Auditor Report of Oriental Trimex Ltd.

Mar 31, 2018

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying Ind AS financial statements of ORIENTAL TRIMEX LIMITED which comprise the Balance Sheet as at 31st March, 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 ended on that date, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS Financial Statements)

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to preparation of these Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 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 financial internal controls and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the Company’s preparation of the Ind AS financial 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 Ind AS financial statements.

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

BASIS FOR QUALIFIED OPINION

a) The Company has not made adequate provision for Doubtful Receivables since the provision has been made at full value of doubtful receivables in case of certain parties and at nil value in case of other parties, according to management perception. (Refer Note 6.2)

b) The Company has not made adequate provision for Doubtful Advances since the provision has been made at full value of doubtful receivables in case of certain parties and at nil value in case of other parties, according to management perception. (Refer Note 9.1)

OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, it’s profit (financial performance including other comprehensive income), it’s cash flows and changes in equity for the year ended on that date

OTHER MATTER

The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening balance sheet as at 1st April, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by another auditor, whose reports for the years ended 31st March, 2017 and 2016 expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in Annexure - A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, Cash Flow Statement AND Statement of Changes in Equity dealt with in 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, read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable.

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

f) With respect to adequacy of the internal financial controls over financial reporting of the Company and the operating effectivenesss of such controls, we give our separate report in Annexure - B.

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer Note 22 (I) (A).

(ii) The Company has not entered into any long term contracts including derivative contracts, requiring provision under the applicable law or accounting standards, for material foreseeable losses.

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

ANNEXURE - A TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in Paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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

b) We are informed that physical verification of the assets was conducted by the management at reasonable intervals in a phased manner and no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the title deeds of immovable properties of the Company are held in the name of the Company

2 a) We are informed that stocks of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals. b) In our opinion and according to the information and explanations given to us, the discrepancies noticed on physical verification of stocks as compared to book records were not material and the same have been adequately dealt with in the books of account.

3 a) Except for certain advances, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

b) The advances are interest free and receivable on demand. Therefore, there is no question of receipt of principal and interest.

c) There is no overdue amount.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Companies Act, 2013 and are of the opinion that prima facie, the specified accounts and records have been made maintained. We have not, however, made a detailed examination of the same.

7 a) According to the records of the Company, the Company is generally not regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax cess and any other statutory dues, whichever are applicable, with the appropriate authorities.

The extent of the arrears of undisputed outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable

	Year Ended	Year Ended
Nature of Statutory Dues	31.03.2018	31.03.2017
	(Rs. in Lacs)	(Rs. in Lacs)
Provident Fund	17.01	15.32
Employee State Insurance	2.16	2.05
Income Tax	110.72	114.47
Sales Tax	152.11	197.23
Other Dues	6.48	112.79
	288.48	441.86

b) According to the records of the Company, the dues outstanding of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess on account of any dispute, are as follows:

Particulars	Amount	Forum where pending	Deposit
(Rs. in Lacs)		(Rs. in Lacs)
Sales Tax (Tax/Penalty/Interest)
FY: 2006-07	1.29	Commissionerate	0.28
FY: 2009-10	7.10	Commissionerate	1.42
Chennai Concor	2.25	Commissionerate	2.25
FY: 2010-11	9.27	Commissionerate
FY: 2011-12	23.36	Commissionerate
FY: 2011-12	26.43	Commissionerate
FY: 2014-15	1.00	Commissionerate
Rairangpur	0.20	Commissionerate	0.20
	70.90		4.15
TDS (Short Deduction/ Interest/
Penalty for late deposit of TDS)
FY: 2010-11	20.08	CIT(A)
Custom Duty (Tax/ Penalty/
Interest)	6.42	Calcutta High Court	3.78

8 The company has defaulted in repayment of dues to banks and financial institutions as detailed hereunder. Period and amount of continuing default as on the balance sheet date in repayment of loans and interest is stated below.

SECURED SHORT-TERM BORROWINGS	2017-18	2016-17
Loans Repayable on Demand
- From other than banks (ARCIL) (Rs. in Lacs)	590.00	390.00
- Period of Default (months)	9 to 15	3 to 12

9 During the year, there were no moneys raised by way of initial public offer or further public offer and term loans.

10 Based on audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

11 In our opinion, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

12 In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) are not applicable to the Company.

13 According to the information and explanations given to us and based on our examination of the records of the Company, transactions entered into by the Company with the related parties are in compliance with Section 177 of the Act.

During the year, the company has entered into transactions of purchases and sales of goods from/to related parties exceeding 10% of total turnover of the company. The purchase and sale is in the normal course of business of the Company. However, we are unable to comment whether such transactions have been carried out at arm’s length price, considering the quality, time of delivery and other parameters of the goods, being a technical matter. However, the management has certified that all the purchases and sales from/to related parties are at arms length price.

All the details have been disclosed in the financial statements as required by the applicable accounting standards.

14 During the year, the Company has made a preferential allotment of euity shares through conversion of warrants during the year. In our opinion and to the best of our information and according to the explanations given to us by the management, the requirements of section 42 of the Companies Act, 2013 have been complied with and the amounts raised have been used for the purpose for which the funds were raised.

15 In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with the Directors.

16 In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934.

For MEHRA WADHWA & CO.

Chartered Accountants

(FRN : 004749N)

ROHIT WADHWA, F.C.A.

NEW DELHI (Partner)

MAY 30, 2018 Mem. No.: 083100

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Mar 31, 2015

We have audited the accompanying financial statements of ORIENTAL TRIMEX LIMITED which comprise the Balance Sheet as at 31st March, 2015, the statement of Profit and Loss and the Cash Flow statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 adequate financial internal controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal financial control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal financial controls system. 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 qualified audit opinion on the standalone financial statements.

BASIS FOR QUALIFIED OPINION

a) The Company has not provided for interest on Recalled Term Loan from ICICI Bank, in view of counter claim filed in court for excess interest charged by the bank. The liability on account of interest chargeable is not ascertainable in the absence of bank statement. (Refer Note 4.3)

b) The Company has not provided for interest on Recalled Short Term Debt due to ARCIL, in view of restructuring proposal pending with ARCIL. The liability on account of interest chargeable is not ascertainable in the absence of statement of account from ARCIL. (Refer Note 4.4)

c) The Company has not made any provision for depletion in the value of slow moving stocks. The amount of provision has not been ascertained. (Refer Note 8.4)

d) The Company has not made adequate provision for Doubtful Receivables because Allowance for Doubtful Receivables has been made at full value of doubtful receivables in case of certain parties and at nil value in case of other parties, according to management perception. (Refer Note 9.2)

e) The Company has not made adequate provision for Doubtful Advances because Allowance for Doubtful Advances has been made at full value of doubtful receivables in case of certain parties and at nil value in case of other parties, according to management perception. (Refer Note 11.2)

f) The Company has not determined the remaining useful life of assets existing as at 31st March, 2014 as required under Note 7 of Part C to Schedule II of the Act and instead, has charged depreciation on the opening carrying amounts of the assets at the rates calculated on the basis of useful life of assets as specified in Schedule II. Consequential impact on revenue and assets remains indeterminate.

OPINION

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

b) In our opinion, proper books of account as required by law, have been kept by the company so far as appears rom our examination of the books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with in 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 to the extent applicable.

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

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

(ii) The Company has not entered into any long term contracts including derivative contracts, requiring provision under the applicable law or accounting standards, for material foreseeable losses.

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

1. Reporting on maintaining, verifying and disposing off the fixed assets

a) The Company is in the process of updating it's records showing full particulars including quantitative details and situation of its fixed assets.

b) We are informed that physical verification of the assets was conducted by the management at reasonable intervals in a phased manner and no material discrepancies were noticed on such verification.

2. Physical Verification and maintenance of records of Inventories

a) We are informed that stocks of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on physical verification of stocks as compared to book records were not material an and the same have been adequately dealt with in the books of account.

3. Reporting on repayment of loans granted by the Company

a) Except for certain advances, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

b) The advances are receivable on demand. Therefore, there is no question of receipt of principal and interest.

c) There is no overdue amount.

4. Internal control System

In our opinion, the Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not come across any major weakness in internal control procedures.

5. Acceptance of deposits

In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder, with regard to the deposits accepted from the public.

6. Cost Records

We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Companies Act, 2013 and are of the opinion that prima facie, the specified accounts and records have been made maintained. We have not, however, made a detailed examination of the same.

7. Payment of applicable taxes

According to the records of the Company, the Company is generally not regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax cess and any other statutory dues, whichever are applicable, with the appropriate authorities.

The extent of the arrears of undisputed outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable

Nature of Statutory Dues Amount (Rs.) Amount (Rs.) Year Ended Year Ended 31.03.2015 31.03.2014

Provident Fund 2,558,518 1,719,282

Employee State Insurance 269,954 61,881

Income Tax 11,361,968 7,418,283

Sales Tax 20,356,909 24,825,503

Other Dues 15,431,019 6,878,275

49,978,368 40,903,224

b) According to the records of the Company, the dues outstanding of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess on account of any dispute, are as follows:

Particulars Amount (Rs.) Forum where Pending

Sales Tax (Tax/Penalty 110,000 Commissionerate /Interest) 129,250 Commissionerate

111,565 Assessing Officer

2,755,116 Commissionerate

709,946 Commissionerate

225,356 Commissionerate

135,280 Commissionerate

2,336,036 Commissionerate

344,847 Commissionerate

1,512,563 Commissionerate

171.000 Commissionerate

20.000 Commissionerate

8,560,959 Income Tax (Penalty for late deposit of TDS) 1,625,411 Commissionerate

Custom Duty (Tax/Penalty 935,556 CESTAT /Interest) 642.000 High Court

1,577,556

Particulars Deposit

Sales Tax (Tax/Penalty 110,000 /Interest) 28,100

-

-

142,000

225,356

135,280

-

-

-

171,000

20,000

831,736

Income Tax (Penalty for - late deposit of TDS)

Custom Duty (Tax/Penalty /Interest) 378,495

c) As informed to us, there are no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Act.

8. Accumulated losses

a) The Company has incurred cash losses during the financial year and also in the immediately preceding financial year.

b) The accumulated losses at the end of the financial year have exceeded fifty percent of its net worth.

9. Default in repayment of dues

The company has defaulted in repayment of dues to banks and financial institutions as detailed hereunder:

Period and amount of continuing default as on the balance sheet date in repayment of loans and interest.

SECURED LONG-TERM BORROWINGS 31.03.15 31.03.14

a) Term Loans

From Banks 8,037,151 29,021,480

Period of Default 30 to 120 Days 30 to 120 Days

From Banks - 85,562

Period of Default 30 to 150 Days 30 to 150 Days

UNSECURED LONG-TERM BORROWINGS

a) Term Loans

From Banks - -

From Others 5,630,631

Period of Default Above 365 Days

10. Guarantee for loan taken

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

11. Applicability of term loan

In our opinion and according to the information and explanation given to us, the Company has applied the term loans raised during the year for the purpose for which they were obtained.

12. Reporting of fraud

Based on audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

NEW DELHI For RAVISH AGRAWAL & ASSOCIATES MAY 28, 2015 Chartered Accountants FRN 014924N

RAVISH AGRAWAL F.C.A., (Proprietor) CP No. 094700

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Mar 31, 2014

We have audited the accompanying financial statements of ORIENTAL TRIMEX LIMITED which comprise the Balance Sheet as at 31st March, 2014 and the statement of Profit and Loss for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards notified under the Companies Act and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 and

b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date

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

EMPHASIS OF MATTER

We draw attention to Note 8.4 regarding non-provision for slow moving stocks and Note 9.2 regarding insufficient provision for doubtful debts, of the financial statements, as per management. Our opinion is not qualified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

d) In our opinion, the said Balance Sheet and Profit and Loss Account comply with the accounting standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013, to the extent applicable.

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

ANNEXURE TO THE AUDITORS'' REPORT FOR THE YEAR ENDED 31ST MARCH, 2014

1) a) The Company is maintaining records showing full particulars including quantitative details and situation of its fixed assets.

b) We are informed that physical verification of the assets was conducted by the management at reasonable intervals in a phased manner and no material discrepancies were noticed on such verification in respect of updated records.

c) No disposal of a substantial part of fixed assets of the Company has taken place during the year.

2) a) We are informed that stocks of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on physical verification of stocks as compared to book records were not material and the same have been adequately dealt with in the books of account.

3) a) The company has not granted any secured or unsecured loans to parties listed in the register maintained under section 301 of the Companies Act, 1956.

b) The question of interest rate and other terms and conditions being prejudicial does not arise.

c) The question of regularity of receipt of the principal amount and interest does not arise.

d) The question of overdue amount in respect of these loans does not arise.

e) The company has taken unsecured loans from parties listed in the register maintained under section 301 of the Companies Act, 1956 as follows:

Loans Taken YE 31.03.14 YE 31.03.13 (Interest Bearing)

No. of Parties Nil Nil

Amount (Rs. In lacs) Nil Nil

Loans Taken (Interest Free)

No. of Parties 3 2

Amount (Rs. In lacs) 137.67 38.18

f) No other terms and conditions are stipulated.

g) Payment of the principal amount and interest, wherever applicable are regular.

h) The question of interest rate and other terms and conditions being prejudicial does not arise.

4) In our opinion, the Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not come across any major weakness in internal control procedures.

5) a) To the best of our information and according to information and explanation given to us, the contracts and arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there-under, with regard to the deposits accepted from the public.

7) The Company has in-house internal audit arrangement. However, the same does not seem to be adequate and should be assigned to a separate outside agency.

8) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, related to the manufacture of marble slabs and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9) a) According to the records of the Company, the Company is generally not regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Custom Duty, Excise Duty, cess and other statutory dues, whichever are applicable, with the appropriate authorities.

The extent of the arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

Nature of Amount (Rs.) Amount (Rs.) Statutory Dues YEAR ENDED YEAR ENDED 31.03.2014 31.03.2013

A PROVIDENT FUND 17,19,282 26,46,673

B ESIC PAYABLE 61,881 1,27,432

C INCOME TAX 74,18,283 70,38,617

D SALES TAX PAYABLE 2,48,25,503 1,79,14,820

E OTHER STATUTORY DUES 68,78,275 1,18,73,831

TOTAL 4,09,03,223 3,96,01,373

b) As informed to us, except for the dues stated hereunder, there are no other disputed dues of sales tax, income tax, custom duty, wealth tax, excise duty or cess lying un-deposited as at the year end:

Particulars Amount (Rs.) Forum where pending

CST/VAT 1,10,000 Commissioner Appeals, Bangalore

CST/VAT 1,29,250 Deputy Commissioner Appeals, New Delhi CST/VAT 1,11,565 DVATO, Delhi

CST/VAT 27,55,116 Deputy Commissioner Appeals, Noida.

CST/VAT 7,09,946 Deputy Commissioner Appeals, New Delhi.

CST/VAT 2,25,356 Asstt. Comm. Tax Officer, Chennai

CST/VAT 1,35,280 Asstt. Comm. Tax Officer, Chennai

CST/VAT 34,47,999 Deputy Commissioner Appeals, Noida.

CST/VAT 3,44,847 Deputy Commissioner Appeals, Noida.

CST/VAT 11,76,954 Deputy Commissioner Appeals, Noida.

Custom Duty 9,35,556 CESTAT, Chennai

Custom Duty 6,42,000 High Court, Kolkata

10) The Company has incurred cash losses during the financial year. However, accumulated losses at the end of the financial year are less than fifty percent of its net worth. The Company had not incurred any cash loss in the immediately preceding financial year.

11) The Company has defaulted in repayment of dues to banks and financial institution as detailed hereunder:

Period and amount of continuing default as on the balance sheet date in repayment of loans and interest.

SECURED LONG-TERM BORROWINGS 31.03.14 (Rs.) 31.03.13 (Rs.)

a) Term Loans

From Banks 29,021,480 8,968,356

Period of Default 30 to 120 Days 30 to 150 Days

From Others 85,562 -

30 to 150 Days

UNSECURED LONG-TERM BORROWINGS

a) Term Loans

From Banks - - From Others 5,630,631 6,145,456

Period of Default Above 365 Days 30 to 210 Days

SECURED SHORT-TERM BORROWINGS 31.03.14 (Rs.) 31.03.13 (Rs.)

Loans Repayable on Demand

Working Capital Loans - 22,175,638

Period of Default 30 to 60 Days

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

13) The provisions of any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies are not applicable to the Company.

14) The Company is not dealing in or trading in shares, securities, debentures or other investments. Hence, paragraph 4(xiv) does not call for comments.

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

16) In our opinion and according to the information and explanation given to us, the Company has applied the term loans raised during the year for the purpose for which they were obtained.

17) According to the records examined by us and on the basis of information and explanation given to us, on an overall basis, funds raised on short term basis, prima facie, have not been used for long term purposes during the year and vice versa.

18) The Company has not issued and allotted any preferential shares during the year.

19) The Company does not have any debentures. Hence, the question of creation of securities for debentures does not arise.

20) The Company has not made any public issue during the year.

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Ravish Agrawal & Associates Chartered Accountants

RAVISH AGRAWAL F.C.A., Place: New Delhi (Proprietor) Date: May 26, 2014 MEMBERSHIP No. 094700 FRN 014924N

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Mar 31, 2012

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

2) We 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signifi- cant 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 sub-section (4A) of section 227(4A) of the Companies Act, 1956, and on the basis of information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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 the books;

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

d) In our opinion, the said Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes forming part of accounts and documents annexed thereto, give the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012

ii) in the case of the Statement of Profit & 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.

ANNEXURE TO THE AUDITORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 2012

1) a) The Company is maintaining records showing full particulars including quantitative details and situation of its fixed assets.

b) We are informed that physical verification of the assets was conducted by the management at reasonable intervals in a phased manner and no material discrepancies were noticed on such verification in respect of updated records.

c) No disposal of a substantial part of fixed assets of the Company has taken place during the year.

2) a) We are informed that stocks of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on physical verification of stocks as compared to book records were not material and the same have been adequately dealt with in the books of account.

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

b) The Company has not granted any other loans or advances in the nature of loans to any party.

4) In our opinion, the Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not come across any major weakness in internal control procedures.

5) a) To the best of our information and according to information and explanation given to us, the contracts and arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there-under, with regard to the deposits accepted from the public.

7) In our opinion, the Company's internal audit system was commensurate with its size and nature of its business upto December 2011, till the date of resignation of internal auditors. After that the management has initiated efforts to appoint new internal auditors. However, till date new internal auditors have not been appointed.

8) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, related to the manufacture of marble slabs and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

9) a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Custom Duty, Excise Duty, cess and any other statutory dues, whichever are applicable, with the appropriate authorities.

The extent of the arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

Nature of Statutory Dues Amount (Rs)

A PROVIDENT FUND 1,267,257

B INCOME TAX 8,688,320

C SALES TAX PAYABLE 6,692,787

D WCT 695,139

E SERVICE TAX PAYABLE 1,132,856

F LABOUR CESS 139,454

G PROPERTY TAX 168,017

TOTAL 18,783,830

b) As informed to us, except for the dues stated hereunder, there are no other disputed dues of sales tax, income tax, custom duty, wealth tax, excise duty or cess lying un-deposited as at the year end:

Particulars Amount Forum where pending (Rs.)

CST/VAT 1,10,000 Commissioner Appeals, Bangalore

CST/VAT 1,29250 Deputy Commissioner Appeals, New Delhi

CST/VAT 1,11,565 DVATO, Delhi

CST/VAT 27,55,116 Deputy Commissioner Appeals, Noida.

CST/VAT 7,09,946 Deputy Commissioner-Appeals, New Delhi.

CST/VAT 2,25,356 Asstt. Comm. Tax Officer, Chennai

Custom Duty 9,35,556 CESTAT, Chennai

10) The Company has no accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11) The Company has defaulted in repayment of dues to banks and financial institution as detailed hereunder: Period and amount of continuing default as on the balance sheet date in repayment of loans and interest.

SECURED LONG-TERM BORROWINGS 31.03.12 (Rs.) 31.03.11 (Rs.)

a) Term Loans

From Banks 6,860,681 2,949,904

Period of Default 60 to 75 Days 15 to 60 Days

From Others

UNSECURED LONG-TERM BORROWINGS

a) Term Loans

From Banks - -

From Others 924,983 -

Period of Default 31 Days

SECURED SHORT-TERM BORROWINGS 31.03.12 (Rs.) 31.03.11 (Rs.)

Loans Repayable on Demand

From Banks

Working Capital Loans 9,945,329 -

Period of Default 45 to 60 Days

No debentures have been issued by the Company.

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

13) The provisions of any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies are not applicable to the Company.

14) The Company is not dealing in or trading in shares, securities, debentures or other investments. Hence, paragraph 4(xiv) does not call for comments.

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

16) In our opinion and according to the information and explanation given to us, the Company has applied the term loans raised during the year for the purpose for which they were obtained.

17) According to the records examined by us and on the basis of information and explanation given to us, on an overall basis, funds raised on short term basis, prima facie, have not been used for long term purposes during the year and vice versa.

18) The Company has not issued and allotted any preferential shares during the year.

19) The Company does not have any debentures. Hence, the question of creation of securities for debentures does not arise.

20) The Company has disclosed the end use of money raised by public issue and the same has been verified.

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.



For Ravish Agrawal & Associates Chartered Accountants. Sd/- RAVISH AGRAWAL F.C.A., (Proprietor) MEMBERSHIP No. 094700

Place: New Delhi Date : May 30, 2012

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Mar 31, 2010

1) We have audited the Balance Sheet of Oriental Trimex Limited as at 31st March, 2010 and the Profit and Loss Account for the period ended on that date annexed thereto and the Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to ex- press 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 sub-section (4A) of section 227(4A) of the Companies Act, 1956, and on the basis of information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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 the books;

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

d) In our opinion, the said Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes forming part of accounts and documents annexed thereto, give the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010

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

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

ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2010

1) a) The Company is maintaining records showing full particulars including quantitative details and situation of its fixed assets.

b) We are informed that physical verification of the assets was conducted by the management at reasonable intervals in a phased manner and no material discrepancies were noticed on such verification in respect of updated records.

c) No disposal of a substantial part of fixed assets of the Company has taken place during the year.

2) a) We are informed that stocks of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on physical verification of stocks as compared to book records were not material and the same have been adequately dealt with in the books of account.

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

b) The Company has not granted any other loans or advances in the nature of loans to any party.

4) In our opinion, the Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not come across any major weakness in internal control procedures.

5) a) To the best of our information and according to information and explanation given to us, the contracts and arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there-under, with regard to the deposits accepted from the public.

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

8) As informed to us, the company is not required to maintain cost records under section 209(1)(d) of the Companies Act, 1956.

9) a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory

dues including Provident fund, Investor Education and Protection Fund, Employees State Insurance, Income- tax, Sales-tax, Wealth-tax, Custom Duty, Excise Duty, cess and any other statutory dues, whichever are appli- cable, with the appropriate authorities.

b) As informed to us, except for the dues stated hereunder, there are no other disputed dues of sales tax, income tax, custom duty, wealth tax, excise duty or cess lying un-deposited as at the year end:

Particulars Amount Forum where pending (Rs Lacs)

CST/VAT 56.54 Allahabad High Court

CST/VAT 9.34 Deputy Commissioner Noida

CST/VAT 1.10 Commissioner Appeals, Bangalore

CST/VAT 1.29 Deputy Commissioner Appeals, New Delhi Custom Duty 9.36 CESTAT, Chennai

10) The Company has no accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11) The Company has not defaulted in repayment of dues to any financial institution or bank. No debentures have been issued by the Company.

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

13) The provisions of any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies are not applicable to the Company.

14) The Company is not dealing in or trading in shares, securities, debentures or other investments. Hence, paragraph 4(xiv) does not call for comments.

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

16) In our opinion and according to the information and explanation given to us, the Company has applied the term loans raised during the year for the purpose for which they were obtained.

17) According to the records examined by us and on the basis of information and explanation given to us, on an overall basis, funds raised on short term basis, prima facie, have not been used for long term purposes during the year and vice versa.

18) The Company has not issued and allotted any preferential shares during the year.

19) The Company does not have any debentures. Hence, the question of creation of securities for debentures does not arise.

20) The Company has disclosed the end use of money raised by public issue and the same has been verified.

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For MEHRA WADHWA & CO. Chartered Accountants. Sd/- RAKESH MEHRA,F.C.A., (Partner) MEMBERSHIP. No. 83784

Place: New Delhi Date : May 31, 2010