losses in the fnancial year ended on that date or in the immediately preceding fnancial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any fnancial institution or bank, as may be applicable at the Balance Sheet date.

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

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Beneft Fund/ Societies are not applicable to the Company.

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

15. In our opinion, and according to the information and explanations given to us, the Company has given guarantee on behalf of its subsidiaries as mentioned in clause 17 of part III of schedule 18 forming part of accounts. Further the terms and conditions of the guarantee are not prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, Term LoanÃs have been applied for the purpose for which they were raised.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. According to the information and explanations given to us, the Company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures during the year.

20. The Company has not raised money through a public issue.

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

For Rohira Mehta & Associates

Chartered Accountants

Firm Registration No.: 118777W

(Anil V. Rohira)

Partner Membership No. 037339

Place:Mumbai Dated: May 18, 2010

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