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Auditor Report of Sahyadri Industries Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To,

The Members of

Sahyadri Industries Limited.

Report on the Ind AS Financial Statements

We have audited the accompanying financial statements of SAHYADRI INDUSTRIES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), statement of changes in Equity, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as Ind AS financial statements).

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in sub-section 5 of Section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance(including other comprehensive income), changes in equity and cash flows 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 the Companies(lndian accounting standards) Rules 2015, as amended from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these 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 underthe provisions of the Act and the Rules made thereunder.

We conducted our audit of Ind AS financial statements in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as 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 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 internal control relevant to the Company''s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2018 and its profit and other comprehensive income, changes in equity and cash flows for the year ended on that date.

Other Matters

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 financial statements, are based on the previously issued statutory financial statements for the year ended 31st March, 2017 and 31st march,2016 prepared in accordance with companies(accounting standard) rules, 2006 (as amended) which were audited by predecessor auditor who expressed an unmodified opinion vide reports dated 20th May, 2017 and 11th May, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the company on transition to the Ind AS have been audited by us.

Ouropinion is notqualified in respect of these matters. 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 Section 143(11) of The Act, we enclose in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of theAct, we reportthat:

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of accou nt.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules 2015, as amended.

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

(f) With respect to the adequacy of the internal controls over financial reporting of the Company and the operating effectiveness of such controls, referto ourseparate report in ''Annexure B''; and

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

1. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements as of March 31,2018;

2. Provision has been made in the Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivatives contracts; and

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

For VI JAY KALERA& ASSOCIATES CHARTEREDACCOUNTANTS FIRM REG. NO. 115160W

PLACE :PUNE
DATE : 30th MAY, 20 18	(CAVIJAYS.KALERA)
	Proprietor
	Membership No. 0491 05

ANNEXURE A TO THE INDEPENDENT AUDITOR''S REPORT

(REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the Property, plant and equipment.

(b) As explained to us, the Property, plant and equipment were physically verified during the year by the Management in accordance with a phased programme of verification adopted by the Company which, in our opinion is reasonable having regard to size of the Company and nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds/lease deeds of immovable properties are held in the name of the Company.

(ii) As explained to us the inventories have been physically verified by the Management during the year at reasonable intervals and no material discrepancies were noticed on such physical verification.

(iii) The Company has not granted any loans secured or unsecured to the companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act.

(iv) 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 Act, with respect to loans, investments made and guarantees given.

(v) The Company has not accepted any deposit from the public in accordance with the provisions of sections 73 to 76 of the Act and rules framed there under.

(vi) We have broadly reviewed books of accounts maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records u/s 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed records have been made and maintained. We have however, not made a detailed examination of records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, Income Tax, Sales Tax, Value Added Tax, Goods and service tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues as applicable to it, with appropriate authorities.

(b) According to the information and explanations given to us during the year there are no undisputed amounts payable in respect of provident fund, employees''state insurance, Income Tax, Value Added Tax, Goods and service tax, Sales Tax, Customs Duty, Service Tax, Excise Duty and other material

statutory dues which have remained outstanding as at 31 st March, 2018 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us there are no dues of Income Tax, provident fund, employees'' state insurance, Sales Tax, Value Added Tax, Goods and service tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues which have not been deposited with the appropriate authorities on accou nt of any dispute other than those mentioned below:

Name of the statute	Nature of Dues	Amount Demanded (Rs. in lacs)	Period to which the amount relates	Forum where dispute is pending
Karnataka VAT Act	VAT & CST	4.65	2007-08	Joint Commissioner of Commercial Taxes, (Appeal) Banglore
Karnataka VAT Act	VAT, Interests Penalty	10.60	2008-09	Joint Commissioner of Commercial Taxes, (Appeal) Banglore
Kerala VAT Act	VAT & Interest	9.16	2010-11	The Deputy Commissioner, Appeals Ernakulam
Kerala VAT Act	CST, Interest & Penalty	0.60	2014-15	The Deputy Commissioner, Appeals Ernakulam
Kerala VAT Act	CST, Interest & Penalty	2.69	2015-16	The Deputy Commissioner, Appeals Ernakulam
West Bengal VAT Act	VAT & Penalty	45.30	2007-08	West Bengal Commercial Taxes Appellate &. Revisional Board, Kolkata
West Bengal VAT Act	CST, Interest & Penalty	5.87	2013-14	Senior Joint Commissioner, Medinipur
West Bengal VAT Act	VAT, Interests Penalty	1.33	2014-15	Senior Joint Commissioner, Medinipur
Gujarat VAT Act	CST, Interest & Penalty	85.35	2010-11	Joint Commissioner of Commercial tax, Vadodara
Gujarat VAT Act	VAT, Interests Penalty	1.52	2010-11	Joint Commissioner of Commercial tax, Vadodara
Tamil Nadu VAT Act	VAT, Interests Penalty	0.48	2007-08	The Joint Commissioner (CT) Salem Division
Tamil Nadu VAT Act	VAT, Interests Penalty	152.95	2010-13	Appellate Tribunal Sales Tax, Coimbatore
Gujarat VAT Act	VAT, Interests Penalty	46.89	2011-12	Deputy commissioner of commercial tax(appeals).Ahmedabad

Maharashtra Sales Tax	VAT, Interest & Penalty	29.33	2010-11	Joint Commissioner of Sales Tax (Appeal), Pune
Maharashtra Sales Tax	CST, Interest & Penalty	39.78	2012-13	Joint Commissioner of Sales Tax (Appeal), Pune
Maharashtra Sales Tax	CST, Interest & Penalty	19.96	2012-13	Joint Commissioner of Sales Tax (Appeal), Pune
Central Excise Act	Excise Dues	5.34	2012-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	8.86	2012-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	6.59	2010-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	4.96	2012-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	0.11	2012-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	0.02	2010-11	CESTAT (Chennai)
Central Excise Act	Excise Dues	0.85	2011-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	26.26	2010-12	Commissioner of Central Excise (Appeals), Ahmedabad
Central Excise Act	Excise Dues	27.40	2014-16	Assistant Commissioner of central tax, Baramati
Central Excise Act	Excise Dues	46.78	201 4-1 5 to 2016-17	Assistant Commissioner of central tax, Baramati
Central Excise Act	Excise Dues	10.19	2007-2008	CESTAT (Chennai)

Amountdepositedunderdispute in respect of above demand totaling to Rs.75.75 lacs

(viii) According to the information and explanations provided to us, the Company has not defaulted in repayment of dues to the banks. The Company did not have any outstanding dues to any financial institution or debentures holders during the year.

(ix) (a) The Company has not raised any money by way of initial public offer or further public offer (including

debt instruments) during the year, (b) The company has not availed or taken term loans from banks/financial institutions during the year.

(x) According to the information and explanations given to us, no instances of material fraud on or by the Company has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable Ind AS.

(xiv) According to information and explanations given to us and based on our examination of the balance sheet of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him as referred to in section 192 of Act. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bankof India.

For VI JAY KALERA& ASSOCIATES
CHARTERED ACCOUNTANTS FIRM REG. NO. 115160W

PLACE :PUNE

DATE : 30th MAY, 2018

(CAVIJAYS.KALERA) Proprietor Membership No.049105

ANNEXURE B TO THE INDEPENDENT AUDITOR''S REPORT

(REFERRED TO IN PARAGRAPH 2(f) UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE)

We have audited the internal financial controls over financial reporting of SAHYADRI INDUSTRIES LIMITED

("the Company") as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

For VI JAY KALERA& ASSOCIATES

CHARTERED ACCOUNTANTS FIRM REG. NO. 115160W

PLACE :PUNE

DATE : 30th MAY, 2018 (CAVIJAYS.KALERA)

Proprietor Membership No.049105

INDEPENDENT AUDITOR''S REPORT

To,

The Members of

Sahyadri Industries Limited.

This report contains details of compliance of conditions Corporate Governance by Sahyadri Industries Limited (the Company) for the year ended on 31 st March 2018, as stipulated in Regulations 17-27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(''Listing Regulations'') as amended.

Management''s Responsibility

The compliance with terms and conditions of Corporate Governance is the responsibility of the management of the company including the preparation and maintenance of all relevant supporting records and documents.

Auditor''s Responsibility

Our examination was limited to a review of procedures and implementations thereof, adopted by the Company for ensuring Compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide reasonable assurance whether the company has complied with conditions of corporate governance as stipulated in Listing Regulations forthe year ended 31st March, 2018.

We conducted our examination in accordance with Guidance Note on Reports or Certificates for Special Purposes and Guidance Note on certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India(ICAI). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

We have complied with the relevant applicable requirements of Standard on Quality Control (SQC) 1, Quality Control of Firms that perform Audits and Reviews of Historical Financial Information and other Assurance and other Related Services Engagement.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in above-mentioned listing regulations.

We further state that such Compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Restriction on use

This certificate is addressed and provided to the members of the company solely for the purpose of complying with the requirement of Listing Regulations, and may not be suitable for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For VIJAYKALERA&ASSOCIATES

CHARTERED ACCOUNTANTS FIRM REG. NO. 115160W

PLACE :PUNE

DATE : 30th MAY, 2018 (CAVIJAYS.KALERA)

Proprietor Membership No.049105

Mar 31, 2016

Report on the Financial Statements

We have audited the accompanying financial statements of SAHYADRI INDUSTRIES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2016, 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 stated in sub-section 5 of Section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

(d) In our opinion, the 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 of the Company as on March 31, 2016, taken on record by the Board of Directors of the Company, none of the Directors of the Company are disqualified as on March 31, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal controls over financial reporting of the Company and the operative effectiveness of such controls, refer to our separate report in ''Annexure B''; and

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as of March 31, 2016;

2. Provision has been made in the financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivatives contracts; and

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

(REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE)

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

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a phased programme of verification adopted by the Company which, in our opinion is reasonable having regard to size of the Company and nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) (a) As explained to us the inventories have been physically verified by the Management during the year at reasonable intervals.

(b) In our opinion and according to information and explanation given to us the frequency and procedure of such verification is reasonable in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to information and explanation given to us the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

(iii) The Company has not granted any loans secured or unsecured to the companies, firms or other parties covered in the register maintained under section 189 of the Act.

(v) The Company has not accepted any deposit from the public in accordance with the provisions of sections 73 to 76 of the Act and rules framed there under.

(vi) We have broadly reviewed cost records maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records u/s 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed records have been made and maintained. We have however, not made a detailed examination of records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues as applicable to it, with appropriate authorities.

(b) According to the information and explanations given to us during the year there are no undisputed amounts payable in respect of provident fund, employees'' state insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues which have remained outstanding as at 31st March, 2016 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us there are no dues of Income Tax, Wealth Tax, provident fund, employees'' state insurance, Sales Tax, Value Added Tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned below:

Name of the statute	Nature of Dues	Amount Demanded (Rs. in lacs)	Period to which the amount relates	Forum where dispute is pending
Karnataka VAT Act	VAT & CST	4.24	2007-08	Joint Commissioner of Commercial Taxes, (Appeal) Karnataka
Karnataka VAT Act	VAT, Interest & Penalty	10.70	2008-09	Joint Commissioner of Commercial Taxes, (Appeal) Karnataka
Kerala VAT Act	VAT & Interest	9.16	2010-11	Asst. Commissioner, Commercial Taxes, Special Circle - II
West Bengal VAT Act	VAT & Penalty	45.30	2007-08	West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata
Gujarat VAT Act	VAT, Interest & Penalty	85.35	2010-11	Joint Commissioner of Commercial Tax, (Appeal), VADODARA
Gujarat VAT Act	CST, Interest & Penalty	1.52	2010-11	Joint Commissioner of Commercial Tax, (Appeal), VADODARA
Tamil Nadu VAT Act	VAT, Interest & Penalty	0.48	2007-08	The Joint Commissioner (CT) Salem Division
Maharashtra Sales Tax	VAT, Interest & Penalty	185.65	2011-12	Joint Commissioner of Sales Tax (Appeal), Pune
Maharashtra Sales Tax	CST, Interest & Penalty	65.61	2011-12	Joint Commissioner of Sales Tax (Appeal), Pune
Gujarat VAT Act	VAT, Interest & Penalty	46.89	2011-12	Joint Commissioner of Commercial Tax, (Appeal), VADODARA
Gujarat VAT Act	CST, Interest & Penalty	5.06	2011-12	Joint Commissioner of Commercial Tax, (Appeal), VADODARA
Andra Pradesh VAT Act	VAT, Interest & Penalty	1.39	02/06/14 to 30/09/15	Appellate Deputy Commissioner, Vijaywada
Central Excise Act	Excise Dues	5.34	2012-13	CESTAT (Chennai)

Name of the statute	Nature of Dues	Amount Demanded (Rs. in lacs)	Period to which the amount relates	Forum where dispute is pending
Central Excise Act	Excise Dues	8.86	2012-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	6.59	2010-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	4.96	2012-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	0.11	2012-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	0.01	2010-11	CESTAT (Chennai)
Central Excise Act	Excise Dues	0.85	2011-13	CESTAT (Chennai)
Central Excise Act	Excise Dues	26.26	2010-12	Commissioner of Central Excise (Appeals)
Central Excise Act	Excise Dues	27.08	2010-12	Commissioner of Central Excise (Appeals)
Central Excise Act	Excise Dues	0.13	2011-12, 201213, 2013-14	Commissioner of Central Excise (Appeals)
Central Excise Act	Excise Dues	20.12	2009-10 to 2013-14	Commissioner of Central Excise (Appeals)
Central Excise Act	Excise Dues	0.56	01-04-14 to 3101-15	Commissioner of Central Excise (Appeals)
Amount deposited under dispute in respect of above demand totaling to Rs. 18.56

(ix) (a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year.

(b) In our opinion and according to the information and explanations given to us and on an overall examination, the term loans availed by the Company have been applied for the purpose for which they were raised other than temporary deployment pending application.

(x) According to the information and explanations given to us, no instances of material fraud on or by the Company has been noticed or reported during the course of our audit.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

For PARAG PATWA & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REG. NO. 107387W

(CA P. I. PATWA)

Partner

Membership No.041529

PLACE : PUNE

DATE:11th May, 2016

Mar 31, 2015

We have audited the accompanying financial statements of SAHYADRI INDUSTRIES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 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 otherexplanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (the "Order"), issued by the Central Government of India in terms of Section 143(11) of The Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 accounts as required by law have been kept by the Company so far as it appears from ourexamination ofthose books.

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

(d) In our opinion, the 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 of the Company as on March 31, 2015, taken on record by the Board of Directors of the Company, none of the Directors of the Company are disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164 (2) of theAct.

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

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statementsas of March31,2015;

2. Provision has been made in the financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivatives contracts; and

3. There has been delay of 17 days in transferring amount of' 1.22 lacs which was, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT (REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE)

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

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a phased programme of verification adopted by the Company which, in our opinion is reasonable having regard to size of the Company and nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2 (a) As explained to us the inventories have been physically verified by the Management during the year at reasonable intervals.

(b) In our opinion and according to information and explanation given to us the frequency and procedure of such verification is reasonable in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to information and explanation given to us the Company has maintained proper inventory records.

The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

3 The Company has not granted any loans secured or unsecured to the companies, firms or other parties covered in the register maintained under section 189 of the Act.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods & services. We have not observed any continuing major weaknesses in internal control systems during the course of our audit.

5 The Company has not accepted any deposit from the public in accordance with the provisions of sections 73 to 76 of the Act and rules framed thereunder.

6 We have broadly reviewed cost records maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records u/s 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed records have been made and maintained. We have however, not made a detailed examination of records with a view to determine whether they are accurate or complete.

7 (a)According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues as applicable to it, with appropriate authorities.

(b)According to the information and explanations given to us during the year there are no undisputed amounts payable in respect of provident fund, employees' state insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues which have remained outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us there are no dues of Income Tax, Wealth Tax, provident fund, employees' state insurance, Sales Tax, Value Added Tax, Service Tax, Customs Duty, Excise Duty and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned below:

Name of Nature of Dues Amount Period to the structure Demanded which the (' in lacs) amount relates

Income Tax Act Income Tax 2.96 2010-11 Liability Central Excise Act Excise Dues 6.78 2012-13

Central Excise Act Excise Dues 11.25 2012-13

Central Excise Act Excise Dues 9.56 2010-13

Central Excise Act Excise Dues 6.30 2012-13

Central Excise Act Excise Dues 0.14 2012-13

Central Excise Act Excise Dues 0.02 2010-11

Central Excise Act Excise Dues 1.15 2011-13

Central Excise Act Excise Dues 38.08 2010-12

Central Excise Act Excise Dues 39.27 2010-12

Central Excise Act Excise Dues 0.15 2011-12, 2012- 13 & 2013- 14

Central Excise Act Excise Dues 5.35 2011-12, 2012- 13 & 2013- 14

Central Excise Act Excise Dues 20.12 2009-10 to 2013-14

Karnataka VAT Act VAT & CST 4.24 2007-08 Liability

Karnataka VAT Act VAT, Interest 10.70 2008-09 & Penalty

Kerala VAT Act VAT & Interest 9.16 2010-11

West Bengal VAT Act VAT & Penalty 45.30 2007-08

Name of the structure Forum where dispute is pending

Income Tax Act Commissioner of Income Tax (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Central Excise Act Commissioner of Central Excise (Appeals)

Karnataka VAT Act Joint Commissioner of Commercial Taxes, (Appeal) Karnataka

Karnataka VAT Act Joint Commissioner of Commercial Taxes, (Appeal) Karnataka

Kerala VAT Act Asst. Commissioner, Commercial Taxes, Special Circle - II

West Bengal VAT Act West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

Amount deposited under dispute in respect of above demand totaling to Rs.16.11

(d)According to the information and explanations given to us and on the basis of our examination of the records of the Company during the year there has been delay of 17 days in transferring amount to the Investors Education and Protection Fund in accordance with the relevant provisions of Companies Act, 1956 and the Rules made thereunder.

8 The Company does not have any accumulated losses and has not incurred any cash losses during the current financial year and the immediately preceding financial period.

9 According to the information and explanations provided to us, the Company has not defaulted in repayment of dues to the banks. The Company did not have any outstanding dues to any financial institution or debentures holders during the year.

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

11 In our opinion and according to the information and explanations given to us and on an overall examination, the term loans availed by the Company have been applied for the purpose for which they were raised other than temporary deployment pending application.

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

FOR PARAG PATWA & ASSOCIATES

CHARTERED ACCOUNTANTS FIRM REG. NO. 107387W

(CA P. I. PATWA)

PLACE:PUNE Partner

DATE: 9th May, 2015 Membership No.041529

Mar 31, 2014

We have audited the accompanying financial statements of SAHYADRI INDUSTRIES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 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 othere xplanatory 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, 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 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of The Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

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

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

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 Section 227(4A) 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 accounts as required by law have been kept by the Company so far as it appears from our examination of those books.

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

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

ANNEXURE TO THE AUDITOR''S REPORT

(REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE)

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

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a phased programme of verification adopted by the Company which, in our opinion is reasonable having regard to size of the Company and nature of it''s business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

2 (a) The inventories have been physically verified by the Management during the year at reasonable intervals. In our opinion and according to information and explanation given to us the frequency and procedure of such verification is reasonable in relation to the size of the Company and the nature of its business.

(b) In our opinion and according to information and explanation given to us the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

3 a) The Company has not granted any loans secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly Para (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 are not applicable.

b) The Company has accepted unsecured loans from parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 1491.65 Lakhs and year end balance was Rs. 1412.65 Lakhs involving 6 parties.

c) According to the information and explanations given to us, the rate of interest and other terms and conditions of loans taken are not prima-facie prejudicial to the interest of the Company.

d) In our opinion and as per the records examined by us payment of principle and interest amount is regular.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods & services. We have not observed any continuing major weaknesses in internal control systems during the course of our audit.

5 a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under the said Section have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which appears reasonable according to information & explanation given to us.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

7 In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed cost records maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956 and are of the opini on that prima facie the prescribed records have been made and maintained. We have however, not made a detailed examination of records with a view to determine whether they are accurate or complete.

9 (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, Investor Education & Protection Fund, employees'' state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues as applicable to it, with appropriate authorities.

(b) According to the information and explanations given to us during the year there are no undisputed amounts payable in respect of provident fund, Investor Education & Protection Fund, employees'' state insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and based on records of the Company no disputed dues are payable in respect of provident fund, Investor Education & Protection Fund, employees'' state insurance, Wealth Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues as at 31st March, 2014 excepting disputed VAT, CST & Income Tax Liability as mentioned below:

Name of the structure Nature of Dues Amount (Rs.in lacs)

Karnataka VAT Act VAT & CST Liability 4.24

Karnataka VAT Act VAT, Interest & Penalty 10.70

Income Tax Act Income Tax Liability 2.96

Kerala VAT Act VAT & Interest 9.16

West Bengal VAT Act VAT & Penalty 45.30

Maharashtra Sales Tax Tax, Interest & Penalty 0.06

Name of the structure Period to which Forum where dispute the amount relates is pending Karnataka VAT Act 2007-08 Joint Commissioner of Commercial Taxes, (Appeal) Karnataka

Karnataka VAT Act 2008-09 Joint Commissioner of Commercial Taxes, (Appeal) Karnataka

Income Tax Act 2010-11 Commissioner of Income Tax (Appeals)

Kerala VAT Act 2010-11 Asst. Commissioner, Commercial Taxes, Special Circle - II

West Bengal VAT Act 2007-08 West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata

Maharashtra Sales Tax 2004-05 Tribunal

10 The Company does not have any accumulated losses and has not incurred any cash losses during the current financial year and the immediately preceding financial period.

11 Based on our audit procedures and according to the information and explanations provided to us, the Company has not defaulted in repayment of dues to the banks.

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

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society.

14 In our opinion, the Company is not dealing in or trading of shares, debentures and other investments.

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 explanations given to us and on an overall examination, the term loans availed by the Company have been applied for the purpose for which they were raised other than temporary deployment pending application.

17 According to the information and explanations provided to us and on an overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short term basis have been utilized for longterm investments.

18 During the period covered by our audit report the company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301of theCompanies Act, 1956.

19 The Company has not issued any debentures.

20 During the period covered by our audit report the Company has not raised any money by way of public issue.

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

FOR PARAG PATWA & ASSOCIATES

CHARTERED ACCOUNTANTS FIRM REG. NO. 107387W

(CA P. I. PATWA) Partner PLACE:PUNE Membership No.041529 DATE : 10th May, 2014 PARAG PATWA & ASSOCIATES

Mar 31, 2013

Reportonthe Financial Statements

We have audited the accompanying financial statements of SAHYADRI INDUSTRIES LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2013, 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 otherexplanatoryinformation.

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, financial performance and cash flows of the Company in accordancewith the AccountingStandards referredtoin Section 211(3C) of the Companies Act, 1956 (the "Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether duetofraudorerror.

Auditor''sResponsibility

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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s Internal Control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentationofthefinancial 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 inthe mannersorequired and givea true and fair view in conformity with the accounting principles generally acceptedinIndia:

(a)Inthe caseofthe Balance Sheet,ofthe stateofaffairs of theCompanyasatMarch31,2013;

(b) In the case of the Statement of Profit and Loss, of the profitofthe Company for the yearendedonthat date; and

(c) In the case of the Cash Flow Statement, of the cash flowsof the Company for the yearended onthatdate.

Reporton OtherLegalandRegulatoryRequirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the "Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs4and5ofthe Order.

2. As requiredby Section227(3)of the Act, we reportthat:

(a) We haveobtainedallthe information and explanations which to the best of our knowledge and belief were necessaryforthe 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 ourexaminationofthose books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report areinagreementwith thebooksofaccount.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C)ofthe Act.

(e) On the basis of the written representations received from the directors as on March 31, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a Director in terms of Section 274(1)(g) of the Act.

ANNEXURETOTHEAUDITOR''SREPORT

(REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OFEVENDATE)

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

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a phased programme of verification adopted by the Company which, in our opinion is reasonable having regard to size of the Company and nature of its business. According to the information and explanations given to us, no material discrepancies werenoticedonsuchverification.

(c) The fixed assets disposed off during the year, in our opinion; do not constitute substantial partofthefixedassetsoftheCompany.

2 (a) The inventories have been physically verified by the Management during the year at reasonable intervals. In our opinion and according to information and explanation given to us the frequency and procedure of such verification is reasonable in relation to the size of the Company andthenatureofitsbusiness.

(b) In our opinion and according to information and explanation given to us the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the booksofaccount.

3 a) The Company has not granted any loans secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly Para (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 are not applicable.

b) The Company has accepted unsecured loans from parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 2049.95 Lacs and yearend balance was Rs. 1485.75 Lacs involving22parties.

c) According to the information and explanations given to us, the rate of interest and other terms and conditions of loans taken are not prima-facie prejudicial to the interest of the Company.

d) In our opinion and as per the records examined by us payment of principle and interest amountisregular.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature ofits business for the purchase of inventory, fixed assets and for the sale of goods & services. We have not observed any continuing major weaknesses in internal control systemsduringthecourseofouraudit.

5 a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301ofthe Act that need to be entered into the register maintained under the said Section have beensoentered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, and exceeding the valueoffivelacsrupeesinrespectofany partyduring the year have been made at prices which appear reasonable according to information & explanation giventous.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

7 In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed cost records maintained by the company pursuant to the rules made bythe CentralGovernmentformaintenanceof cost records u/s 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been made and maintained. We have however, not made a detailed examination ofrecords withaviewtodeterminewhethertheyare accurateorcomplete.

9 (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education & Protection Fund, employees'' state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues as applicable toit, with appropriate authorities.

(b) According to the information and explanations given to us during the year there are no undisputed amounts payable in respect of provident fund, Investor Education & Protection Fund, employees'' state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues which have remained outstanding as at 31st March, 2013 for a period of more than six months fromthe datetheybecamepayable.

(c) According to the information and explanations given to us and based on records of the Company no disputed dues are payable in respect of provident fund, Investor Education & Protection Fund, employees'' state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise Duty and other material statutory dues as at 31st March 2013 excepting disputed VAT & CST liability of Rs. 4.66 lacs for the financial year 2007-08 for which the Company is in appeal before Joint Commissioner of Commercial Taxes, Karnataka&Income TaxliabilityofRs.2.96lacs for A.Y.2010-11 for which the Company is in appeal beforeCommissionerofIncomeTax(Appeals).

10 The Company does not have any accumulated losses and has not incurred any cash losses during the current financial year and the immediately preceding financial period.

11 Based on our audit procedures and according to the information and explanations provided to us, the Company has not defaulted in repayment of duestothebanks.

12 According to information and explanation given to us and based on the documents and records produced to us, the Company has not granted loans and advancesonthe basisofsecurity by way of pledge of shares, debentures and other securities.

13 In our opinion, the Company is not a chit fund oranidhi/mutual benefitfund/society.

14 In our opinion, the Company is not dealing in or trading of shares, debentures and other investments.

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 explanations given to us and on an overall examination, the term loans availed by the Company have been applied for the purpose for which they were raised other than temporary deployment pending application.

17 According to the information and explanations provided to us and on an overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short term basis have been utilized for long term investments.

18 During the period covered by our audit report the company has not made any preferential allotment of shares to the parties or companies coveredinthe registermaintained underSection301 oftheCompanies Act,1956.

19 TheCompany has notissuedanydebentures.

20 During the period covered by our audit report the Company has not raised any money by way of public issue.

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

FORPARAGPATWA & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRMREG.NO.107387W PLACE:PUNE (CAP.I.PATWA)

DATE: 9th May, 2013 Partner

Membership No.041529

Mar 31, 2012

We have audited the annexed Balance Sheet of Sahyadri Industries Limited, as at March 31, 2012 and also the Profit and Loss Account and the cash flow statement of the company for the year ended on that date both 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 conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for an opinion.

1. As required by the Companies (Auditors Report) Order, 2003 and the companies (Auditors 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 orders, to the extent applicable to the company.

2. Further to our comments in the Annexure referred to in Paragraph (1) above, we report that:

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

ii) In our opinion proper books of accounts as required by the law have been maintained by the Company so far as it appears from our examination of the books.

iii) The Balance Sheet, The Profit & Loss Account and the cash flow statements dealt with by this report are in agreement with the Books of Accounts.

iv) In our opinion, the Balance Sheet, the Profit & Loss Account and the cash flow statements dealt with by this report are generally in compliance with Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of the written representations received from the directors of the Company as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors are disqualified asonMarch31,2012 from being appointed as a director, in terms, of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, they said Statement of Accounts read together with notes appearing thereon give the information required by the Companies Act 1956 in the manner so required and give true and fair view.

a. In the case of Balance Sheet, of the state of affairs of the Company as at March 31,2012;

b. In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date and

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

ANNEXURE TO THE AUDITORS' REPORT

(REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE)

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

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a phased programme of verification adopted by the Company which, in our opinion is reasonable having regard to size of the Company and nature of it's business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

2 (a) The inventory has been physically verified by the Management during the year at reasonable intervals. In our opinion and according to information and explanation given to us the frequency and procedure of such verification is reasonable in relation to the size of the Company and the nature of its business.

(b) In our opinion and according to information and explanation given to us the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

3 a) The Company has not granted any loans secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly Para (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 are not applicable.

b) The Company has accepted unsecured loans from parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs 3068.92 Lacs and yearend balance was Rs 2041.95 Lacs involving 18 parties.

c) According to the information and explanations given to us, the rate of interest and other terms and conditions of loans taken are not prima-facie prejudicial to the interest of the Company.

d) In our opinion and as per the records examined by us payment of principle and interest amount is regular.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods & services. We have not observed any continuing major weaknesses in internal control systems during the course of our audit.

5 a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under the said Section have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, and exceeding the value of five lacs rupees in respect of any party during the year have been made at prices which appear reasonable according to information & explanation given to us.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

7 In our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed cost records maintained by the company relating to wind power generation and cement products, pursuance to the rules made by the Central Government for maintenance of cost records u/s 209(1 )(d) of the Companies Act, 1956 and is of the opinion that prime facie the prescribed records have been made and maintained. We have however, not made a detailed examination of records with a view to determine whether they are accurate.

9 (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees' state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duly, Service Tax and Excise Duty and other material statutory dues as applicable to it, with appropriate authorities.

(b) According to the information and explanations given to us during the year there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty which have remained outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and records of the Company no disputed dues are payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty as at 31 st March 2012 excepting disputed VAT & CST liability of Rs 4.66 lacs for the financial year 2007-08 for which the Company is in appeal before Joint Commissioner of Commercial Taxes, Karnataka & Income Tax liability of Rs 2.96 lacs for A.Y.2010-11 for which the Company is in appeal before Commissioner of Income Tax (Appeals).

10 The Company does not have any accumulated losses and has not incurred any cash losses during the current financial year and the immediately preceding financial period.

11 Based on the examination of the books of account and related records and according to the information and explanations provided to us, the Company has not defaulted in repayment of dues to the banks.

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

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

14 In our opinion, the Company is not dealing in or trading of shares, debentures and other investments.

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 explanations given to us and on an overall examination, the term loans availed by the Company have been applied for the purpose for which they were raised other than temporary deployment pending application,

17 According to the information and explanations provided to us and on an overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short term basis have been utilized for long term investments.

18 During the period covered by our audit report the company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19 The Company has not issued any debentures.

20 During the period covered by our audit report the Company has not raised any money by way of public issue.

21 During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, notice or reported during the year, not we have been informed of such case by the management.

FOR PARAG PATWA & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REG. NO. - 107387W

PLACE: PUNE (CA RI.PATWA)

DATE: 30th May, 2012 Partner

Membership No. 041529

Mar 31, 2011

We have audited the annexed Balance Sheet of Sahyadri Industries Limited, as at March 31, 2011 and also the Profit and Loss Account and the cash flow statement of the company for the year ended on that date both 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 conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for an opinion.

1. As required by the Companies (Auditors Report) Order, 2003 and the companies (Auditors 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 orders, to the extent applicable to the company.

2. Further to our comments in the Annexure referred to in Paragraph (1) above, we report that:

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

ii) In our opinion proper books of accounts as required by the law have been maintained by the Company so far as it appears from our examination of the books.

iii) The Balance Sheet, The Profit & Loss Account and the cash flow statements dealt with by this report are in agreement with the Books of Accounts.

iv)In our opinion, the Balance Sheet, the Profit & Loss Account and the cash flow statements dealt with by this report are generally in compliance with Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on March 31, 2010 from being appointed as a director, in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Statement of Accounts read together with notes appearing thereon give the information required by the Companies Act 1956 in the manner so required and give true and fair view.

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

b. In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date and

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

ANNEXURE TO THE AUDITORS' REPORT (REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE)

The nature of the company's business / activity during the year is such that clauses (xii), (xiii), (xiv) of paragraph 4 of the company (Auditor's Report) Order, 2003 are not applicable to the company.

1. In respect of fixed assets:

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

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a programme of verification which, in our opinion, provides for physical verification of all assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

2. (a) The inventory has been, physically verified by the Management during the year at reasonable intervals. In our opinion and according to information and explanation given to us the frequency and procedure of such verification is reasonable in relation to the size of the Company and the nature of its business.

(b) In our opinion and according to information and explanation given to us the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

3. a) The Company has accepted loans from parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 3757.64 Lacs and year end balance was Rs. 2986.49 Lacs involving 18 parties.

b) According to the information and explanations given to us, the rate of interest and other terms and conditions of loans taken are not prima-facie prejudicial to the interest of the Company.

c) According to the information and explanations given to us there is no stipulation of repayment of loan taken from parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods & services. We have not observed any continuing major weaknesses in internal control systems during the course of our audit.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the Register maintained under the said Section have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, and exceeding the value of five lacs rupees in respect of any party during the year have been made at prices which appear reasonable as per information available with the company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

7. In our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed records maintained by the company relating to wind power generation, pursuance to the rules made by the Central Government for maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956 and is of the opinion that prime facie the prescribed records haven been made and maintained. We have however, not made a detailed examination of records with a view to

determine whether they are accurate. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed the maintenance of cost records for any other products of the Company.

9. (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees' state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax and Excise Duty and other material statutory dues as applicable to it, with appropriate authorities

(b) According to the information and explanations given to us during the year there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty which have remained outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us there are no disputed dues in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty as at 31st March 2011.

10. The Company does not have any accumulated losses and has not incurred any cash losses during the current financial year and the immediately preceding financial period.

11. Based on the examination of the books of account and related records and according to the information and explanations provided to us, the Company has not defaulted in repayment of dues to the banks.

12. 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.

13. In our opinion and according to the information and explanations given to us and on an overall examination, the term loans availed by the Company have been applied for the purpose for which they were raised other than temporary deployment pending application.

14. According to the information and explanations provided to us and on an overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short term basis have been utilized for long term investments.

15. During the period covered by our audit report the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

16. The Company has not issued any debentures.

17. During the period covered by our audit report the Company has not raised any money by public issue.

18. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have not come across any instance of fraud by the Company. The management has reported that an employee had misappropriated funds amounting to Rs.4,30,500/- of the company during the year under audit.

For Parag Patwa & Associates Chartered Accountants (Firm Regn. No. 107387W)

CA P. I. Patwa Membership No. 41529

Place: Pune Date : 30.05.2011

Mar 31, 2010

We have audited the annexed Balance Sheet of Sahyadri Industries Limited, as at March 31, 2010 and also the Profit and Loss Account and the cash flow statement of the company for the year ended on that date both 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. 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 an opinion.

1. As required by the Companies (Auditors Report) Order, 2003 and the companies (Auditors 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 orders, to the extent applicable to the company.

2. Further to our comments in the Annexure referred to in Paragraph (1) above, we report that:

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

ii) In our opinion proper books of accounts as required by the law have been maintained by the Company so far as it appears from our examination of the books.

iii) The Balance Sheet, The Profit & Loss Account and the cash flow statements dealt with by this report are in agreement with the Books of Accounts.

iv) In our opinion, the Balance Sheet, the Profit & Loss Account and the cash flow statements dealt with by this report are generally in compliance with Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Statement of Accounts read together with notes appearing thereon give the information required by the Companies Act 1956 in the manner so required and give true and fair view.

a. In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

b. In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date and

c. In case of cash flow statement, of the cash flows for the year ended on that date. ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE)

The nature of the companys business / activity during the year is such that clauses (xii), (xiii), (xiv) of paragraph 4 of the company (Auditors Report) Order, 2003 are not applicable to the company.

1 In respect of fixed assets:

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

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a programme of verification which, in our opinion, provides for physical verification of all assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

2 (a) The inventory has been, physically verified by the Management during the year at reasonable intervals. In our opinion, and according to information and explanation given to us the frequency and procedure of such verification is reasonable in relation to the size of the Company and the nature of its business.

(b) In our opinion, and according to information and explanation given to us the Company has maintained proper inventory records. The discrepancies noticed between the physical stocks and book records were not material and the same have been properly dealt with in the books of account.

3 a) The Company has accepted loans from parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 2579.65 Lacs and year end balance was Rs. 2020.60 Lacs involving 20 parties.

b) According to the information and explanations given to us, the rate of interest and other terms and conditions of loans taken are not prima-facie prejudicial to the interest of the Company.

c) According to the information and explanations given to us there is no stipulation of repayment of loan taken from parties listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods & services. We have not observed any continuing major weaknesses in internal control systems during the course of our audit.

5 a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the Register maintained under the said Section have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, and exceeding the value of five lacs rupees in respect of any party during the year have been made at prices which appear reasonable as per information available with the company.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

7 In our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed records maintained by the company relating to wind power generation, pursuance to the rules made by the Central Government for maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956 and is of the opinion that prime facie the prescribed records haven been made and maintained. We have however, not made a detailed examination of records with a view to determine whether they are accurate. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed the maintenance of cost records for any other products of the Company.

9 (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax and Excise Duty and other material statutory dues as applicable to it, with appropriate authorities

(b) According to the information and explanations given to us during the year there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty which have remained outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us there are no disputed dues in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty as at 31st March 2010.

10 The Company does not have any accumulated losses and has not incurred any cash losses during the current financial year and the immediately preceding financial period.

11 Based on the examination of the books of account and related records and according to the information and explanations provided to us, the Company has not defaulted in repayment of dues to the banks.

12 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.

13 In our opinion and according to the information and explanations given to us and on an overall examination, the term loans availed by the Company have been applied for the purpose for which they were raised other than temporary deployment pending application.

14 Based on the examination of the books of accounts and related records and according to the information and explanations provided to us, the Company has not utilized funds raised on short term basis for long term investment and vice versa. Permanent Working Capital has been financed from Long Term and / or Short Term sources.

15 During the period covered by our audit report the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

16 The Company has not issued any debentures.

17.During the period covered by our audit report the Company has not raised any money by public issue.

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

For PARAG PATWA & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REG. NO. - 107387W

(CA P. I. PATWA)

(Mem.No.41529)

Place: PUNE

Date: 29th May 2010

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