Auditor Report of Nirlon Ltd.

Mar 31, 2018

INDEPENDENT AUDITORS’ REPORT

To the Members of Nirlon Limited

Report on the indian accounting standards (ind As) Financial statements

1. We have audited the accompanying Financial Statements of Nirlon Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018 the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the ind As 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 Ind AS Financial Statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these Ind AS Financial Statements based on our audit.

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

5. We conducted our audit of the Ind AS Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS Financial Statements are free from material misstatement.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,

2018, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the Year ended on that date.

Other Matter

9. The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these Ind AS Financial Statements, are based on the previously issued statutory Financial Statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by the predecessor auditor who expressed an unmodified opinion vide reports dated April 27, 2017 and April 28, 2016 respectively. The adjustments to those Financial Statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (“the Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

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

(f) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

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

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its Ind AS Financial Statements - Refer Note 32;

ii. The Company has long-term contracts as at March 31, 2018 for which there were no material foreseeable losses. The Company did not have any derivative contracts as at March 31, 2018;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the Year ended March 31, 2018;

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the Year ended March 31, 2018.

Annexure A to Independent Auditors’ Report

Referred to in paragraph 11 (f) of the Independent Auditors’ Report of even date to the members of Nirlon Limited on the Ind AS Financial Statements for the year ended March 31, 2018

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

1. We have audited the internal financial controls with reference to Financial Statements of Nirlon Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to Financial Statements.

Meaning of Internal Financial Controls with reference to Financial Statements

6. A company’s internal financial control with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

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

Opinion

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

Referred to in paragraph 10 of the Independent Auditors’ Report of even date to Members of Nirlon Limited on the Ind AS Financial Statements as of and for the Year ended March 31, 2018

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

(b) The fixed assets of the Company have been physically verified by the Management during the Year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) The title deeds of immovable properties, as disclosed in Note 3 on Investment Property to the Ind AS Financial Statements, are held in the name of the Company.

ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii) of the said Order are not applicable to the Company.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

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

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of Service Tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, provident fund, employees’ state insurance, income tax, sales tax, duty of customs, duty of excise, value added tax, cess, goods and service tax with effect from July 1, 2017 and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, goods and service tax , sales-tax, value added tax and duty of customs which have not been deposited on account of any dispute. The particulars of dues of service tax and duty of excise and as at March 31, 2018 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount under dispute not yet deposited * (INR in lakh)	Period to which the amount relates	Forum where the dispute is pending
Central Excise Act, 1994	Excise Duty and Penalty thereon	42.27 87.56	Excise duty liability for the Financial Years 1999-2000 and February 1995 to April 1999 Excise duty liability for the period April 1998 to June 1999, May 2003 to August 2005	High Court CESTAT
The Finance Act, 1994	Service Tax	821.88	Service tax liability for the Financial Years 2010 - 2012	CESTAT

* Net of amount paid under protest

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government. The Company has not issued any debentures.

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

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

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS Financial Statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

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

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

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

For Price Waterhouse

Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Mehul Desai

Mumbai Partner

Date: May 14, 2018 Membership Number: 103211

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Mar 31, 2017

To,

The Members of Nirlon Limited,

Report on the Financial Statements

We have audited the accompanying Financial Statements of Nirlon Limited (‘the Company’) which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in sub-section (5) of Section 134 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 Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; design, implementation and maintenance of 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 misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under sub-section (10) of section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation 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 accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, of the state of affairs of the Company as at 31st March, 2017, of its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order,

2016 (‘the Order’), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d. In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the Directors, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2017 from being appointed as a Director in terms of sub-section (2) of section 164 of the Act.

f. The Company has adequate internal financial controls system in place and the same are generally operating effectively.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements - Refer note no. 2.26 forming part of Financial Statements.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its Financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. The disclosures are in accordance with books of account maintained by the Company.

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

b. The fixed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification;

c. The title deeds of immovable properties are held in the name of the Company;

ii. The Company does not have any inventory. Thus paragraph 3(ii) of the Order is not applicable to the Company;

iii. The Company has not granted any loans, secured or unsecured, to any companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, sub clauses (a), (b) and (c), are not applicable;

iv. The Company has neither granted any loans or made any investments nor has it given any guarantee or provided security in connection with loan to others;

v. The Company has not accepted any deposits from the public;

vi. In relation to the activity of the Company, the Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013. The Company has made and maintained such accounts and records;

vii. a. The Company is generally regular in depositing

undisputed statutory dues including provident fund, employee’s state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authority;

b. Particulars of disputed dues on account of statutory matters that have not been deposited are disclosed in the Annexure A;

viii. The Company has not defaulted in repayment of loans or borrowing to any financial institution, banks, Government or debenture holders;

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instrument) during the year. Further money raised by way of term loans during the year were applied for the purpose for which they were raised;

x. During the year, no fraud by the Company or on the Company by its officers or employees has been noticed or reported;

xi. The managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013

xii. The Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. The Company has not entered into non-cash transactions with Directors or persons connected with them.

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

for N. M. RAIJI & CO.

Chartered Accountants

Firm Registration No: 108296W

CA. Y. N. THAKKAR

Partner

Mumbai, April 27, 2017 Membership No: 33329

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Mar 31, 2016

To the Members of Nirlon Limited Report on the Financial Statements

We have audited the accompanying Financial Statements of Nirlon Limited (‘the Company’) which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in sub-section (5) of Section 134 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 Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud 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 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 misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made hereunder. We conducted our audit in accordance with the Standards on Auditing specified under sub-section (10) of section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, of the state of affairs of the Company as at 31st

March, 2016, of its profit and its cash flows for the year ended on that

date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (‘the Order''), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d. In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the Directors, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2016 from being appointed as a director in terms of sub-section

(2) of section 164 of the Act.

f. The Company has adequate internal financial control systems in place and the same are generally operating effectively.

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements - Refer note no. 2.26 forming part of Financial Statements.

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

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

i) a) The Company is maintaining proper records showing full

particulars including quantitative details and situation of fixed assets;

b) The fixed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification;

c) The title deeds of immovable properties are held in the name of the Company;

ii) The Company does not have any inventory. Thus paragraph 3(ii) of the Order is not applicable to the Company;

iii) The Company has not granted any loans, secured or unsecured, to any companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, sub clauses (a), (b) and (c), are not applicable;

iv) The Company has neither granted any loans or made any investments nor has it given any guarantee or provided security in connection with loan to others;

v) The Company has not accepted any deposits from the public;

vi) In relation to the activity of the Company, the Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013. The Company has made and maintained such accounts and records;

vii) a) The Company is generally regular in depositing undisputed

statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authority;

b) Particulars of disputed dues on account of statutory matters that have not been deposited are disclosed in the annexure A;

viii) The Company has not defaulted in repayment of loans or borrowing to any financial institution, banks, Government or debenture holders;

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Further money raised by way of term loans during the year were applied for the purpose for which they were raised;

x) During the year, no fraud by the company or on the Company by its officers or employees has been noticed or reported;

xi) The Board of Directors of the Company has reappointed the Executive Director - Mr. Rahul Sagar with effect from 01.02.2016 for a period of 5 years which is subject to approval of the shareholders. Consequentially the Remuneration and Performance Bonus of '' 38.61 Lakh for the period 01.02.2016 to 31.03.2016 is subject to approval of his reappointment by the shareholders.

Subject to the above, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013

xii) The Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) The Company has not entered into non-cash transactions with Directors or persons connected with them.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

for N. M. RAIJI & CO.

Chartered Accountants

Firm Regn. No:108296W

CA. Y. N. THAKKAR

Partner

Place : Mumbai

Date : 28.04.2016 Membership No:33329

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Mar 31, 2015

We have audited the accompanying Financial Statements of Nirlon Limited ('the Company') which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in sub-section (5) of Section 134 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable, and prudent and design, implementation and maintenance of 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 mis-statements, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under sub-section (10) of Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the Financial Statements are free from material mis-statement.

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 mis-statement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the Auditor considers internal financial control relevant to the Company's preparation of the Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the effectiveness of such controls. An audit also includes evaluating the appropriateness of Accounting Policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, of its Profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2015 ('the Order'), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements - Refer note no. 2.26 forming part of Financial Statements.

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

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE

(Referred to in paragraph under 'Report on Other Legal and Regulatory Requirements' section of our Report)

i) a) The Company is maintaining proper records

showing full particulars including quantitative details and situation of fixed assets; b) The fixed assets of the Company have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed on such verification;

ii) The Company does not have any inventory. Accordingly, sub-clauses (a), (b) and (c) are not applicable;

iii) The Company has not granted any loans, secured or unsecured, to any companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, sub-clauses (a) and (b), are not applicable;

iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services. No major weaknesses were observed in the aforesaid internal control system;

v) The Company has not accepted any deposits from the public;

vi) In relation to maintenance of cost records, the Company is in the process of making accounts and records as specified under sub-section (1) of Section 148 of the Act;

vii) a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authority except for property tax. Amount of property tax outstanding as at the date of Balance Sheet for a period of more than six months from the date they became payable is Rs. 14.83 lac;

b) Particulars of disputed dues on account of statutory matters that have not been deposited are disclosed in the Annexure A;

c) There are no amounts which are required to be transferred by the Company, to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under;

viii) The Company does not have any 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) The Company has not defaulted in repayment of dues to any financial institutions, banks, or debenture holders;

x) The Company has not given any guarantees for loans taken by others from banks or financial institutions;

xi) The term loans availed by the Company during the year, were applied for the purpose for which they were obtained;

xii) During the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

for N. M. RAIJI & CO. Chartered Accountants Firm Regn. No:108296W

CA. Y. N. THAKKAR Partner Mumbai, May 7, 2015 Membership No:33329

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Mar 31, 2014

We have audited the accompanying Financial Statements of Nirlon Limited (''the Company'') which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The 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 controls relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the Auditor''s 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 the Management, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles Generally Accepted in India:

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2014;

(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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

ANNEXURE TO THE AUDITOR''S REPORT OF EVEN DATE

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation offixed assets;

b) The fixed assets of the Company have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed on such verification;

c) During the year, the Company has not disposed of a substantial part of its fixed assets;

ii) The Company does not have any inventory. Accordingly sub-clauses (a), (b) & (c) are not applicable;

iii) a) The Company has not granted any loans, secured or unsecured, to any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses

(b), (c) and (d), are not applicable; b) The Company has not taken any loans, secured or unsecured, from any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses (f) and (g), are not applicable;

iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services. No major weaknesses were observed in the aforesaid internal control system;

v) The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section. Further transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable.

vi) The Company has not accepted any deposits from the public during the year;

vii) The Company has an internal audit system conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with the size and nature of its business;

viii) The provision of clause (d) of sub-section (1) of section 209 of the Companies Act for the maintenance of cost records prescribed by the Central Government is not applicable to the Company.

ix) a) The Company is generally regular in depositing undisputed statutory dues of the Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income tax, Sales tax, Service tax, Custom duty, Cess and any other statutory dues with the appropriate authority except for Property Tax. The amount of Property Tax outstanding as at the date of Balance Sheet for more than six months from the date it became payable is Rs. 88.72 Lac.

b) Particulars of disputed dues on account of statutory matters that have not been deposited are disclosed in Annexure A;

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

xi) The Company has not defaulted in repayment of dues to any banks, 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;

xiii) The Company is not a chit fund or a nidhi/mutual benefit fund/society;

xiv) The Company is not a dealer or trader in shares, securities, debentures and other investments;

xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions;

xvi) The term loans availed by the Company during the year, were applied for the purpose for which they were obtained;

xvii) No funds raised on a short term basis have been used for long term investments.

xviii) During the year, the Company has made a preferential allotment of shares to parties covered in the Register maintained under section 301 of the Act. The price at which the shares have been issued is not prejudicial to the interest of the Company

xix) The Company has not issued any secured debentures during the period covered by our report;

xx) The Company has not raised any money by public issue during the year;

xxi) During the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

Annexure - A

Statement forming part of Audit Report - clause ix (b) (Details of Statutory dues that have not been deposited on account of disputes)

Name of the Statue Nature of Dues Rs. in lac

Central Excise Act, 1944 Excise Duty and Penalty thereon 689.43

Excise Duty and Penalty thereon 321.00

Excise Duty and Penalty thereon 23.05

Total ~ 1,033.48

Finance Act,1994 Service Tax and Penalty thereon 2,012.19

Income Tax Act ,1961 Penalty 55.33

Maharashtra Value Vat, Interest and Penalty thereon 35.45 Added Tax Act,2002

Name of the Statue Forum where dispute is pending

Central Excise Act, 1944 Supreme Court of India

CESTAT

Commissioner of Central Excise (Appeals)

Finance Act,1994 CESTAT

Income Tax Act ,1961 Commissioner of Income Tax (Appeals)

Maharashtra Value Asst. Commissioner of Sales Tax Added Tax Act,2002

for N. M. RAIJI & CO. Chartered Accountants Firm Regn. No:108296W

CA. Y. N. THAKKAR Partner Mumbai, May 27, 2014 Membership No:33329

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of Nirlon Limited (''the Company'') which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The 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 controls relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the Auditor''s 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 controls relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

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

Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles Generally Accepted in India:

(i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2013;

(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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets;

b) the fixed assets of the Company have been physically verified by the Management at reasonable intervals. No material discrepancies were noticed on such verification;

c) During the year, the Company has not disposed of a substantial part of its fixed assets;

ii) The Company does not have any inventory. Accordingly, sub- clauses (a), (b) and (c) are not applicable;

iii) a) The Company has not granted any loans, secured or unsecured, to any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses (b), (c) and (d) are not applicable;

b) The Company has not taken any loans, secured or unsecured, from any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub clauses (f) and (g), are not applicable;

iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services. No major weaknesses were observed in the aforesaid internal control system;

v) There are no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956;

vi) The Company has not accepted any deposits from the public during the year;

vii) The Company has an internal audit system conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with the size and nature of its business;

viii) The provision of clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the maintenance of cost records prescribed by the Central Government is not applicable to the Company;

ix) a) The Company is generally regular in depositing undisputed statutory dues of the Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Service tax, Custom duty, Cess and any other statutory dues with the appropriate authority except for Property Tax. The amount of Property Tax outstanding as at the date of Balance Sheet for more than six months from the date it became payable is Rs. 99.73 lacs;

b) Particulars of disputed dues on account of statutory matters that have not been deposited are disclosed in the Annexure A;

x) The accumulated losses at the end of the Financial Year are less than fifty percent of its net worth. The Company has not incurred cash losses in the Financial Year ended on 31st March 2013, and in the immediately preceding Financial Year;

xi) The Company has not defaulted in repayment of dues to any banks, 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;

xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society;

xiv) The Company is not a dealer or trader in shares, securities, debentures and other investments;

xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions;

xvi) The term loans availed by the Company during the year, were applied for the purpose for which they were obtained;

xvii) No funds raised on a short term basis have been used for long term investments;

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 Companies Act, 1956;

xix) The Company has not issued any secured debentures during the period covered by our Report;

xx) The Company has not raised any money by public issue during the year;

xxi) During the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

for N.M. RAIJI & CO.

Chartered Accountants

Firm Registration No.108296W

Mumbai, May 30, 2013 CA.Y.N. THAKKAR

Partner

Membership No.33329

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Mar 31, 2012

1) We have audited the attached Balance Sheet of NIRLON LIMITED ("the Company") as at 31st March, 2012, the Profit and Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2) We have conducted our audit in accordance with auditing standards generally accepted in India. 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 the Management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 as amended from time to time and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

I. We have obtained all the information and 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 such books;

III. The Balance Sheet, the Profit and 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 and Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable,

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

VI. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit and Loss Account read together with 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:

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

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

(3) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Referred to in paragraph (3) of our Report of even date.

i) a) The Company is in the process of updating the records

showing full particulars including quantitative details and situation of fixed assets;

b) All the fixed assets of the Company have not been physically verified by the Management during the year. The Company has a phased program for verification of fixed assets designed to cover all the assets over a period of time, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. In view of what is stated in (a) above, we are unable to comment on the discrepancies, if any;

c) During the year, the Company has not disposed of a substantial part of its fixed assets;

ii) a) The inventories in possession of the Company during

the year have been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable;

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, on the basis of our examination of records of inventory, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification;

iii) a) The Company has not granted any loans, secured or

unsecured, to any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub clauses (b), (c) and (d), are not applicable;

e) The Company has not taken any loans, secured or unsecured, from any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub clauses (f) and (g), are not applicable;

iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods and services. No major weaknesses were observed in the aforesaid internal control system;

v) There are no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956;

vi) The Company has not accepted any deposits from the public during the year;

vii) The Company has an internal audit system conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with the size and nature of its business;

viii) The provision of clause (d) of sub-section (1) of section 209 of the Companies Act for the maintenance of cost records prescribed by the Central Government is not applicable to the Company.

ix) a) The Company is generally regular in depositing

undisputed statutory dues of the Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income tax, Sales tax, Excise duty, Service tax, Custom duty, Cess and any other statutory dues with the appropriate authority except for property tax. Amount of property tax outstanding as at the date of Balance Sheet for more than six months from the date it became payable is Rs. 80.55 Lacs.

b) Particulars of disputed dues on account of statutory matters that have not been deposited are disclosed in the annexure A;

x) The accumulated losses at the end of the Financial Year are less than fifty percent of its net worth. The Company has not incurred cash losses in the Financial Year ended on 31st March 2012, and in the immediately preceding financial year;

xi) The Company has not defaulted in repayment of dues to any banks, 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;

xiii) The Company is not a chit fund or a nidhi/mutual benefit fund/society;

xiv) The Company is not a dealer or trader in shares, securities, debentures and other investments. The Company did not hold any shares, securities, debentures and other investments during the year;

xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions;

xvi) The term loans availed by the Company during the year, were applied for the purposes for which they were obtained;

xvii) There are no funds raised on a short term basis which 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 Companies Act, 1956;

xix) The Company has not issued any secured debentures during the period covered by our report;

xx) The Company has not raised any money by public issue during the year;

xxi) During the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

forN.M. RAIJI & CO.

Chartered Accountants Firm Registration No.108296W

Mumbai. May 30, 2012 CA.Y.N. THAKKAR

Partner

Membership No.33329

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Mar 31, 2011

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

2) We have conducted our audit in accordance with auditing standards generally accepted in India. 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 as amended from time to time and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable;

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

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 such books;

III. The Balance Sheet, the Profit and 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 and Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

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

VI. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit and Loss Account read together with 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:

(1) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2011;

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

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

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph (3) of our Report of even date.

i) a) The Company is in the process of updating the records showing full particulars including quantitative details and situation of fixed assets;

b) All the fixed assets of the Company have not been physically verified by the Management during the year. The Company has a phased program for verification of fixed assets designed to cover all the assets over a period of time, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. In view of what is stated in (a) above, we are unable to comment on the discrepancies, if any;

c) During the year, the Company has not disposed of a substantial part of its fixed assets;

ii) a) The inventories in possession of the Company have been physically verified by the Management at the close of the year. In our opinion, the frequency of verification is reasonable;

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, on the basis of our examination of records of inventory, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification;

iii) a) The Company has not granted any loans, secured or unsecured, to any Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses (b), (c) and (d), are not applicable;

b) The Company has not taken any loans, secured or unsecured, from any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses (f) and (g), are not applicable;

iv) There is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods and services. No major weaknesses were observed in the aforesaid internal control system;

v) There are no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956;

vi) The Company has not accepted any deposits from the public during the year;

vii) The Company has an internal audit system conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with the size and nature of its business;

viii) The provision of clause (d) of sub-section (1) of section 209 of the Companies Act for the maintenance of cost records prescribed by the Central Government is not applicable to the Company.

ix) a) The Company is generally regular in depositing undisputed statutory dues of the Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income tax, Sales tax, Excise duty, Service tax, Custom duty, Cess and any other statutory dues with the appropriate authority;

b) Particulars of disputed dues on account of statutory matters that have not been deposited are disclosed in the annexure A;

x) The accumulated losses at the end of the Financial Year are less than fifty percent of its net worth. The Company has not incurred cash losses in the Financial Year ended on 31st March 2011, however it has incurred cash losses in the immediately preceding Financial Year;

xi) The Company has not defaulted in repayment of dues to financial institutions except for certain delays, which are disclosed in the annexure B;

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) The Company is not a chit fund or a nidhi/mutual benefit fund/society;

xiv) The Company is not a dealer or trader in shares, securities, debentures and other investments. The Company does not hold any shares, securities, debentures and other investments during the year;

xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions;

xvi) The term loans availed by the Company during the year, were applied for the purpose for which it was obtained;

xvii) There are no funds raised on a short term basis which 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 Companies Act, 1956;

xix) The Company has not issued any secured debentures during the period covered by our Report;

xx) The Company has not raised any money by public issue during the year;

xxi) During the year, no fraud on or by the Company has been noticed or reported during the course of our audit.



Annexure - A

Statement forming part of the Auditors' Report - Clause ix (b)

(Details of Statutory dues that have not been deposited on account of disputes)

Name of the Statue Nature of Dues Rs. in Lacs Forum where dispute is pending

Central Excise Act, Excise Duty 709.43 Supreme 1944 and Penalty Court of thereon India

Excise Duty and Penalty thereon 289.15 CESTAT (The Company has Excise Duty and obtained stay Penalty thereon orders for Rs.223.49 Lacs)

Bombay Municipal Property Tax 87.03 Bombay High Court Corporation Act Annexure - B

Statement forming part of the Auditors’ Report - Clause xi

(Details of Delay in Repayment of dues to HDFC Limited)

Due Dates Date of Payment Rs. in Lacs No.of Days of Delay

15-Apr-10 19-Apr-10 64.50 4

15-Apr-10 30-Apr-10 22.43 15

15-Apr-10 3-May-10 8.00 18

15-Apr-10 3-May-10 4.06 18

15-May-10 31-May-10 1.66 16

15-May-10 2-Jun-10 23.86 18

15-Jun-10 28-Jul-10 33.63 43

15-Jul-10 16-Jul-10 8.70 1

15-Jul-10 13-Aug-10 33.63 29

15-Aug-10 26-Aug-10 33.64 11

For N. M. RAIJI & CO. Chartered Accountants Registration No.108296W

CA. Y. N. THAKKAR Partner Membership No.33329

Place : Mumbai Date : 25th May, 2011

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of NIRLON LIMITED as at 31st March, 2010, the Profit and Loss Account and also Cash Flow statement of the Company for the period ended on that date annexed thereto. These Financial Statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3) As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 as amended from time to time, and on the basis of such checks of the books and records of the Company as we considered appropriate, and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable;

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

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 such books;

III. The Balance Sheet, the Profit and 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 and Loss Account and the Cash Flow statement comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable,

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

VI. Subject to Note no.19 of Schedule 18, in our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit and Loss Account read together with 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:

(1) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2010;

(2) in the case of the Profit and Loss Account, of the Loss of the Company for the period ended on that date; and

(3) in the case of Cash Flow Statement, of the Cash Flows for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph (1) of our report of even date.

i) a) The Company is in the process of updating the records showing full particulars including quantitative details and situation of fixed assets;

b) (i) All the assets have not been physically verified by the Management during the year, but there is a phased programme for verification of fixed assets designed to cover all assets over a period of time, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets;

(ii) In view of what is stated in (a) above, we are unable to comment on the discrepancies, if any;

c) During the year, the Company has not disposed of a substantial part of its fixed assets;

ii) a) The inventories in possession of the Company have been physically verified by the Management at the close of the year. In our opinion, the frequency of verification is reasonable;

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, on the basis of our examination of records of inventory, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification;

iii) a) The Company has not granted any loans, secured or unsecured, to any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub clauses (b), (c) and (d), are not applicable;

b) The Company has not taken any loans, secured or unsecured, from any companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub clauses (f) and (g), are not applicable;

iv) There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods and services. No major weaknesses were observed in the aforesaid internal control system;

v) In our opinion, there are no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956;

vi) The Company has not accepted any deposits from the public during the year;

vii) The Company has an internal audit system conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with the size and nature of its business;

viii) The provision of clause (d) of sub-section (1) of section 209 of the Companies Act for the maintenance of cost records prescribed by the Central Government is not applicable to the Company.

ix) a) The Company is generally regular in depositing undisputed statutory dues of the Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income tax, Sales tax, Excise duty, Service tax, Custom duty, Cess and any other statutory dues with the appropriate authority;

b) The following are the particulars of disputed dues on account of statutory matters that have not been deposited;

Name of the Nature Amount Forum where dispute is

statute of Dues (Rs. InLacs) Pending

Central Excise Act, Excise 813.73 Supreme Court

1944 duty 223.49 Appellate Authority - Tribunal

65.66 Commissioner of Central Excise (Appeals)

Income Tax Act, Penalty 40.54 Commissioner of Income Tax

1961 (Appeals)

Bombay Municipal Property 1,100.76 Bombay High Court and

Corporation Act, Tax Small Causes Court x) The accumulated losses at the end of the Financial Year are less than fifty percent of its net worth. The Company has incurred cash losses in the Financial Year ended on 31st March 2010. However, it has not incurred cash losses in the immediately preceding financial year;

xi) The Company has not defaulted in repayment of dues to financial institutions and banks except for certain delays, which are disclosed in the annexure attached;

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) The Company is not a chit fund or a nidhi/mutual benefit fund/society;

xiv) The Company is not a dealer or trader in shares, securities, debentures and other investments. The Company does not hold any shares, securities, debentures and other investments during the year;

xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions;

xvi) The term loan availed by the Company during the year, were applied for the purpose for which it was obtained;

xvii) There are no funds raised on a short term basis which 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 Companies Act, 1956;

xix) The Company has not issued any secured debentures during the period covered by our Report;

xx) The Company has not raised any money by public issue during the year;

xxi) During the year, no fraud on or by the Company has been noticed or reported during the course of our audit.



For N.M. RAIJI & CO.

Chartered Accountants

Registration No.108296W



CA.Y.N. THAKKAR

Partner

Membership No.33329

Mumbai,7thJune, 2010