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Auditor Report of Manjushree Technopack Ltd.

Mar 31, 2015

Report on the Financial Statements

1. We have audited the accompanying financial statements of MANJUSHREE TECHNOPACK LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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 Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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

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

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

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

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

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

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

Opinion

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

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

(ii) in the case of the Statement of Profit and Loss, 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. Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (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.

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

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

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

(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.

(e) 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.

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

(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 13.ii. to the financial statements;

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 7 to the financial statements;

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

ANNEXURE TO THE AUDITORS'' REPORT

(as referred to in para 9 of the Independent Auditors'' report of even date)

(i)

(a) As per the information and explanations provided to us, the Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) the Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. Consequently, commenting on proper treatment thereof in the books of account does not arise. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii)

(a) As per the information and explanations provided to us, the physical verification of inventory has been conducted at reasonable intervals by the management. In our opinion, the frequency of such verification is reasonable;

(b) As per the information and explanations provided to us, the procedures followed for physical verification of inventory by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) As per the information and explanations provided to us, the Company has maintained proper records of inventories. We are informed that the discrepancies between the physical stocks and the book records noticed on verification were not material;

(iii) As per the information and explanations provided to us, the Company has not granted loans, secured and / or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Consequently, commenting under this clause does not arise.

(iv) As per the information and explanations provided to us, the Company has 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. Further, there does not exist any continuing failure to correct major weaknesses in such internal control system.

(v) As per the information and explanations provided to us, the Company has not accepted deposits. Consequently, comments under this clause are not provided.

(vi) As per the information and explanations provided to us, the Central Government has specified maintenance of cost records under sub-section (I) of section 148 of the Companies Act and the Company makes and maintains such accounts and records. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. As informed to us, the Company is in the process of obtaining the Cost Audit report required for the current financial year.

(vii)

(a) As per the information and explanations provided to us, the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and there does not exist, any arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable;

(b) As per the information and explanations provided to us, there does not exist any dues 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 that have not been deposited on account of any dispute other than the following:

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

CENVAT Excise duty with 35,380 Oct''10 to Aug''11 Credit Rules, 2004 penalty

CENVAT Excise duty with 3,99,720 Sep''08 to Jul''09 Credit Rules, 2004 penalty

CENVAT Excise duty with 83,862 Aug''09 to May''10 Credit Rules, 2004 penalty

CENVAT Excise duty with 1,21,033 Apr''10 to Sep''10 Credit Rules, 2004 penalty

CENVAT Excise duty with 39,034 Jun''10 to Apr''11 Credit Rules, 2004 penalty

CENVAT Excise duty with 4,35,986 Sep''08 to Jul''09 Credit Rules, 2004 penalty

CENVAT Excise duty with 264 Jul''11 to Oct 11 Credit Rules, 2004 penalty

CENVAT Excise duty with 1,10,915 Sep''11 to May''12 Credit Rules, 2004 penalty

CENVAT Service tax with 1,84,305 Dec''10 to Jan''12 Credit Rules, 2004 penalty

CENVAT Service tax with 1,20,309 Feb''12 to Dec''12 Credit Rules, 2004 penalty

Income Tax Act, 1961 Income tax 9,99,096 2010-11 with interest

Customs Act, 1962 Duty demand for 2,85,597 Apr''2002 bonded warehoused raw materials

Name of the Statute Forum where dispute is pending

CENVAT Credit Rules 2004 Custom, Excise & Service Tax Appellate Tribunal (CESTAT)

CENVAT Credit Rules 2004 CESTAT

CENVAT Credit Rules 2004 CESTAT

CENVAT Credit Rules 2004 CESTAT

CENVAT Credit Rules 2004 CESTAT

CENVAT Credit Rules 2004 CESTAT

CENVAT Credit Rules 2004 Commissioner (Appeal)

CENVAT Credit Rules 2004 Commissioner (Appeal)

CENVAT Credit Rules 2004 Commissioner (Appeal)

CENVAT Credit Rules 2004 Commissioner (Appeal)

Income Tax Act 1961 Commissioner (Appeal)

Customs Act 1962 Assistant Commissioner of Customs (Bonds)

(c) As per the information and explanations provided to us, the Company has transferred the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder within time.

(viii) As per the information and explanations provided to us, the Company has no accumulated losses at the end of the financial year and has not incurred any cash losses in such financial year and in the immediately preceding financial year;

(ix) As per the information and explanations provided to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders. Consequently, comments under this clause is not provided:

(x) As per the information and explanations provided to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions;

(xi) As per the information and explanations provided to us, the term loans were applied for the purpose for which the loans were obtained; and

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

for Singhvi, Dev & Unni

Chartered Accountants

Firm Registration No. 003867S

Parthasarathy Sudarsanam

Bangalore Partner

May 28, 2015 Membership No.: 205179


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

2. 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 September 13, 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.

Auditors'' Responsibility

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

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

Opinion

4. 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, 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

5. i) 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.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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

ANNEXURE TO THE AUDITORS'' REPORT

(as referred to in para 5(i) of the Independent Auditors'' report dated May 21, 2014)

(i) (a) the records of fixed assets showing full particulars including quantitative details and situation of fixed assets are maintained by the Company;

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

(c) there has been no disposal of substantial part of the fixed assets during the year;

(ii) (a) as explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) in our opinion and according to the information and explanation 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 explanation given to us, the Company has maintained proper records of its inventories. We are informed that the discrepancies between the physical stocks and the book records noticed on verification were not material;

(iii) a) the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Consequently, comment on clause (iii) (b) (c) and (d) does not arise

b) the Company has obtained demand loan of Rs.2,984.64 lakhs from an associate specified in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.2,222.54 lakhs and the closing balance is Nil;

c) other terms and conditions of loan taken by the Company are prima facie not prejudicial to the interest of the Company; and

d) the Company has regularly repaid the loan and interest during the year;

(iv) the Company has adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. We have not come across any major weakness in internal control;

(v) the Company has no transactions that need to be entered in the register to be maintained as per section 301 of the Act. Consequently, comment on clause (v) does not arise;

(vi) during the year, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provision of the Act and the rules framed thereunder, or under the directives issued by the Reserve Bank of India. Consequently, comment on clause (vi) does not arise;

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Act and are of the opinion

that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. As informed to us, the Company is in the process of obtaining the Cost Audit report required under Companies (Cost Audit) Rules 2011 and Section 233 B of the Act;

(ix) (a) the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Service Tax, Value Added Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities and there are no undisputed amounts outstanding as at the last day of the financial year for a period of more than six months from the date they became payable;

(b) according to the information and explanations given to us, there are no dues in respect of income-tax, sales tax, wealth tax, service tax, custom duty, value added tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute, other than the following;

Name of the statute Nature of dues Amount

Central Excise Act 1944 Excise duty with 35,380 penalty Central Excise Act 1944 Excise duty with 399,720 penalty Central Excise Act 1944 Excise duty with 83,862 penalty Central Excise Act 1944 Excise duty with 121,033 penalty Central Excise Act 1944 Excise duty with 39,034 penalty Central Excise Act 1944 Excise duty with 435,986 penalty Central Excise Act 1944 Excise duty with 264 penalty Central Excise Act 1944 Excise duty with 110,915 penalty Finance Act 1994 Service tax with 176,708 penalty Finance Act 1994 Service tax with 181,310 penalty

Finance Act 1994 Service tax with 184,305 penalty

Finance Act 1994 Service tax with 120,309 penalty Central Sales CST with penalty 523,445,827 Tax Act, 1956

Central Sales CST with penalty 630,319,690 Tax Act, 1956

Income Tax Act, 1961 Income tax 999,096

Customs Act, 1962 Duty demand for 285,597

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

Central Excise Act 1944 Oct'' 10 to Aug'' 11 Commissioner (Appeal)

Central Excise Act 1944 Sept'' 08 to July'' 09 CESTAT

Central Excise Act 1944 Aug'' 09 to May'' 10 CESTAT

Central Excise Act 1944 April'' 10 to Sept'' 10 CESTAT

Central Excise Act 1944 June'' 10 to April'' 11 CESTAT

Central Excise Act 1944 Sept'' 08 to July'' 09 CESTAT

Central Excise Act 1944 Jul'' 11 to Oct'' 11 Commissioner (Appeal)

Central Excise Act 1944 Sept'' 11 to May'' 12 Commissioner (Appeal)

Finance Act 1944 Aug'' 09 to Feb'' 11 Commissioner (Appeal)

Finance Act 1944 Jan'' 12 to Oct'' 12 Commissioner (Appeal)

Finance Act 1944 Dec'' 10 to Jan'' 12 Commissioner (Appeal)

Finance Act 1944 Feb'' 12 to Dec'' 12 Commissioner (Appeal)

Central Sales 2011-12 Commissioner (Appeal) Tax Act, 1956

Central Sales 2012-13 Commissioner (Appeal) Tax Act, 1956

Income Tax Act, 1961 AY 2011-12 Commissioner (Appeal)

Customs Act, 1962 Apr -2002 Assistant Commissioner of Customs (Bonds)

bonded warehoused raw materials

* Above mentioned Contingent Liabilities are inclusive of Interest and penalty.

(x) the Company has no accumulated losses as at March 31, 2014 and has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year;

(xi) in our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to bank and there are no dues to financial institutions or debenture- holders;

(xii) the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Consequently, comment on clause (xii) does not arise;

(xiii) the Company is not a chit fund Company, nidhi, mutual benefit fund/society. Consequently, comment on clause (xiii) does not arise;

(xiv) the Company is not dealing or trading in shares, securities, debentures and other investments. Consequently, comment on clause (xiv) does not arise;

(xv) according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Consequently, comment on clause (xv) does not arise;

(xvi) the Company has used the term loans for the purpose for which it was obtained;

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

(xviii) the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Consequently, comment on clause (xviii) does not arise;

(xix) the Company has not issued any debentures. Consequently, comment on clause (xix) does not arise;

(xx) the Company has not raised any money by public issue during the year. Consequently, comment on clause (xx) does not arise; and

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

for Singhvi, Dev & Unni Chartered Accountants Firm Reg. No. 003867S Parthasarathy Sudarsanam Bangalore Partner May 21, 2014 Membership No.: 205179


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

2. 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

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

5. i) 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.

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

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

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

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

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

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

Annexure to the Auditors'' Report

(as referred to in para 5(i) of the Independent Auditors'' report dated May 28,2013)

(i) (a) the records of fixed assets showing full particulars including quantitative details and situation of fixed assets are maintained by the Company;

(b) the fixed assets of the Company have not been physically verified during the year. In our opinion, the frequency of the verification of the assets needs to be increased;

(c) there has been no disposal of substantial part of the fixed assets during the year;

(ii) (a) as explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) in our opinion and according to the information and explanation 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 explanation given to us, the Company has maintained proper records of its inventories. We are informed that the discrepancies between the physical stocks and the book records noticed on verification were not material;

(iii) (a) 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. Consequently, comment on clause (iii) (b) (c) and (d) does not arise

(b) the Company has obtained an interest free loan of 57,487,080 from an associate specified in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was 57,487,080 and the closing balance is Nil; and

(c) other terms and conditions of loan taken by the Company are prima facie not prejudicial to the interest of the Company; and

(d) the Company has regularly repaid the loan during the year;

(iv) the Company has adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. We have not come across any major weakness in internal control;

(v) the Company has no transactions that need to be entered in the register to be maintained as per section 301 of the Companies Act, 1956. Consequently, comment on clause (v) does not arise;

(vi) during the year, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provision of the Act and the rules framed thereunder, or under the directives issued by the Reserve Bank of India. Consequently, comment on clause (vi) does not arise;

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. As informed to us, the Company is in the process of obtaining the Cost Audit report required under Companies (Cost Audit) Rules 2011 and Section 233 B of the Companies Act;

(ix) (a) the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Service Tax, Value Added Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities and there are no undisputed amounts outstanding as at the last day of the financial year for a period of more than six months from the date they became payable;

(b) according to the information and explanations given to us, there are no dues in respect of income-tax, sales tax, wealth tax, service tax, custom duty, value added tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute, other than the following;

Name of the Nature of Amount statute dues

Central Excise Act 1944 Excise duty with 1,704,931 interest and penalty

Central Excise Act 1944 Excise duty with 525,632 interest and penalty

Central Excise Act 1944 Excise duty with 160,398 interest and penalty

Central Excise Act 1944 Excise duty with 147,232 interest and penalty

Central Excise Act 1944 Excise duty with 45,656 interest and penalty

Central Excise Act 1944 Excise duty with 573,322 interest and penalty

Finance Act 1994 Service tax with 176,708 interest and penalty

Finance Act 1994 Service tax with 171,252 interest and penalty

Finance Act 1994 Service tax with 51,200 interest and penalty

Finance Act 1994 Service tax with 151,668 interest and penalty

Customs Act, 1962 Duty demand for 285,597 bonded warehoused raw materials

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

Central Excise Act 1944 April'' 03 to March'' 04 Commissioner (Appeal)

Central Excise Act 1944 Sept'' 08 to July'' 09 Commissioner (Appeal)

Central Excise Act 1944 April'' 09 to May'' 10 Commissioner (Appeal)

Central Excise Act 1944 April'' 10 to Sept'' 10 Commissioner (Appeal)

Central Excise Act 1944 June'' 10 to April'' 11 Commissioner (Appeal)

Central Excise Act 1944 Sept'' 08 to July'' 09 Commissioner (Appeal)

Finance Act 1994 Aug'' 09 to Feb'' 11 Commissioner (Appeal)

Finance Act 1994 Sept'' 09 to July'' 10 Commissioner (Appeal)

Finance Act 1994 Aug'' 10 to Feb'' 11 Commissioner (Appeal)

Finance Act 1994 Mar'' 11 to Dec'' 11 Commissioner (Appeal)

Customs Act 1962 Apr'' 2002 Assistant Commissioner of Customs (Bonds)

(x) the Company has no accumulated losses as at March 31, 2013 and has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year;

(xi) in our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to bank and there are no dues to financial institutions or debenture-holders;

(xii) the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Consequently, comment on clause (xii) does not arise;

(xiii) the Company is not a chit fund Company, nidhi, mutual benefit fund/society. Consequently, comment on clause (xiii) does not arise;

(xiv) the Company is not dealing or trading in shares, securities, debentures and other investments. Consequently, comment on clause (xiv) does not arise;

(xv) according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Consequently, comment on clause (xv) does not arise;

(xvi) the Company has used the term loan for the purpose for which it was obtained;

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

(xviii) the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Consequently, comment on clause (xviii) does not arise;

(xix) the Company has not issued any debentures. Consequently, comment on clause (xix) does not arise;

(xx) the Company has not raised any money by public issue during the year. Consequently, comment on clause (xx) does not arise; and

(xxi) during the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. for Singhvi, Dev & Unni Chartered Accountants

Firm Reg. No. 003867S

Parthasarathy Sudarsanam

Bangalore Partner

May 28,2013 Membership No.: 205179


Mar 31, 2012

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

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

3) As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order

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

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 appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss Account 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 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;

e) on the basis of 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 are disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

h) in the case of the Statement of Profit and Loss Account of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

(as referred to in para 3)

(i) (a) the records of fixed assets showing full particulars including quantitative details and situation of fixed assets are maintained by the Company;

(b) the fixed assets of the Company have not been physically verified by the management during the year. In our opinion, the frequency of the verification is reasonable;

(c) there has been no disposal of substantial part of the fixed assets during the year;

(ii) (a) as explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) in our opinion and according to the information and explanation 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 explanation given to us, the Company has maintained proper records of its inventories. We are informed that the discrepancies between the physical stocks and the book records noticed on verification were not material;

(iii) (a) 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. Consequently, comment on clause (iii) (b) (c) and (d) does not arise;

(b) the Company has obtained an interest free loan of Rs.689.79 lakhs from an associate specified in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 689.79 lakhs and the closing balance is NIL;

(c) other terms and conditions of loan taken by the Company are prima facie not prejudicial to the interest of the Company;

(d) the Company has regularly repaid the loan during the year;

(iv) the Company has adequate internal control system commensurate with the size of the Company and nature of its business for the purpose of inventory, fixed assets and for the sale of goods. We have not come across any major weakness in internal control;

(v) the Company has no transactions that need to be entered in the register to be maintained as per section 301 of the Companies Act, 1956. Consequently, comment on clause (v) does not arise;

(vi) during the year, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provision of the Act and the rules framed thereunder, or under the directives issued by the Reserve Bank of India. Consequently, comment on clause (vi) does not arise;

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

(viii) as informed to us, the Company is in the process of obtaining the compliance certificate regarding maintenance of Cost Accounting Records for the current financial year as required under Notification No. G.S.R. 429(E), dated 03rd June 2011 issued by the Ministry of Corporate Affairs;

(ix) (a) the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investors' Education and Protection Fund, Employees' State Insurance, Income tax, Wealth Tax, Service Tax, Value Added Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities and there are no undisputed amounts outstanding as at the last day of the financial year for a period of more than six months from the date they became payable;

(b) according to the information and explanations given to us, there are no dues in respect of income-tax, sales tax, wealth tax, service tax, custom duty, value added tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute, other than the following;

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

Central Excise Act 1944 Excise duty with 5,25,632 Sept' 08 to July' 09 Commissioner (Appeal) interest and penalty

Central Excise Act 1944 Excise duty with 1,47,232 April' 10 to Sept' 10 Commissioner (Appeal) interest and penalty

Central Excise Act 1944 Excise duty with 45,656 June' 10 to April' 11 Commissioner (Appeal) interest and penalty

Central Excise Act 1944 Excise duty with 1,60,398 April' 09 to May' 10 Commissioner (Appeal) interest and penalty

Central Excise Act 1944 Excise duty with 5,73,322 Sept' 08 to July' 09 Commissioner (Appeal) interest and penalty

Central Excise Act 1944 Excise duty with 17,04,931 April' 03 to March' 04 Commissioner (Appeal) interest and penalty

(x) the Company has no accumulated losses as at March 31, 2012 and has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year;

(xi) in our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial Institutions, banks or debenture holders;

(xii) the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Consequently, comment on clause (xii) does not arise;

(xiii) the Company is not a chit fund company, nidhi, mutual benefit fund/society. Consequently, comment on clause (xiii) does not arise;

(xiv) the Company is not dealing or trading in shares, securities, debentures and other investments. Consequently, comment on clause (xiv) does not arise;

(xv) according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Consequently, comment on clause (xv) does not arise;

(xvi) the Company has used the term loan for the purpose for which it was obtained;

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

(xviii) the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Consequently, comment on clause (xviii) does not arise;

(xix) the Company has not issued any debentures. Consequently, comment on clause (xix) does not arise;

(xx) the Company has not raised any money by public issue during the year. Consequently, comment on clause (xx) does not arise; and

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

for Singhvi, Dev & Unni

Chartered Accountants

Firm Reg. No. 003867S

Parthasarathy Sudarsanam May 21, 2012 Partner

Bangalore Membership No: 205179


Mar 31, 2011

1) We have audited the attached Balance Sheet of Manjushree Technopack Limited as at March 31, 2011, the Profit and Loss account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3) As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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 appears from our examination of those books;

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

d) In our opinion and subject to our comments in para g) below, 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;

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

f) Since the quantum and modalities of payment of cess payable under section 441A of the Companies Act, 1956 has not yet been prescribed or notified by the Central Government, neither any payment nor any provision thereof has been made;

g) In our opinion and to the best of our information and according to the explanations given to us, subject to the provision of leave encashment amounting to Rs.27,73,759 which has been determined not based on actuarial valuation as required under Accounting Standard 15 issued under Companies (Accounting Standards) Rules, 2006 and the impact of which is not ascertainable, the said accounts together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

ANNEXURE TO AUDITORS' REPORT (as referred to in para 3) (i) (a) the records of fixed assets showing full particulars including quantitative details and situation of fixed assets are maintained by the company;

(b) the fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and this revealed no material discrepancies. In our opinion, the frequency of the verification is reasonable;

(c) there has been no disposal of substantial part of the fixed assets during the year;

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanation 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 explanation given to us, the Company has maintained proper records of its inventories. We are informed that the discrepancies between the physical stocks and the book records noticed on verification were not material.

(iii) (a) 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. Consequently, comment on clause (iiij (b) (c) and (d) does not arise;

(b) the Company has obtained an interest free loan of Rs.686.92 lakhs from an associate specified in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 686.92 lakhs and the closing balance is NIL;

(c) other terms and conditions of loan taken by the company are prima facie not prejudicial to the interest of the company;

(d) the Company has regularly repaid the loan during the year;

(iv) The Company has adequate internal control system commensurate with the size of the Company and nature of its business for the purpose of inventory, fixed assets and for the sale of goods. We have not come across any major weakness in internal control.

(v) The Company has no transactions that need to be entered in the register to be maintained as per section 301 of the Companies Act, 1956. Consequently, comment on clause (v) does not arise;

(vi) during the year, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provision of the Act and the rules framed thereunder, or under the directives issued by the Reserve Bank of India. Consequently, comment on clause (vi) does not arise;

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

(viii) As informed to us, maintenance of cost records under clause (d) of the subsection (1) of section 209 of the Act has not been prescribed for the Company. Consequently, comment on clause (viii) does not arise;

(ix) (a) the Company is generally regular In depositing undisputed statutory dues including Provident Fund, Investors' Education and Protection Fund, Employees' State Insurance, Income tax, Wealth Tax, Service Tax, Value Added Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities and there are no undisputed amounts outstanding as at the last day of the financial year for a period of more than six months from the date they became payable;

(b) according to the information and explanations given to us, there are no dues in respect of income-tax, sales tax, wealth tax, service tax, custom duty, value added tax,, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute, other than the following;

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

The Customs Act, Duty Demand for Rs.2.85 lacs April, 2002 Asst. Commissioner 1962 Bonded warehoused of Customs (Bonds) raw materials

(x) the Company has no accumulated losses as at March 31,2011 and has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year;

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial Institutions, banks or debenture holders.

(xii) the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Consequently, comment on clause (xii) does not arise;

(xiii) the company is not a chit fund company, nidhi, mutual benefit fund/society. Consequently, comment on clause (xiii) does not arise;

(xiv) the company is not dealing or trading in shares, securities, debentures and other investments. Consequently, comment on clause (xiv) does not arise;

(xv) according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Consequently, comment on clause (xv) does not arise;

(xvi) the Company has used the term loan for the purpose for which it was obtained.

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

(xviii) the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Consequently, comment on clause (xviii) does not arise;

(xix) the company has not issued any debentures. Consequently, comment on clause (xix) does not arise;

(xx) the Company has not raised any money by public issue during the year. Consequently, comment on clause (xx) does not arise;

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

for Singhvi, Dev & Unni

Chartered Accountants

Firm Reg. No. 003867S

Parthasarathy Sudarsanam

Bangalore Partner

May 27, 2011 Membership No: 205179


Mar 31, 2010

We have audited the attached Balance sheet of "MANJUSHREE TECHNO PACK LIMITED, BANGALORE as at 31.03.2010, the Profit and Loss Account and the Cash flow statement for the year ending on that date annexed thereto. These financial statements are the responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by Companies (Auditors Report) Order 2003 as amended by Companies (Auditors Report (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of Companies Act 1956, we enclose in the Annexure a statement as to matters specified in paragraphs 4 & 5 of the said order, to the extent the order is applicable to the company.

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

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

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

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion, the attached Balance Sheet and Profit & Loss account comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the Basis of written representations received by us from the directors of the company as on 31.03.2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2010 from being appointed as a director of the company under clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

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

i. In the case of Balance Sheet, of the state of affairs of Company as at 31.03.2010 and

ii. In the case of Profit and Loss account, of the Profit of the company for the year ended on that date.

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

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph (1) of my Report of even date on the Accounts of MANJUSHREE TECHNOPACK LIMITED, Bangalore for the year ended 31st March, 2010

1. a. In our opinion and according to the information given to us the company has maintained proper records showing full

particulars including quantitative details and situation of its Fixed Assets.

b. The Fixed Assets have been physically verified by the management at the year end as reported to us, and no material discrepancies was noticed on such verification.

c. The Company has not sold any significant fixed assets during the year, which might materially affect the going concern nature of the Company.

2. a. In our opinion the management has conducted physical verification in respect of finished goods, stores, spare parts and raw materials at reasonable intervals.

b. In our opinion and according to the information & explanation given to us the procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company has maintained proper records of inventory and no material discrepancies was noticed on physical verification as compared to the book records as reported to us.

3. a. The company has not granted loans or advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies Act, 1956, hence clause 3(a) to 3(d) are not applicable

e. The company has taken interest free loan from one person covered under the register maintained under section 301 of the Companies Act, 1956. The aggregate maximum amount involved during the year was Rs.432.50 lacs and the closing Balance is Rs. NIL.

f. The terms of loan in our opinion are not prejudicial to the interest of the company.

g. As the loan was repaid during the year no comment under this clause is required.

4. In our opinion, and according to the information and explanation 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 & Fixed assets & Sale of goods and services. During the course of the audit, we have not observed any continuing failure to correct any major weakness in the internal control system.

5. a. In our opinion and according to the information and explanation given to us all transactions that need to be entered

in the register in pursuance of Section 301 of the act have been so entered. b. In our opinion and according to the explanation given to us, the transactions made in pursuance of contracts/ arrangements entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of Rs. 500000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

6. Based on our scrutiny of the Companys records and according to the information and explanations provided by the management, in our opinion the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Sections 58A, 58AA and any other provisions of the Companies Act, 1956 and the rules framed thereunder are not applicable.

7. In our opinion and according to information and explanations given to us the Company has its own internal audit system, which is satisfactory considering the size of the Company.

8. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company. Hence no comment on the same is required.

9. a. According to the records of the Company the Company is regular in depositing undisputed statutory dues including provident fund, state insurance, income tax, sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other statutory dues. According to the information and explanations given the records verified by us on the balance sheet date there were no arrears in statutory dues outstanding for the period of more than six months from the date when they became payable.

b. Disputed liability as at the last date of year under audit towards custom duty on raw Materials in Bond - Rs. 2.85 lac pending settlement.

Name of the Nature of Amount Period to Forum where Statute which Dispute Involved the amount the Dispute relates is pending

Customs Duty Demand Rs.2.85 April, Asst. for Bonded lacs 2002 Commissioner Act & Rules warehoused material of Customs (bonds)

10. The Company has no accumulated losses at the end of the financial period and it has not incurred cash losses in the financial period under the report and during the immediately preceding financial year.

11. Based on our audit procedures and on 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 or bank. The Company has not issued any debentures.

12. Based on our audit procedures and according to explanation given to us and based on the information available the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other investments.

13. In our opinion the Company is neither a chit fund, nidhi nor a mutual benefit fund nor a society. Accordingly, clause 4(xiii) of the order is not applicable.

14. According to information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the order is not applicable.

16. The term loans raised by the company have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the Company has not used funds raised on short-term basis for long-term investment and vice versa.

18. According to the records of the company, no preferential allotments of shares have been made to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. According to the records of the Company, no debentures have been issued. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. However due to a previous public issue it is required to disclose the application of fund till date, accordingly, the disclosure is made and the same for the current year has been verified by us and found correct.

21. On the basis of our examination and according to the information and explanation given to us no fraud on or by the Company has been noticed or reported during the period under report.

For SHARMA & PAGARIA Chartered Accountants

Bangalore. PAWAN PAGARIA

27th May, 2010 Partner

Membership No. 201781


Mar 31, 2009

1. We have audited the attached Balance Sheet of Manjushree Technopack Limited (Formerly: Manjushree Extrusions Limited), Bangalore as at 31st March, 2009, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order 2003, as amended, issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956 (the Act) to the extent applicable and on the basis of further checks considered appropriate, we report hereunder on the matters specified in paragraphs 4 and 5 of the said order:

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

b) The fixed assets have been physically verified by the management at the year-end as reported to us, and no material discrepancy was noticed on such verification.

c) The company has not sold any significant fixed assets during the year, which might materially affect the going concern nature of the company.

(ii) a) Physical verification of stocks of finished products, raw materials, consumables and stores has been conducted by the management at reasonable intervals.

b) In our opinion, 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, the company has maintained proper records of inventory and no material discrepancy was noticed on physical verification as compared to book records as reported to us.

(iii) a) The Company has not granted any loan to companies, firms or other parties listed in the register maintained under section 301 of Companies Act, 1956; hence the question of rate of interest on loans, terms & conditions thereof, receipts on account of such loans or overdues against such loans does not arise.

b) The company had interest free loan transactions with 2 companies in the same group aggregating to Rs. 4,99,20,000 during the year under audit, on terms and conditions which are not, prima facie, prejudicial to the interests of the company.

c) In our opinion, the company is regular in payment of the principal and interest to the companys bankers in respect of term loan availed from them.

d) There are no overdues on account of principal & interest exceeding Rs.1 Lac; hence the question of taking the necessary steps does not arise.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory & fixed assets, sale of goods and rendering of services and, prima facie, there is no weakness in internal control system. (v) a) 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. b) In our opinion, and according to the information and explanations given to us, such transactions have been made at prices or on terms which are reasonable having regard to the prevailing market prices or the terms at the relevant time.

(vi) In our opinion and according to our information and explanation given to us, the company has an internal audit system commensurate with its size and nature of its business during the year under audit.

(vii) a) According to the information and explanations furnished to us, there are no undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding with the appropriate authorities for a period of more than six months as at the last day of the year under audit.

b) Estimated Disputed Liabilities as at the last day of the year under audit towards: - Customs Duty on Raw Materials in Bond - Rs. 285,597 pending settlement.

(viii) The company has a positive net worth during the year under audit and it has not incurred cash losses in such year or in the immediately preceding financial year.

(ix) The company has not raised any deposits that attract the provisions of sections 58A and 58AA or any other relevant provisions of the Act.

(x) The maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Act for any of the products of the company.

(xi) According to the information and explanations furnished to us, the company has not defaulted in repayment of dues to its bankers and / or lenders during the year.

(xii) The company has not granted any loan and / or advance on the basis of security by way of pledge of shares, debentures and / or other securities.

(xiii) In our opinion, the company is not a chit fund or nidhi / mutual benefit fund / society.

(xiv) The company has not dealt or traded in shares, securities, debentures and / or other investments, except short term investments of Rs. 100 Lacs in units of Mutual Funds during the year, which have been liquidated during the year itself, against which a dividend income of Rs. 107,308 has been earned by the company.

(xv) The company has not given any guarantee for loan(s) taken by others from any bank or financial institution.

(xvi) The Company has availed term loan from State Bank of India with outstanding of Rs. 4,55,10,735 (net of repayments) at the year end and in our opinion and as per the explanations given to us; the same have been applied for the purposes for which the loans were obtained.

(xvii) According to the information and explanations furnished to us, the short-term funds raised by the company do not appear to have been used for long-term investments.

(xviii)The company has not made any preferential allotment of shares to parties and companies listed in the register maintained under section 301 of the Act.

(xix) The company has not issued any kind of debentures.

(xx) The company has not raised money by public issue during the financial year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xxi) In our opinion and according to information and explanations furnished to us during audit, we have not come across any fraud on or by the company during the year.

4. Further to our comments 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 as far as appears from our examination of the books.

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

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

(v) On the basis of written representations received from directors and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act in the manner so required and also, subject to the notes on accounts in schedule "P", 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, 2009;

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

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

For A. KEDIA & ASSOCIATES Chartered Accountants

Bangalore, A. K. KEDIA The 27th day of June, 2009 Proprietor


Mar 31, 2008

1. We have audited the attached Balance Sheet of Manjushree Extrusions Limited, Bangalore as at 31st March, 2008, the Profit ft Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order 2003, as amended, issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956 (the Act) to the extent applicable and on the basis of further checks considered appropriate, we report hereunder on the matters specified in paragraphs 4 and 5 of the said order:

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

b) The fixed assets have been physically verified by the management at the year-end as reported to us, and no material discrepancy was noticed on such verification.

c) The company has not sold any fixed assets during the year, which might affect the going concern nature of the company.

(ii) a) Physical verification of stocks of finished products, raw materials, consumables and stores has been conducted by the management at reasonable intervals.

b) In our opinion, 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, the company has maintained proper records of inventory and no material discrepancy was noticed on physical verification as compared to book records.

(iii) a) The Company has not granted any loan to companies, firms or other parties listed in the register

maintained under section 301 of Companies Act, 1956; hence the question of rate of interest on loans, terms ft conditions thereof, receipts on account of such loans or overdues against such loans does not Arise.

b) The Company had outstanding interest free unsecured loans of Rs. 61,737,000 from 4 companies under same management and Rs. 4,650,000 from 4 directors listed in the register maintained under section 301 of the Act at the beginning of the year which, alongwith further loans of Rs. 59,021,609 availed from the said companies and Rs. 33,282,614 from the said directors during the year, have been fully repaid during the financial year under audit, on terms and conditions which are not, prima facie, prejudicial to the interests of the company

c) In our opinion, the company is regular in payment of the principal and interest to the companys bankers in respect of term loan availed from them.

d) There are no overdues on account of principal Et interest exceeding Rs.1 Lac; hence the question of taking the necessary stepsdoes notarise.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory ft fixed assets, sale of goods and rendering of services and, prima facie, there is no weakness in internal control system.

(v) a) The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained underthatsection. b) In our opinion, and according to the information and explanations given to us, such transactions have been made at prices or on terms which are reasonable having regard to the prevailing market prices or thetermsattherelevanttime.

(vi) In our opinion and according to our information and explanation given to us, the company has an internal audit system commensurate with its size and nature of its business during the year under audit.

(vii) a) According to the information and explanations furnished to us, there are no undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding with the appropriate authorities for a period of more than six months as at the last day of the year under audit. b) Estimated Disputed Liabilities as at the last day of the year under audit towards: - Customs Duty on Raw Materials in Bond - Rs. 285,597 pending settlement.

(viii) The company has a positive net worth during the year under audit and it has not incurred cash losses in such year or in the immediately preceding financial year.

(ix) The company has not raised any deposits that attract the provisions of sections 58A and 58AA or any other relevant provisionsof the Act.

(x) The maintenance of cost records has not been prescribed by the Central Government under section 209 (1)(d) of the Act for any of the products of the company.

(xi) According to the information and explanations furnished to us, the company has not defaulted in repayment of dues to its bankers and/ or lenders during the year.

(xii) The company has not granted any loan and / or advance on the basis of security by way of pledge of shares, debentures and/or other securities.

(xiii) In our opinion, the company is not a chit fund or nid hi/mutual benefit fund/society.

(xiv) The company has not dealt or traded in shares, securities, debentures and / or other investments, except a short term investment of Rs. 2500 Lacs in units of Mutual Funds during the year, which have been liquidated during the year itself, against which a dividend income of Rs. 296,194 has been earned by the company.

(xv) The company has not given any guarantee for loan(s) taken by others from any bank or financial institution.

(xvi) The Company has availed term loan from State Bank of India with outstanding of Rs. 62,639,818 at the year end and in our opinion and as per the explanations given to us; the same have been applied for the purposes for which the loans were obtained.

(xvii) According to the information and explanations furnished to us, the short-term funds raised by the company do not appear to have been used for long-term investments.

(xviii) The company has not made any preferential allotment of shares to parties and companies listed in the register maintained undersection301 of the Act.

(xix) The company has not issued any kind of debentures.

(xx) The company has raised Rs. 3570 Lacs during the year through a composite issue of 9,336,900 equity shares, comprising of Rights Issue of 42,10,800 equity shares of the face value of Rs. 10 each issued at a premium of Rs. 20 per share; and Public Issue of 51,26,100 equity shares of Rs. 10 each issued at a premium of Rs. 35 pershare.

(xxi) In our opinion and according to information and explanations furnished to usduring audit, we have not come across any fraud on or by the company during the year.

4. Further to our comments 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 as far as appears from our examination of the books.

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

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

(V) On the basis of written representations received from directors as on 31st March, 2008 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act in the manner so required and also, subject to the notes on accounts in schedule "P", 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, 2008;

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

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

ForA.KEDIA ASSOCIATES Chartered Accountants

Bangalore, A.K. KEDIA The 30th day of June, 2008 Proprietor


Mar 31, 2005

1. We have audited the attached Balance Sheet of MANJUSHREE EXTRUSIONS LIMITED as at 31st March 2005, the Profit & Loss Account and the Cash Flow Statement for, the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report Amendment) Order, 2004 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956 to the extent applicable and on the basis of such further checks as we considered appropriate, we report hereunder on the matters specified in paragraphs 4 and 5 of the said order:

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

b) As explained to us, the fixed assets have been physically verified by the management at the year-end and no material discrepancies were noticed on such verification.

c) The company has not sold any fixed assets during the year, which might affect the going concern nature of the company.

(ii) a) Physical verification of stocks of finished products, raw materials, consumables & stores has been conducted by the management at reasonable intervals.

b) In our opinion, 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, the company has maintained proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

(iii) a) The Company has not granted any loan to companies, firms or other parties listed in the register maintained under sec. 301 of Companies Act, 1956; hence the question of rate of interest on loans, terms & conditions thereof, receipts on account of such loans or overdues against such loans does not arise.

b) The Company has availed overall unsecured loans of Rs. 1,92,27,000 (out of which Rs. 21,65,000 was repaid during the year) from 2 companies listed in the register maintained under section 301 of the Act on terms and conditions, which do not appear, prima facie, to be prejudicial to the interests of the company.

c) In our opinion, the company is regular in payment of the principal and interest.

d) There are no overdues on account of principal & interest exceeding Rs. 1 lac, hence the question of taking the necessary steps does not arise.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and the sale of goods and services and there is no major weakness in internal control system.

(v) a) 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.

b) In our opinion, and according to the information and explanations given to us, such transactions 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 our information and explanation given to us, the company has an internal audit system commensurate with its size and nature of its business during the year under audit.

(vii) a) According to the information and explanations furnished to us, there are no undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding with the appropriate authorities for a period of more than six months as at the last day of the year under audit.

b) Estimated Disputed Liability as at the last day of the year under audit towards:

i) Customs Duty on Raw Materials in Bond - Rs. 2,85,597/- pending settlement.

ii) Penalty Demands raised by Commercial Tax Department, Government of Karnataka, under Karnataka Tax on Entry of Goods Act, 1979 in respect of assessment years 1995-96, 1996-97 and 1997-98 amounting to Rs. 210,000/-.

(viii) The company has a positive net worth during the year under audit and it has not incurred cash losses in such year or in the immediately preceding financial year.

(ix) The company has not raised any deposits that attract the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 as amended.

(x) The maintenance of cost records has not been prescribed by the Central Government under section 209 (l)(d) of the Act for any of the products of the Company.

(xi) The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanation furnished to us, the company is not dealing or trading in shares, securities, debentures and other investments.

(xiv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xv) The Company has availed term loan with current outstanding of Rs. 8,52,25,000 from State Bank of India and in our opinion and as per the explanations given to us, the same has been applied for the purpose for which the loan was obtained.

(xvi) According to the information and explanation furnished to us, the short-term funds raised by the company do not appear to have been used for long-term investments.

(xvii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act.

(xviii) The company has not issued any kind of debentures.

(xix) The company has not raised money by public issue.

(xx) In our opinion and according to information and explanations furnished to us during audit, we have not come across any fraud on or by the company during the year.

4. Further to our comments 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 the books.

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

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

(v) On the basis of written representations received from directors as on 31st March 2005, and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March, 2005 from being appointed as a Director in terms of clause (g) of sub-section (I) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and also, subject to and read with the Notes on Accounts in Schedule "Q", 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, 2005;

(ii) in the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date; and

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

For A. KEDIA & ASSOCIATES Chartered Accountants

A.K. KEDIA Proprietor

Bangalore, The 30th day of June, 2005


Mar 31, 2004

1. We have audited the attached Balance Sheet of MANJUSHREE EXTRUSIONS LIMITED as at 313 March 2004, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We 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(s). An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227 of the Companies Act, 1956 to the extent applicable and on the basis of such fur- ther checks as we considered appropriate, we report hereunder on the matters specified in paragraphs 4 and 5 of the said order:

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

b) As explained to us, the fixed assets have been physically verified by the management at the year-end and no material discrepancies were noticed on such verification.

c) The company has not sold any substantial part of its fixed assets during the year, which might affect the going concern nature of the company.

(ii) a) Physical verification of stock of materials and consumables has been conducted by the management at the year-end.

b) In opinion, the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion, the company has maintained proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

(iii) a) The Company has availed Rs. 1,61,62,000/- by way of Interest free Unsecured Loans from two associate companies under the same management listed in the register maintained under section 301 of the Act on terms and conditions, which do not appear, prima facie, to be prejudicial to the interests of the company.

b) The Company has not given any Loans or Advances to any party during the year except interest free advances to staff in normal course of business.

c) In respect of unsecured loans availed by the company, there is no stipulation as to repayment or interest, hence the question of regular payment does not arise.

d) There are no overdues on account of principal & interest exceeding Rs. 1 lac, hence the question of taking the necessary steps does not arise.

(iv) In our opinion, and according to the information and explanations given to us, there are ad- equate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and the sale of goods and there is no major weakness in internal control systems.

(v) The company has not entered into any transaction exceeding in value during the year to Rs. 5 lacs or more with any party, that need to be recorded in the register pursuant to section 301 of the Act. (vi) The deposits raised by the company do not attrac the provisions of sections 58A and 58AA of the Companies Act.

(vii) In our opinion and according to our information and explanation given to us, the company has an internal audit system commensurate with its size and nature of its business during the year under audit. (viii) The maintenance of cost records has not been prescribed by the Central Government under section 209 (1)(d) of the Act for any of the products of the Company.

(ix) a) According to the information and explanation furnished to us, there are no undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities for a period of more than six months as at the last day of the year under audit. b) Estimated Disputed Liability as at the last day of the year under audit towards:

i) Customs Duty on Raw Materials in Bond - Rs. 2,85,597 pending settlement,

ii) Penalty Demands raised by Commercial Tax Department, Government of Kamataka, under Karnataka Tax on Entry of Goods Act, 1979 in respect of assessment years 1995-96, 1996-97 and 1997-98 amounting to Rs. 210,000.

(x) The company has a positive net worth during the year and it has not incurred cash losses in such financial year or the year immediately preceding such financial year.

(xi) The company has not defaulted in repayment of dues to a financial institution or bank or deben- ture holders during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) According to the information and explanation furnished to us, the company is not dealing or trading in shares, securities, debentures and other investments.

(xv) The company has not given any guarantee for loans taken by others from bank or financial insti- tutions.

(xvi) In our opinion and according to our information and explanation given to us, the term loans were applied for the purpose for which the loans were obtained.

(xvii) In our opinion and according to our information and explanation given to us, the short-term funds raised by the company do not appear to have been used for long-term investment and vice versa.

(xviii)The company has not made any preferential allotment of shares to parties and companies cov- ered in the register maintained u/s 301 of the Act.

(xix) The company has not issued any kind of debentures.

(xx) The company has not raised any money by public issue during the year under audit.

(xxi) In our opinion and according to our information and explanation given to us during the audit we have not come across any fraud on or by the company during the year.

4. Further to our comments 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 the books.

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

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

(v) On the basis of written representations received from the Directors of the Company as on 31" March 2004, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2004 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and also, subject to and read with the Notes on Accounts in Schedule "Q", 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, 2004; and

(ii) In the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date.

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

For A. KEDIA & ASSOCIATES Chartered Accountants

Bangalore, (A.K. KEDIA) The 30th day of June, 2004 Proprietor


Mar 31, 2002

1. We have audited the attached Balance Sheet of MANJUSHREE EXTRUSIONS LIMITED as at 31st March 2002 and also the Profit & Loss Account 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 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 misstatements). An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such further checks, as we considered appropriate, we report that:

(i) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. As explained to us, the fixed assets have been physically verified by the Management at the year-end, and no material discrepancies have been reported on such verification.

(ii) None of the fixed assets have been revalued during the year.

(iii) Physical verification of stocks of Finished Goods, Raw Materials, Fuel and Packing Materials has been conducted by the management at the year-end, in our opinion, the procedure of physical verification of the above mentioned stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business, and no significant discrepancies have been noticed on such verification as compared to book records, in our opinion, the valuation of the above mentioned stocks is fair and proper and in accordance with normally accepted accounting principles and is on the same basis as in earlier years.

(iv) The company has obtained interest free loan(s) from parties listed in the register maintained under section 301/370(1 B) of the Companies Act, 1956, on terms and conditions, which are not, prima facie, prejudicial to the companys interests.

(v) In respect of loans given by the Company, the terms and conditions thereof are prima-fade not prejudicial to the interests of the Company.

(vi) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of raw materials & stores including components, plant & machinery, equipment and other assets and for the sale of goods,

(vii) The Company has not entered into any contract for purchase and/or sale of goods and/or for rendering of services aggregating in value during the year to Rs. 50,000/- or more from/to any concern in which Directors are interested as listed in the register maintained under section 301 of the Companies Act, 1956.

(viii) The Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the account for the loss arising on the items so determined.

(ix) The Company has not raised any deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed thereunder.

(x) in our opinion, reasonable records are being maintained by the Company for the sale and disposal of realisable by-products.

(xi) In our opinion, the Companys present internal audit system is commensurate with its size and the nature of its business.

(xii) The maintenance of cost records has not been prescribed by the Central Government for any of the products of the Company.

(xiii) The Company has generally been regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities.

(xiv) According to the information and explanations furnished to us, there are no undisputed amounts payable in respect of income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty and outstanding for a period of more than six months as at the last day of the year under audit.

(xv) From our examination and to the best of our information, no personal expenses appear to have been charged to the revenue account except those payable under contractual obligations.

(xvi) The Company is not a sick industrial company within the meaning of section 3(1)(o) of Sick Industrial Companies (Special Provisions) Act, 1985.

4. Further to our comments 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 and the Profit & Loss Account dealt with this report are in agreement with the books of accounts.

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

v) In course of our audit, we have not come across any matter requiring our observation, which has prima-fade any adverse effect on the functioning of the Company.

vi) On the basis of written representations received from directors as on 31st March 2002, and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March, 2002 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and also 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, 2002; and

b) in the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date.

For A. Kidia and Associates Chartered Accountant

BANGALORE (A. K. KEDIA) The 29th day of June 2002 Proprietor

 
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