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Auditor Report of Rollatainers Ltd.

Jun 30, 2015

We have audited the accompanying financial statements of Rollatainers Limited ('the Company'), which comprise the Balance Sheet as at 30th June 2015, the statement of Profit and Loss and the Cash Flow statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The company's board of directors is responsible for the matters specified in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the 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 the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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 auditors' 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, 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 operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company's directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

i. In the case of the Balance Sheet, of the State of affairs of the Company as at 30th June 2015;

ii. In the case of the Statement of Profit and Loss Account, of the Profit of the company for the year ende 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, 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 annexure-1 , a statement on the matters specified in paragraph 3 & 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 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 Profit and Loss Statement, and the 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 the written representations received from the directors as on June 30, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2015, from being appointed as a director in terms of Section 164 (2) of the Act; and

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 28 to the financial statements;

ii. The company did not have any long-term contract including derivatives contract, which require the company, under applicable laws and accounting standards, to make a provision for any material foreseeable losses; and

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

Annexure 1 referred to under paragraph 1 of the Report on Other Legal and Regulatory Requirements of the Auditors' Report

Re: Rollatainers Limited ('the Company')

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

b) As explained to us, major fixed assets have been physically verified & reconciled at such intervals, as considered appropriate by the Management and no material discrepancy has been observed. In our opinion, the frequency of physical verification of such assets is reasonable having regard to the size of the company and nature of its fixed assets. In case of other assets, we have been explained that the management intends to carry out a thorough physical verification & reconciliation thereof and to determine the impaired assets, if any.

The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) a) We have been explained that the inventory has been physically verified by the management at regular intervals during the year. In our opinion, the frequency of physical verification is reasonable.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3 (iii) (a) and (b) of the Order are not applicable to the company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business, with regard to the purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) Since the company has not accepted any deposit from public, the provisions of section 73 to 76 and the rules framed there under with regard to filing of statutory returns as required under these provisions and the relevant rules are not applicable to the company.

(vi) We have broadly reviewed the cost records maintained by the company and report that the directions specified by the Central Government under sub-section (1) of section 148 of the Companies Act, with regard to maintenance of cost records have been complied with.

(vii) (a) The company, during the year under review, has been regular in depositing undisputed statutory dues including provident fund, income tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to information and explanations given to us and as per our verification of records of the company, the company has some dues that have not been deposited on account of dispute, the details of which are given here under:

Name of Statute Nature of Amount Period to Forum where the Dues (Rs. In lacs) which amount dispute relates pending

Central Sales Tax Act, 1957 Sales Tax 40.88 2010-11 Excise & Taxation Officer

Central Excise Tax Act, 1944 Excise Duty & 8.13 2013, 20214 Commissioner Service Tax Central Excise

Total 49.01

(c) As per the information and explanations given to us and based on the records of the company produced to us, the company does not have any amount that is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Act and the rules made there under

(viii) Company has accumulated losses as on 30th June 2015, which are not more than fifty percent of its net worth. The company, however, has not incurred cash losses during the current Year as well as in the immediately preceding year.

(ix) According to the information and explanations given to us and as per our verification of the records of the company, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(x) According to the information and explanations given to us, the company has not given corporate guarantee for the loans availed by others from banks and financial institutions.

(xi) According to the information and explanations given to us, the company has not availed any term Loans from banks / financial institutions.

(xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Manoj Mohan & Associates

Chartered Accountants

Firm Regn No. 009195C

Sd/-

M. K. Aggarwal

Place : New Delhi (Partner)

Dated : 27th August 2015 Membership No. - 76980


Jun 30, 2014

We have audited the accompanying financial statements of Rollatainers Limited (''the Company''), which comprise the Balance Sheet as at 30th June 2014, the statement of Profit and Loss and the Cash Flow statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

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 Section 211(3C) of the Companies Act, 1956 ("the Act'') read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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 the 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 Company''s internal control. An audit also includes evaluating the appropriateness of the 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:

i. In the case of the Balance Sheet, of the State of affairs of the Company as at 30th June 2014;

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

iii. In the case of the cash flow statement, of the cash flows 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, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the order.

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

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

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

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

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

(e) On the basis of written representations received from the directors as on 30th June 2014, taken on record by the board or Directors, none of the directors is disqualified as on 30th June 2014 from being appointed as a director in terms of clause Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Legal and Regulatory Requirements'' section of our report of even date)

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

b) As explained to us, major fixed assets have been physically verified & reconciled at such intervals, as considered appropriate by the Management and no material discrepancy has been observed. In our opinion, the frequency of physical verification of such assets is reasonable having regard to the size of the company and nature of its fixed assets. In case of other assets, we have been explained that the management intends to carry out a thorough physical verification & reconciliation thereof and to determine the impaired assets, if any.

The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) a) We have been explained that the inventory has been physically verified by the management at regular intervals during the year. In our opinion, the frequency of physical verification is reasonable.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, provisions of clauses 4 (iii) (b), (c), (d), (e) and (f) of the Companies (Auditor''s Report) Order 2003 (as amended) are not applicable to the Company.

(iv) On the basis of our evaluation of internal control system and according to the information and explanation given to us, having regard to the explanation that some of the item purchased are of a standard product and alternative source do not exist for obtaining quotations thereof, or items subject to Government price control where no comparison is possible, it appears that there are reasonable internal control procedures commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) a) As per information and explanations given to us, all the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in to the register maintained under that section are being so entered. b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company, during the year under report, has not accepted any deposits from the public under Section 58A and 58AA of the Companies Act, 1956.

(vii) In our opinion the company has a proper and effective internal audit system commensurating with the size and the nature of its business.

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

(ix) a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess and other Statutory Dues with the appropriate authorities. The outstanding statutory dues as at the last day of financial period concerned for a period of more than six months from the date they became payable are given below:

Nature of Dues Amount Period to Due Date (Rs. In lacs) which amount relates

Employee Providend Pension fund 2.50 March-2012 Over Due Fund Act 1952

b) The details of Sales tax, Income tax, Customs duty, Wealth tax, Service tax, Excise duty, Cess, which have not been deposited on account of dispute are given here under:

Name of Statute Nature of Amount the Dues (Rs. In lacs)

Delhi Sales Tax Act, 1975 Sales Tax 23.81

Delhi Sales Tax Act, 1975 Sales Tax 0.72

Central Sales Tax Act, 1957 Sales Tax 15.57

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

Delhi Sales Tax Act, 1975 1988-89 & 1996-97 Additional Commissioner (Appeals)

Delhi Sales Tax Act, 1975 2000-01 Sales Tax Officer, Delhi

Central Sales Tax Act, 1957 2010-11 Excise & Taxation Officer



Name of Statute Nature of Amount the Dues (Rs. In lacs)

Central Excise Tax Act, 1944 Excise Duty 33.74

Total 73.84

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

Central Excise Tax Act, 1944 Commissioner

(x) Company has accumulated losses as at 30th June 2014, which are not more than fifty percent of its net worth.

The company, however, has not incurred cash losses during the current Year as well as in the immediately preceding year.

(xi) The company is not availing any loan from financial institution, banks, or debenture-holders. Accordingly, paragraph 4(xi) of the order is not applicable.

(xii) According to the information and explanation given to us, the company has not granted any loans 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. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

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

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

(xvi) To the best of our information and the explanations given to us and as per records verified by us, the company has neither received any term loan during the year under report nor has any unutilised term loan at the beginning of the current financial year. Hence, this clause is not applicable to the company.

(xvii) According to the information and explanations given to us and on an overall examination of the Financial Statements of the company, we report that the company has not availed any short term loan and therefore using the same for long term investment does not arise.

(xviii) According to the information and explanations given to us, the company, during the year under report, has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any Secured Debentures during the year.

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

(xxi) 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, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Manoj Mohan & Associates

Chartered Accountants

Firm Regn No. 0091913

Sd/-

M. K. Aggarwal

Place : New Delhi (Partner)

Dated : 28th August 2014 Membership No.- 76980


Jun 30, 2013

We have audited the attached Balance Sheet of Rollatainers Limited (''the Company'') as at 30th June 2013 and the statement of Profit and Loss Account and Cash Flow of the Company for the Nine Month 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.

We have conducted our audit in accordance with auditing standards generally accepted in India (Indian GAAP). 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.

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

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

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

(b) In our opinion, proper books of accounts 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 & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

(e) On the basis of written representations received from the directors, we report that none of the directors is disqualified as on 30th June 2013 from being appointed as director in terms of clause (g) of sub- section (1) Section 274 of Companies Act 1956.

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

i. In case of Balance Sheet, of the State of affairs of the Company as at 30th June 2013;

ii. In case of Statement of Profit and Loss Account, of the Profit of the Company for the Nine Month period ended on that date; and

iii. In the case of cash flow statement, of the cash flows for the Nine Month period ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

(As referred to in paragraph 1 of our report to The Members of ROLLATAINERS LIMITED on the accounts for the Nine Month period ended 30th June 2013)

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

b) As explained to us, major fixed assets have been physically verified & reconciled at such intervals, as considered appropriate by the Management and no material discrepancy has been observed. In our opinion, the frequency of physical verification of such assets is reasonable having regard to the size of the Company and nature of its fixed assets. In case of other assets, we have been explained that the management intends to carry out a thorough physical verification & reconciliation thereof and to determine the impaired assets, if any.

The fixed assets disposed off during the period, in our opinion, do not constitute a substantial part of the fixed assets of the Company.

(ii) a) We have been explained that the inventory has been physically verified by the management at regular intervals during the period. In our opinion, the frequency of physical verification is reasonable.

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

c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, provisions of clauses 4 (iii) (b), (c), (d), (e) and (f) of the Companies (Auditor''s Report) Order 2003 (as amended) are not applicable to the Company.

(iv) On the basis of our evaluation of internal control system and according to the information and explanation given to us, having regard to the explanation that some of the item purchased are of a standard product and alternative source do not exist for obtaining quotations thereof, or items subject to Government price control where no comparison is possible, it appears that there are reasonable internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) a) As per information and explanations given to us, all the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in to the register maintained under that section are being so entered.

b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company, during the period under report, has not accepted any deposits from the public under Section 58A and 58AA of the Companies Act, 1956. However, in respect of outstanding fixed deposits accepted in earlier Years and interest thereon, the Company has been sanctioned re-schedulement by the Hon''ble Company Law Board through its order passed on 24th November 2004 which inter-alia prescribed for repayment of principal in 8 (eight) half yearly installments and payment of interest @ 3.5% per annum from the date of maturity of respective fixed deposit till the actual repayment. The above scheme was effective from 1st January 2005 and the Company is following up the repayment schedule.

(vii) In our opinion the Company has a proper and effective internal audit system commensurating with the size and the nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the period under review.

(ix) a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess and other Statutory Dues with the appropriate authorities. The outstanding statutory dues as at the last day of financial period concerned for a period of more than six months from the date they became payable are given below:

Name of Statute Nature of Dues Amount Year to Due Date (Rs. In lacs) which amount relates

Haryana VAT Act 2003 Sales Tax 2.05 2011-12 Over due

Employee Provided Pension fund 2.50 March-2012 Over Due Fund Act 1952

b) The details of Sales tax, Income tax, Customs duty, Wealth tax, Service tax, Excise duty, Cess, which have not been deposited on account of dispute are given here under:

Name of Statute Nature of Amount Period to Forum where the Dues (Rs. In lacs) which amount dispute relates pending

Delhi Sales Tax Act, 1975 Sales Tax 23.81 1988-89 & 1996-97 Additional Commissioner (Appeals)

Delhi Sales Tax Act, 1975 Sales Tax 0.72 2000-01 Sales Tax Officer, Delhi

Central Sales Tax Act, 1957 Interest 29.02 2008-09 to 2009-10 Excise & Taxation Officer

Central Sales Tax Act, 1957 Excise Duty 70.10 Commissioner Service Tax 6.48 Central Excise

TOTAL 130.13

(x) Company has accumulated losses as on 30th June 2013, which are not more than fifty percent of its net worth.

The Company, however, has not incurred cash losses during the current Period but has incurred cash losses in the immediately preceding year.

(xi) The Company is not availing any loan from financial institution, banks, or debenture-holders. Accordingly, paragraph 4(xi) of the order is not applicable.

(xii) According to the information and explanation given to us, the Company has not granted any loans 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. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

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

(xvi) To the best of our information and the explanations given to us and as per records verified by us, the Company has neither received any term loan during the Period under report nor has any unutilised term loan at the beginning of the current financial Period. Hence, this clause is not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, we report that the Company has not availed any short term loan and therefore using the same for long term investment does not arise.

(xviii) According to the information and explanations given to us, the Company, during the period under report, has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any Secured Debentures during the Period.

(xx) The Company has not raised any money by public issue during the Period under report.

(xxi) 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, we have neither come across any instance of fraud on or by the Company, noticed or reported during the Period, nor have we been informed of such case by the management.

For & On behalf of

Manoj Mohan & Associates

Chartered Accountants

Firm Regn No. 009195C

Place:New Delhi (M. K. Agarwal)

Dated: 29th August 2013 Partner

Membership No. - 76980


Sep 30, 2012

We have audited the attached Balance Sheet of Rollatainers Limited (''the Company'') as at 30th September 2012 and the statement of Profit and Loss Account and Cash Flow of the company 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.

We have conducted our audit in accordance with auditing standards generally accepted in India (Indian GAAP). 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.

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

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

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

(b) In our opinion, proper books of accounts 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 & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

(e) On the basis of written representations received from the directors, we report that none of the directors is disqualified as on 30th September 2012 from being appointed as director in terms of clause (g) of sub-section (1) Section 274 of Companies Act 1956.

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

i. In case of Balance Sheet, of the State of affairs of the Company as at 30th September 2012;

ii. In case of Statement of Profit and Loss Account, of the loss of the company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS'' REPORT

(As referred to in paragraph 1 of our report to The Members of ROLLATAINERS LIMITED on the accounts for the year ended 30th September 2012)

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

b) As explained to us, major fixed assets have been physically verified & reconciled at such intervals, as considered appropriate by the Management and no material discrepancy has been observed. In our opinion, the frequency of physical verification of such assets is reasonable having regard to the size of the company and nature of its fixed assets. In case of other assets, we have been explained that the management intends to carry out a thorough physical verification & reconciliation thereof and to determine the impaired assets, if any.

The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company.

(ii) a) We have been explained that the inventory has been physically verified by the management at regular intervals during the year. In our opinion, the frequency of physical verification is reasonable.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, provisions of clauses 4 (iii) (b), (c), (d), (e) and (f) of the Companies (Auditor''s Report) Order 2003 (as amended) are not applicable to the Company.

(iv) On the basis of our evaluation of internal control system and according to the information and explanation given to us, having regard to the explanation that some of the item purchased are of a standard product and alternative source do not exist for obtaining quotations thereof, or items subject to Government price control where no comparison is possible, it appears that there are reasonable internal control procedures commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) a) As per information and explanations given to us, all the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in to the register maintained under that section are being so entered.

b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company, during the year under report, has not accepted any deposits from the public under Section 58A and 58AA of the Companies Act, 1956. However, in respect of outstanding fixed deposits accepted in earlier Years and interest thereon, the company has been sanctioned re-schedulement by the Hon''ble Company Law Board through its order passed on 24th November 2004 which inter-alia prescribed for repayment of principal in 8 (eight) half yearly installments and payment of interest @ 3.5% per annum from the date of maturity of respective fixed deposit till the actual repayment. The above scheme was effective from 1st January 2005 and the company is following up the repayment schedule.

(vii) In our opinion the company has a proper and effective internal audit system commensurating with the size and the nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the year under review.

(ix) a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess and other Statutory Dues with the appropriate authorities. The outstanding statutory dues as at the last day of financial year concerned for a year of more than six months from the date they became payable are given below:

Name of Statute Nature of Dues Amount Year to Due Date (Rs. In lacs) which amount relates

Haryana VAT Act 2003 Sales Tax 9.70 2010-11 & Over due 2011-12

Employee Providend Pension fund 2.50 March-2012 Over Due Fund Act 1952

b) The details of Sales tax, Income tax, Customs duty, Wealth tax, Service tax, Excise duty, Cess, which have not been deposited on account of dispute are given here under:

Name of Statute Nature of Amount Period to Forum where the Dues (Rs. In lacs) which amount dispute relates pending

Delhi Sales Tax Act, 1975 Sales Tax 23.81 1988-89 & 1996-97 Additional Commissioner (Appeals)

Delhi Sales Tax Act, 1975 Sales Tax 0.72 2000-01 Sales Tax Officer, Delhi

Central Sales Tax Act, 1957 Interest 19.01 1985-86 to 1988-89 Excise & Taxation Officer

Central Sales Tax Act, 1957 Sales Tax 9.12 2005-06 & 2006-07 Excise & Taxation Officer TOTAL 52.66

(x) Due to erosion of entire net worth, the company had been declared sick company in terms of Section 3(1)(o) of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) by the Board for Industrial and Financial Reconstruction (BIFR) on 27th July 2006 and a rehabilitation scheme was approved by Hon''ble BIFR wide its order dt. 15.05.2007. The Net Worth of the company, however, has become positive due to fresh allotment of Preference Share capital amounting to Rs. One Hundred (100) Crores, allotted on 14.08.2012.

The company, however, has incurred cash losses during the current Year as well as in the immediately preceding year.

(xi) The company is not availing any loan from financial institution, banks, or debenture-holders. Accordingly, paragraph 4(xi) of the order is not applicable.

(xii) According to the information and explanation given to us, the company has not granted any loans 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. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

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

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

(xvi) To the best of our information and the explanations given to us and as per records verified by us, the company has neither received any term loan during the Year under report nor has any unutilised term loan at the beginning of the current financial Year. Hence, this clause is not applicable to the company.

(xvii) According to the information and explanations given to us and on an overall examination of the Financial Statements of the company, we report that the company has not availed any short term loan and therefore using the same for long term investment does not arise.

(xviii) According to the information and explanations given to us, the company, during the year under report, has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any Secured Debentures during the Year.

(xx) The Company has not raised any money by public issue during the Year under report.

(xxi) 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, we have neither come across any instance of fraud on or by the Company, noticed or reported during the Year, nor have we been informed of such case by the management.

For & On behalf of

Manoj Mohan & Associates

Chartered Accountants

Firm Regn No. 009195C

Place:New Delhi (M. K. Agarwal)

Dated: 23rd November 2012 Partner

Membership No. - 76980


Sep 30, 2011

We have audited the attached Balance Sheet of Rollatainers Limited as at 30th September 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India(Indian GAAP). 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.

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

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

2. (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 accounts as required by law have been kept by the company so far as appears from our examination of those books.

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

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

(e) On the basis of written representation received from the directors, we report that none of the directors is disqualified as on 30th September 2011 from being appointed as director in terms of clause (g) of sub- section (1) Section 274 of Companies Act 1956.

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

i. In case of Balance Sheet, of the State of affairs of the Company as at 30th September 2011;

ii. In case of Profit and Loss Account, of the loss of the company for the Year ended on that date; and

iii. In the case of cash flow statement, of the cash flows for the Year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

(As referred in paragraph 1 of our report to The Members of ROLLATAINERS LIMITED on the accounts for the Year ended 30th September 2011

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

b) As explained to us, major fixed assets have been physically verified & reconciled at such intervals, as considered appropriate by the Management and no material discrepancy has been observed. In our opinion, the frequency of physical verification of such assets is reasonable having regard to the size of the company and nature of its fixed assets. In case of other assets, we have been explained that the management intends to carry out a thorough physical verification & reconciliation thereof and to determine the impaired assets, if any.

c) In our opinion and as per information and explanations given to us, the company has during the period under report disposed of certain part of its fixed assets which were lying unused being technologically obsolete. However going concern status of the company is not affected.

(ii) a) We have been explained that the inventory has been physically verified by the management at regular intervals during the year. In our opinion and frequency of physical verification is reasonable.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the company has not granted/taken any loans, secure or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, provisions of clauses 4 (iii) (b), (c), (d), (e) and (f) of the Companies (Auditor''s Report) Order 2003 (as amended) are not applicable to the Company.

(iv) On the basis of our evaluation of internal control system and according to the information and explanation given to us, having regard to the explanation that some of the item purchased are of a standard product and alternative source do not exist for obtaining quotations thereof, or items subject to Government price control where no comparison is possible, it appears that there are reasonable internal control procedures commensurate with the size of the company and its nature of business, for the purchase of inventory and fixed assets and for sale of goods and Services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) a) As per information and explanations given to us all the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in to the register maintained under that section are being so entered.

b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits during the period under report from the public under Section 58A and 58AA of the Companies Act, 1956.

(vii) In our opinion the company has a proper and effective internal audit system commensuration with the size and the nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act,1956 for the period under review.

(ix) a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales-tax, Wealth Tax, Service Tax, Excise Duty, cess and other statutory dues with the appropriate authorities. The 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 are given below:

Name of Statute Nature of Dues Amount Period to Due Date (Rs. In lacs) which amount relates

Haryana General Deferred Sales Tax 7.48 2010-11 Over due Sales Tax Act, 1973

b) The details of Sales tax, Income tax, Customs duty, Wealth tax, Service tax, Excise duty, Cess, which have not been deposited on account of dispute are given here under:

Name of Statute Nature of Amount Period to Forum where the Dues (Rs. In lacs) which amount dispute relates pending

Central Excise Act, 1944 Interest/ 1.74 1995-96 & CESTAT Penalty 1999-2000

Delhi Sales Tax Act, 1975 Sales Tax 23.81 1988-89 & 1996-97 Additional Commissioner (Appeals)

Delhi Sales Tax Act, 1975 Sales Tax 0.72 2000-01 Sales Tax Officer, Delhi

Central Sales Tax Act, 1957 Interest 19.01 1985-86 to 1988-89 Excise & Taxation Officer

Central Sales Tax Act, 1957 Sales Tax 9.12 2005-06 & 2006-07, Excise & Taxation Officer

TOTAL 54.40

(x) Due to erosion of entire net worth, the company has already been declared sick company in terms of Section 3(1)(o) of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) by the Board for Industrial and Financial Reconstruction (BIFR) on 27th July 2006 and a rehabilitation scheme has been approved by Hon''ble BIFR wide its order dt. 15.05.2007.

Further, company has incurred cash losses during the current financial year as well as in the immediately preceding financial period.

(xi) The company does not have any outstanding dues to any financial institution, banks, or debenture-holders during the year. Accordingly, paragraph 4(xi) of the order is not applicable.

(xii) According to the information and explanation given to us, the company has not granted any loans 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. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

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

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

(xvi) To the best of our information and explanation given to us and as per records verified by us, the company has neither received any term loan during the year under report nor has any unutilised term loan at the beginning of the current financial year. Hence, this clause is not applicable to the company.

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

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

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any Secured Debentures during the year.

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

(xxi) 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, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Manoj Mohan & Associates

Chartered Accountants

Firm Registration No. 009195C

Sd/-

Place:New Delhi (Manoj Kr. Aggarwal)

Dated: 2nd December 2011 Partner

Membership No. - 76980


Sep 30, 2010

We have audited the attached Balance Sheet of Rollatainers Limited as at 30th September 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Auditing Standards generally accepted in Indian(Indian GAAP). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any 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.

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

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

2. (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 accounts as required by law have been kept by the Company so far as appears from our examination of those books.

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

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

(e) On the basis of written representation received from the directors, we report that none of the directors is disqualified as on 30th September 2010 from being appointed as Director in terms of Clause (g) of Sub- Section (1) of Section 274 of the Companies Act 1956.

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

i. In the case of Balance Sheet, of the State of affairs of the Company as at 30* September 2010;

ii. In the case of Profit and Loss Account, of the loss of the company for the Year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT (As referred in paragraph 1 of our report to the members of ROLLATAINERS LIMITED on the accounts for the Year ended 30* September 2010

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

b) As explained to us, major fixed assets have been physically verified & reconciled at such intervals, as considered appropriate by the management and no material discrepancy has been observed. In our opinion, the frequency of physical verification of such assets is reasonable having regard to the si2e of the Company and nature of its fixed assets. In case of other assets, we have been explained that the Management intends to carry out a thorough physical verification & reconciliation thereof and to determine the impaired assets, if any.

c) The company has not disposed off any substantial part of its fixed assets during the period under report.

(ii) a) We have been explained that the inventory has been physically verified by the management at regular intervals during the year.

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iir) a) According to the information and explanations given to us, the company has not granted loans, secure or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, provisions of clauses 4 (iii) (b), (c) and (d) of the Companies (Auditors Report) Order 2003 (as amended) are not applicable to the Company.

b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, provisions of clauses 4 (iii) (e) to (g) of the Companies (Auditors Report) order, 2003 (as amended) are not applicable to the Company.

(iv) On the basis of our evaluation of internal control system and according to the information and explanation given to us, having regard to the explanation that some of the items purchased are of a standard product and alternative source do not exist for obtaining quotations thereof, or items subject to Government price control where no comparison is possible, it appears that there are reasonable internal control procedures commensurate with the size of the company and its nature of business, for the purchase of inventory and fixed assets and for sale of goods and Services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) a) As per information and explanations given to us all the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in to the register maintained under that section are being so entered.

b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits during the period under report from the public under Section 58A and 58AA of the Companies Act, 1956.

(vii) In our opinion the company has a proper and effective internal audit system commensurating with the size and the nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(l}(d) of the Companies Act, 1956 for the period under review.


Name of Statute Nature of Dues Amount (Rs. In lacs)

Haryana General Deferred Sales Tax 22.00 Sales Tax Act, 1973

Name of Statue Period to Due Date which amount relates

Haryana General Sales Tax Act, 1973 1996-97 to 1997- 98 Over due

b) The details of Sales tax. Income tax, Customs duty, Wealth tax, Service tax, Excise duty. Cess, which have not been deposited on account of dispute are given here under:

Name of Statute Nature of Amount the Dues (Rs. In lacs)

Central Excise Act, 1944 Interest/ 1.74 Penalty

Delhi Sales Tax Act, 1975 Sales Tax 23.81

Delhi Sales Tax Act, 1975 Sales Tax 0.72

Central Sales Tax Act, 1957 Interest 19.01

Central Sales Tax Act, 1957 Sales Tax 52.51

TOTAL 97.79

Name of Statue Period to Forum where which amount dispute relates pending

Central Excise Act, 1944 1995-96 & CESTAT 1999-2000

Delhi Sales Tax Act, 1975 1988-89 & 1996-97 Additional Commissioner (Appeals)

Delhi Sales Tax Act, 1975 2000-01 Sales Tax Officer, Delhi

Central Sales Tax Act, 1957 1985-86 to 1988-89 Excise & Taxation Officer

Central Sales Tax Act, 1957 2005-06 & 2006-07, Excise & Taxation Officer

TOTAL

(x) Due to erosion of entire net worth, the company has already been declared sick Company in terms of Section 3(l)(o) of Sick Industrial Companies (Special Provisions) Act, 1985 (S1CA) by the Board for Industrial and Financial Reconstruction (BIFR) on 27th July 2006 and a rehabilitation scheme has been approved by Honble BIFR wide its order dt. 15.05.2007.

Further, the Company has incurred cash losses during the current financial year as well as in the immediately preceding financial period.

(xi) The Company does not have any outstanding dues to any financial institution, banks, or debenture-holders during the year. Accordingly, paragraph 4(xi) of the order is not applicable.

(xii) According to the information and explanation given to us, the Company has not granted any loans 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. Therefore, the provisions of Clause 4{xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

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

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

(xvi) To the best of our information and explanation given to us and as per records verified by us, the company has neither received any term loan during the year under report nor has any unutilised term loan at the beginning of the current financial year. Hence, this clause is not applicable to the company.

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

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

(xix) The company did not have any outstanding debentures during the year.

(xx) The company has not raised money by public issues during the year under report.

(xxi) 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, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the management.

For Manoj Mohan & Associates Chartered Accountants Firm Registration No. 009195C

Sd/- Place : New Delhi (Manoj Kr. Aggarwal)

Dated : 2nd December 2010 Partner

Membership No. - 76980


Sep 30, 2009

We have audited the attached Balance Sheet of Rollatainers Limited as at 30th September 2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India(Indian GAAP). 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.

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

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

2. (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 accounts as required by law have been kept by the company so far as appears from our examination of those books.

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

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

(e) On the basis of written representation received from the directors, we report that none of the directors is disqualified as on 30th September 2009 from being appointed as director in terms of clause (g) of sub- section (1) Section 274 of Companies Act 1956.

(f) Attention is invited to Note No. B-2 of Schedule 12 regarding non-provision for diminution in the value of investments in two subsidiary companies and towards doubtful recoverability of amount receivable from a erstwhile wholly owned subsidiary company i.e. RT Paper Board Limited in view of the reworked revised restructuring package, fresh investment by strategic investor and proposed sale of surplus assets lying in these companies. Amount unascertained.

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

i. In case of Balance Sheet, of the State of affairs of the Company as at 30th September 2009;

ii. In case of Profit and Loss Account, of the loss of the company for the Year ended on that date; and

iii. In the case of cash flow statement, of the cash flows for the Year ended on that date.

(As referred in paragraph 1 of our report to The Members of ROLLATAINERS LIMITED on the accounts for the Year ended 30th September 2009)

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

b) As explained to us, major fixed assets have been physically verified & reconciled at such intervals, as considered appropriate by the Management and no material discrepancy has been observed. In our opinion, the frequency of physical verification of such assets is reasonable having regard to the size of the company and nature of its fixed assets. In case of other assets, we have been explained that the management intends to carry out a thorough physical verification & reconciliation thereof and to determine the impaired assets, if any.

c) The company has not disposed off any substantial part of its fixed assets during the period under report.

(ii) a) We have been explained that the inventory with the company except those in transit and lying with the outside parties has been physically verified by the management at reasonable intervals during the year.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable in relation to the size of the company and the nature of its business. However, they need to be strengthened further.

(iii) According to the information and explanations given to us, the company has granted/taken loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a) The company has granted loans to one subsidiary amounting to Rs. 3653.68 Lacs, the maximum amount involved during the year was Rs. 3653.68 Lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, where- ever applicable and other terms and conditions are not prima-facie prejudicial to the interest of the company.

c) In our opinion and according to the information and explanations given to us, the loan is interest free and being repayable on demand and is therefore is not overdue.

(iv) On the basis of our evaluation of internal control system and according to the information and explanation given to us, having regard to the explanation that some of the item purchased are of a standard product and alternative source do not exist for obtaining quotations thereof, or items subject to Government price control where no comparison is possible, it appears that there are reasonable internal control procedures commensurate with the size of the company and its nature of business, for the purchase of inventory and fixed assets and for sale of goods and Services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) a) As per information and explanations given to us all the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in to the register maintained under that section are being so entered.

b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits during the period under report from the public under Section 58A and 58AA of the Companies Act, 1956.

In respect of outstanding Fixed Deposits and interest thereon, the company has repaid substantial part of Fixed Deposits in terms of the order dated 24th November 2004 passed by the Honorable Company Law Board.

(vii) In our opinion the company has a proper and effective internal audit system commensurating with the size and the nature of its business.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 for the period under review.

(ix) a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the company is not regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales- tax, Wealth Tax, Service Tax, Excise Duty, cess and other statutory dues except Custom Duty with the appropriate authorities. The 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 are given below:

Name of Statute Nature of Dues Amount (Rs. In lacs)

Haryana General Sales Tax Act, 1973 Deferred Sales Tax 22.00

Period to Due Dates which amount relates

1996-97 to 1997- 98 Over due

b) The details of Sales tax, Income tax, Customs duty, Wealth tax, Service tax, Excise duty, Cess, which have not been deposited on account of dispute are given here under:

Name of Statute Nature of the Dues Amount (Rs. In lacs)

Central Excise Act, 1944 Interest / Penalty 1.74

EPF & MP Act 1952 Interest & Damages 180.81

Delhi Sales Tax Act, 1975 Sales Tax 23.81

Delhi Sales Tax Act, 1975 Sales Tax 0.72

Central Sales Tax Act, 1957 Interest 19.01

Central Sales Tax Act, 1957 Sales Tax 129.00

TOTAL 284.22*

Period to which amount relates Forum where dispute pending

1995-96 & 1999-2000 CESTAT

1998-99 to 2007-08 EPF Appealate tribunal

1988-89 & 1996-97 Additional Commissioner (Appeals)

2000-01 Sales Tax Officer, Delhi

1985-86 to 1988-89 Excise & Taxation Officer

1998-99, 2000-01, 2001-02, 2004-05 Excise & Taxation Officer



(x) Due to erosion of entire net worth, the company has already been declared sick company in terms of Section 3(l)(o) of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) by the Board for Industrial and Financial Reconstruction (BIFR) on 27th July 2006 and a rehabilitation scheme has been approved by Honble BIFR wide its order dt. 15.05.2007.

Further, company has incurred cash losses during the current financial year as well as in the immediately preceding financial period.

(xi) The company has completely paid off all the outstanding dues to Financial Institutions except OIC and UIIC. The Company is in the final stages of negotiation with these two institutions for an One Time Settlement.

(xii) According to the information and explanation given to us, the company has not granted any loans 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. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company.

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

(xv) In our opinion, the terms and conditions of the corporate guarantees given by the company to the financial institutions and others for the loans availed by its one of the subsidiary companies are not prejudicial to the interest of the company.

(xvi) To the best of our information and explanation given to us and as per records verified by us, the company has neither received any term loan during the year under report nor has any unutilised term loan at the beginning of the current financial year. Hence, this clause is not applicable to the company.

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

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

(xix) In respect of privately placed debentures issued in earlier years, securities have been created, as specified in Schedule - 3 of Loan Funds to the Balance Sheet referred in our report.

(xx) The company has not raised money by public issues during the year under report.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Manoj Mohan & Associates

Chartered Accountants

Sd/- Place : Faridabad (Manoj Kr. Aggarwal)

Dated : 3rd December 2009 Partner

Membership No. - 76980

 
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