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Auditor Report of Mangalam Organics Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Mangalam Organics Limited (Formerly known as Dujodwala Products Limited), which comprise the Balance Sheet as at 31st March, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2015, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

f) With respect to the other matters included in the Auditor's Report and to the best of our information and according to explanation given to us:

1. The Company has disclosed the impact of pending litigation on its financial position in its financial statement- Refer Note 28 of the financial statements.

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

3. During the current year, there is no amount which needs to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in our report of even date)

Annexure referred to in Point 1 of the Auditors' Report of even date to the members of Mangalam Organics Limited for the year ended as on March 31, 2015.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

i) (a) The company has not maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However, the Company has informed us that it is in process of compilation.

(b) According to the information and explanation given to us, all the fixed assets have not been physically verified by the management during the year though the company has verification on a random basis but we cannot comment on its reasonability and therefore further we cannot comment on the material discrepancies.

ii) (a) The inventory has been physically verified during the year by the management and we have relied on the same. In our opinion the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the company is maintaining proper record of inventory. As explained to us, there is no material discrepancy noticed on physical verification of inventory as compared to book record and have been properly dealt with in the books of accounts.

iii) In our opinion and according to the information and explanation given to us the company has not granted unsecured loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

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

v) In our opinion and according to the information and explanation given to us by the management, the company has not accepted any deposit from the public and therefore the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable.

vi) The Central Government has prescribed maintenance of the cost records under sub section (1) of section 148 of the Companies Act, 2013 in respect to the company's products. We have broadly reviewed the books of accounts & records maintained by the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made & maintained. We have however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

vii) (a) According to the records of the Company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, Excise duty, service tax, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities and no undisputed amounts payable in respect of these 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 explanation given to us, there are no dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute except as stated below:-

Name of the statute Nature of Amount of Payment of dues demand demand

The Central Excise Interest 1,68,38,001 1,39,59,131 Act, 1944

The Central Excise Excise duty 11,58,94,818 NIL Act, 1944

The Central Excise Excise Duty 1,01,92,867 NIL Act, 1944

The Income Tax Income Tax 6,97,536 6,97,536 Act, 1961

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

The Central Excise July 1999 to Commissioner of Central Act, 1944 January 2004 Excise and Customs (Appeals)

The Central Excise April 1999 to High Court Act, 1944 March 2004

The Central Excise April 2004 to High Court Act, 1944 November 2004

The Income Tax A.Y. 2009-10 Income Tax Appellate Tribunal Act, 1961

(c) According to the information and explanation given to us there were no amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provision of the Companies Act 1956 (1 of 1956) and rules there under and therefore no amount has been transferred to such fund within the time.

viii) The company has no accumulated losses and the company has not incurred any cash losses during the financial year covered under audit or in the immediately preceding financial year.

ix) Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks. There are no Debenture holders of the company.

x) On the basis of the information and explanation given to us and records produced before us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xi) In our opinion and according to the information and explanations given to us and on an overall examination

of the records and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the company has, prima facie, applied the term loans for the purpose for which the loans were obtained.

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

For R. Kabra & Co.

Chartered Accountants (Registration NO.104502W) (Deepa Rathi) Partner M. Ship No. 104808 FRN : 104502W Place: Mumbai Date: 30th May, 2015


Mar 31, 2014

Report on the financial statements

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

Management''s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 2014.

b. In the case of the statement of profit and loss, of the profit for the year ended on that date, and

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

Report on other legal and regulatory requirements

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

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

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

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

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

d. In our opinion, the Balance Sheet, statement of Profit and Loss, and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act ;

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in our report of even date)

Annexure referred to in Point 1 of the Auditors'' Report of even date to the members of Mangalam Organics Limited for the year ended as on March 31, 2014.

Re: Mangalam Organics Limited (formerly Dujodwala Products Limited) (the Company)Re: Mangalam Organics Limited (formerly Dujodwala Products Limited) (the Company)

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

i. a. The Company has not maintained proper records showing full particulars, including quantitative details and situation of fixed assets. However, the Company has informed us that it is in the process of compilation.

b. According to the information and explanation given to us, all the fixed assets have not been physically verified by the management during the year though the Company has a verification on random basis but we cannot comment on its reasonability & therefore further we cannot comment on the material discrepancies.

c. The Company has not disposed of any substantial part of fixed assets during the year so as to affect its going concern.

ii. a. The inventory has been physically verified during the year by the management and we have relied on the same. In our opinion the frequency of verification is reasonable.

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

c. In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory. As explained to us, there is no material discrepancy noticed on physical verification of inventory as compared to book records and have been properly dealt with in the books of accounts.

iii. a. As per the information and explanation given to us, the Company has granted unsecured loans to companies covered in the register maintained under section 301 of the Companies Act, 1956. The number of such parties involved is 10 and the maximum balance during the year is Rs. 5,47,82,176/- and the closing balance as on year end is Rs. NIL.

b. Except Interest free loan, other terms & conditions of loan given by the Company are prima facie not prejudiced to the interest of the Company.

c. The receipt of principal amount and interest are on demand basis.

d. As per the information and explanation given to us, the Company has taken unsecured loans from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The number of such parties involved is 3 and the maximum balance during the year is Rs. 7,17,99,753/- and the closing balance as on year end is Rs 1,28,55,072/-. Out of the closing balance as on year end of Rs. 1,28,55,072/-, Rs. 1,25,66,400/- amount outstanding is pertaining to regular purchases done by the party.

e. The loans taken are interest free and other terms & conditions of loan given by the Company are prima facie not prejudiced to the interest of the Company,

f. The payment of principal amount and interest are on demand basis.

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

v. a. In our opinion and according to the information & explanation given to us, the particulars of or arrangement referred to in Section 301 of the act have been entered in the register required to be maintained under that section.

b. As explained to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public and hence the directive issued by the Reserve Bank of India and provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rule, 1975 are not applicable.

vii. In our opinion, the Company has an internal audit system through internal control system and the scope and coverage of which needs to be strengthened with the size and nature of the business of the Company.

viii. The Central Government has prescribed maintenance of the cost records U/S 209(l)(d) of the Companies Act, 1956 in respect to the Company''s products. We have broadly reviewed the books of accounts & records maintained by the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made & maintained. We have however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

ix. a. According to the records of the Company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, Excise duty, service tax, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding at the year end, for a period of more than six months from the date they became payable.

c. According to the information and explanation given to us, there are no dues outstanding of income- tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute except as stated below:

Name of the Nature of Amount of Payment of statute dues demand demand

The Central Interest 1,68,38,001 77,07,386 Excise Act, 1944

The Central Excise duty 11,58,94,818 NIL Excise Act, 1944

The Central Excise Duty 1,01,92,867 NIL Excise Act, 1944

The Income Tax Income Tax 6,97,536 6,97,536 Act, 1961

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

The Central July 1999 to Commissioner of Excise Act, 1944 January 2004 Central Excise and Customs (Appeals)

The Central April 1999 to High Court Excise Act, 1944 March 2004

The Central April 2004 to High Court Excise Act, 1944 November 2004

The Income Tax AY 2009-10 Income Tax Act, 1961 Appellate Tribunal

x. The Company has no accumulated losses and the Company has not incurred any cash losses during the financial year covered under audit or in the immediately preceding financial year

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

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

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

xiv. In our opinion, the Company is not regularly dealing in or trading in shares, securities, debentures and other investments other than of Long term in nature for which they have maintained proper records of the transactions & contract in respect of investment held by the Company. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

xvi. In our opinion and according to the information and explanations given to us and on an overall examination of the records and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima facie, applied the term loans for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usage of the funds, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued any secured debentures.

xx. According to the information and explanations given to us the Company has not raised any money by public issue during the period covered by our audit report.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year nor we have been informed about such case by the management.

For R. Kabra & Company Chartered Accountants Firm reg. number: 104502W Place: Mumbai Date: 9th May 2014 sd/- R L Kabra Partner Membership No.: 016216


Mar 31, 2013

Report on the financial statements

We have audited the accompanying financial statements of Dujodwala Products Limited (the Company), which comprise the balance sheet as at 31 March, 2013 and the statement of profit and loss and cash flow statement for the year then ended and as ummary of signi ficant accounting policies and other explanatoryin formation.

Management''s responsibilitvforthefinancial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including 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 ofinternal control relevant to the preparationand presentation of thefinancial statements that give atrueandfairviewandarefreefrom material misstatement, whether due to fraud or error.

Auditor''s responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''sjudgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act subject to note no. 35 of notes on financial statements in respect of sales tax deferment liability, in the manner so required and give a true and fair view in conformity with theaccountingprinciplesgenerallyaccepted in India:

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 for the year ended on that dateand In the case of the cash flow statement of the cash flows for the year ende don 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. Asrequiredbysection227(3)oftheAct,wereportthat:

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

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

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

d. In our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except as referred in note no. 35 of notes on financial statements in respect of sales tax deferment liability.

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

ANNEXURE TO THE AUDITORS1 REPORT

(REFERREDTO IN OUR REPORTOF EVEN DATETOTHE MEMBERSOF DUJODWALA PRODUCTS LIMITED AS AT 31st MARCH 2013)

[I] [a] The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, the Company has informed us that it is in the process of maintaining register showing proper records.

[b] According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that the management on such verification has noticed no material discrepancies.

[c] The Company has not disposed of any substantial part of fixed assets during the year so as to affect itsgoingconcern.

[II] [a] The inventory has been physically verified during the year by the management and we have relied on thesame. lnouropinion,thefrequencyofverification is reasonable.

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

[c] In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory. As explained to us, there is no material discrepancy noticed on physical verification of inventory as compared to book records and have been properly dealt with in the books of accounts.

[III] [a] According to the information and explanationsgiven to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of theorderarenotapplicabletotheCompanyand hence not commented upon.

[b] According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act,1956.Accordingly,the provisions of clause4(iii)(e)to(g)of theorderarenotapplicabletotheCompanyand hence not commented upon.

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

[V] [a] To the best of our knowledge and belief and according to nformation and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have not been entered so far.

[b] In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

[VI] In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public and hence the directive issued by the Reserve Bank of India and provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rule, 1975arenotapplicable.

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

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

[IX] [a] According to the records of the Company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, Excise duty, service tax, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities.

[b] According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

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

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

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

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

According to the information and explanationsgiven to us, the Company has not given any guarantee for loanstaken by othersfrom bankorfinancial institutions.

xvi. In our opinion and according to the information and explanations given to us and on an overall examination of the records and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima facie, applied thetermloansforthe purpose forwhich the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usage of the funds, we report that no funds raised on short- term basis have been used for long-term investment.

xviii. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, during the year covered by our audit report, the Company has not issued any secured debentures.

According to the information and explanations given to us the Company has not raised any money by publicissueduringtheperiod covered byourauditreport.

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

For:Sundarlal,Desai&Kanodia

Chartered Accountants

Registration No. 110560W Sd/-

H.P. Kanodia

Partner

Mem. No. 40617

Place : Mumbai

Dated: 12th May, 2013.


Mar 31, 2012

We have audited the accompanying financial statements of Dujodwala Products Limited (the company), which comprise the balance sheet as at 31 March 2012, and the statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

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

Auditor's responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act subject to note no. 35 of notes on financial statements in respect of sales tax deferment liability, 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 2012.

b. In the case of the statement of profit and loss, of the profit for the year ended on that date, and

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

Report on other legal and regulatory requirements

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

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

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

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

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

d. In our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except as referred in note no. 35 of notes on financial statements in respect of sales tax deferment liability.

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

ANNEXURE TO THE AUDITORS1 REPORT

(REFERREDTO IN OUR REPORTOF EVEN DATETOTHE MEMBERSOF DUJODWALA PRODUCTS LIMITED AS AT31st MARCH 2011)

[I] [a] The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, the Company has informed us that it is in the process of maintaining register showing proper records.

[b] According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

[II] [a] The inventory has been physically verified during the year by the management and we have relied on the same. In our opinion, the frequency of verification is reasonable.

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

[ c] In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. As explained to us, there is no material discrepancy noticed on physical verification of inventory as compared to book records and have been properly dealt with in the books of accounts.

[III] [a] According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Order are not applicable to the company and hence not commented upon.

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

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

[V] [a] To the best of our knowledge and belief and according to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have not been entered so far.

Nature of Transaction for the whole year Amount (Rs)

Sales of Goods 38,17,617

[b] In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

[VI] In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public and hence the directive issued by the Reserve Bank of India and provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rule, 1975arenotapplicable.

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

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

[IX] [a] According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, Excise duty, service tax, cess and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities.

[b] According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

[c] According to the information and explanation given to us, there are no dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute except as stated below:

Name of the Nature of Amount of Payment Period to which Forum where dispute statute dues demand of demand the amount is pending relate

The Central Excise duty 11,58,94,818 NIL April 1999 to High Court Excise Act, 1944 March 2004

The Central Custom 1,01,92,867 NIL April 2004 to CESTAT by the Excise Act, 1944 Duty November 2004 Company

The Income Tax Income Tax 6,97,536 6,97,536 AY 2009-10 Comm. Of Income Tax Act, 1961 (Appeals)

x. The company has no accumulated losses and the Company has not incurred any cash losses during the financial year covered under audit or in the immediately preceding financial year

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

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

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

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

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

xvi. In our opinion and according to the information and explanations given to us and on an overall examination of the records and relying on the information compiled by the company for co-relating the funds raised to the end use of term loans, we have to state that, the company has, prima facie, applied the term loans for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company and after placing reliance on the reasonable assumptions made by the Company for classification of long-term and short-term usage of the funds, we report that no funds raised on short- term basis have been used for long-term investment.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, during the year covered by our audit report, the company has not issued any secured debentures.

xx. According to the information and explanations given to us the company has not raised any money by public issue during the period covered by our audit report.

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

For: Sundarlal, Desai & Kanodia Chartered Accountants Registration No.H0560W

Sd/-

H.P. Kanodia Partner Mem. No. 40617

Place : Mumbai

Dated: 11th August 2012.


Mar 31, 2011

1] We have audited the attached Balance Sheet of DUJODWALA PRODUCTS LIMITED ("the Company") as at 31st March, 2011 and its Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2] We conducted our audit in accordance with 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basisforouropinion.

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

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

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary forthe purpose of our Audit;

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

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

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and subject to Note No. 6 regarding disputed liability of excise duty, interest, & Note No. 12 in respect of sales tax defferement.

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

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with Significant Accounting Policies and subject to Note No. 6 regarding disputed liability of excise duty, interest & Note No. 12 in respect of sales tax deferment of Schedule 14 and Notes thereon gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in our opinion and according to the information and explanations given to us in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

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

ANNEXURE TO THE AUDITORS' REPORT (REFERREDTO IN OUR REPORTOF EVEN DATETOTHE MEMBERS OF DUJODWALA PRODUCTS LIMITED AS AT31ST MARCH 2011)

[I] [a] The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, the Company has informed us that it is in the process of maintaining register showing proper records.

[b] According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the ndfture of its assets. No material discrepancies were noticed on such verification.

[II] [a] The inventory has been physically verified during the year by the management and we have relied on the same. In our opinion, the frequency of verification is reasonable. The inventories lying with outside parties have been confirmed by the management.

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

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

[III] [a] In our opinion and explanation given to us, Company has not granted loans to Companies, Firms, and other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (a), (b), (c) and (d) of clause 4(iii) are not applicable to the Company

[b] The Company has not taken or granted any loans, secured or unsecured, from/ to Companies, Firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clauses (b), (c), (d), (e), (f) and (g) of clause 4 (iii) of the Order are not applicable to the Company.

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

[V] [a] To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have not been entered so far.

Nature of Transaction for the whole year Amount (Rs)

Sales of Goods 24,81,338

[b] In our opinion and according to the information and explanations given to us, in absence of the comparable price it is not possible to compare the transactions made in pursuance of contracts or arrangements to be entered in the register maintainable under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, we are not able to comment on the reasonabiiity of price having regard to prevailing market prices at the relevant time.

[VI] In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

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

[VIII] We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the Company pursuant to the rules made by the Central Government for the maintenance of any cost records under section 209(1) (d} of the companies Act, 1956 and we are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. We have not, however, made a detail examination of the same.

[IX] [a] According to the records of the Company undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance^ income-tax, Sales Tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to the extent applicable to it have generally been deposited regularly with the appropriate authorities.

[b] According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31s1 March, 2011 for a period of more than six months from the date they became payable.

[c] According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute, except as stated below:

Nature of Dues Amount of Payment of Period to which Forum where Demand Demand amounts relates Dispute is Pending

Interest on 1,89,31,646/- 25,39,508/- July 1999 to Dec Settlement Excise Duty 2006 Commission by Company

Excise Duty 11,58,94,818/- - April 99 to March CESTAT by the 04 Dept.

Excise Duty 1,01,92,867/- - April 04 to Nov 04 CESTAT by the Company

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

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

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

[XIII] In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a, nidhi/mutual benefit fund/ society. Therefore, the provisions of clause4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

[XIV] In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

[XV] 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 banks or financial institutions.

[XVI] In our opinion and according to the information and explanations given to us, and on an overall examination of the records, and relying on the information complied by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima facie, applied thetermloansforthepurposesforwhichtheywereobtained. •

[XVII] According to the information and explanations given to us and on an overall examination of the balance sheet of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short-term usages of the funds, we report that no funds raised on short-term basis have been used for long-term investment.

[XVIII] According to the information and explanations given to us and on the basis of records examined by us, the Company has not made any preferential allotment of shares to companies or parties covered in the register maintained under section 301 of the Companies Act, 1956 except 19,42,857 share warrants allotted to the promoter group, out of these, 4,31,080 share warrants have been converted into equity shares of Rs. 10/- each at premium of Rs. 8.59/- each.

[XIX] According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any Secured Debenture.

[XX] According to the information and explanations given to us, the Company has not raised any money by public issue during the year covered by our audit report.

[XXI] According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For: Sundarlal, Desai & Kanodia

Chartered Accountants

Registration No. 110560W

sd/-

H.P. Kanodia

Partner

Mem. No. 40617

Place : Mumbai Dated : 30th May 2011


Mar 31, 2010

1] We have audited the attached Balance Sheet of DUJODWALA PRODUCTS LIMITED ("the Company") as at 31st March, 2010 and its Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2] We conducted our audit in accordance with auditing standards generally accepted in India. 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 dis -closures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by manage -ment, as well as evaluating the overall financial statement presenta -tion. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and subject to Note No. 6 regarding disputed liability of excise duty, interest, & Note No. 12 in respect of sales tax deferement.

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

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with Significant Accounting Policies and subject to Note No. 6 regarding disputed liability of excise duty, interest & Note No. 12 in respect of sales tax deferement and Notes thereon gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in our opinion and according to the information and explanations given to us in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

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

ANNEXURE TO THE AUDITORSREPORT (REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF DUJODWALA PRODUCTS LIMITED AS AT 31ST MARCH, 2010)

[I] [a] The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets. However, the Company has informed us that it is in the process of maintaining register showing proper records.

[b] According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

[II] [a] The inventory has been physically verified during the year by the management and we have relied on the same. In our opinion, the frequency of verification is reasonable. The inventories lying with outside parties have been confirmed by the management.

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

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

[III] [a] In our opinion and explanation given to us, Company has not granted loans to companies, firms, and other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (a), (b), (c) and (d) of clause 4(iii) are not applicable to the Company.

[b] The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clauses (e), (f) and (g) of clause 4 (iii) of the Order are not applicable to the Company.

[IV] In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternate source do not exist for obtaining comparable quotations, therefore we are not able to comment on the reasonability of the purchase price. There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we generally have not observed any continuing failure to correct major weaknesses in internal controls.

[V] [a] To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies act, 1956 have not been entered so far.

Nature of Transaction for the whole year Amount (Rs.)

Sales of Goods (including consignment sales) 52,66,716

Purchase of Goods 27,87,421

[b] In our opinion and according to the information and explanations given to us, in absence of the comparable price it is not possible to compare the transactions made in pursuance of contracts or arrangements to be entered in the register maintainable under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, we are not able to comment on the reasonability of price having regard to prevailing market prices at the relevant time.

[VI] In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

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

[VIII] We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the Company pursuant to the rules made by the Central Government for the maintenance of any cost records under section 209(1) (d) of the companies Act, 1956 and we are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. We have not, however, made a detail examination of the same.

[IX] [a] According to the records of the Company undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income-tax, Sales Tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to the extent applicable to it have generally been deposited regularly with the appropriate authorities.

[b] According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable.

[c] According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute, except as stated below:

Nature of Dues Amount of Payment of Period to whi ch amounts Forum where Demand Demand relates Dispute is Pending

Interest on 1,89,31,646/- 25,39,508/- July 1999 to Dec 2006 Settlement Excise Duty Commission by Company

Excise Duty 11,58,94,818/- ------- April 99 to March 04 CESTAT by the Dept.

Excise Duty l701,92,867/- ------- April 04 to Nov 04 CESTAT by the Company

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

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

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

[XIII] In our opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

[XIV] In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

[XV] 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 banks or financial institutions.

[XVI] In our opinion and according to the information and explanations given to us, and on an overall examination of the records, and relying on the information complied by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima facie, applied the term loans for the purposes for which they were obtained.

[XVII] According to the information and explanations given to us and on an overall examination of the balance sheet of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short-term usages of the funds, we report that no funds raised on short-term basis have been used for long-term investment.

[XVIII] According to the information and explanatibns given to us and on the basis of records examined by us, the company has made preferential allotment of warrants to companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which warrants have been issued is not prejudicial to the interest of the company.

[XIX] According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any Secured Debenture.

[XX] According to the information and explanations given to us, the Company has not raised any money by public issue during the year covered by our audit report.

[XXI] According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For SUNDARLAL, OESAI & KANOOIA CHARTERED ACCOUNTANTS H. P. Kanodia Partner M.S. No. 40617

PLACE: Mumbai DATED: 25th May, 2010

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