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Auditor Report of Sand Plast (India) Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of SAND PLAst India up. ("the Company"), which comprise the Balance Sheet as at March 31, 2 014, and the Statement of Profit and loss ants Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 213 of the Companies Act, 1956 ("the Act") read with the General circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of Internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from materia! misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 201 ;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 (' the Order1') issued by the Central Government of India in terms of sub section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs A and S of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211. of the Companies Act, 1966 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respectof Section 133 of the Compai es Act, 2013; and

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 20W, from being appointed as a director in terms of clause (g) of sub-section (1) of section 2V&- of the Companies Act, 1956.

f) in our opinion and to the best of our information and according to the explanation given to us, we further report that the said accounts subject to matters mentioned herein below, read with significant accounting policies and other rotes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted:-

1) Attention Is invited to Note. No. 5 of the Balance sheet of the company for the year, which state that the company has filed Modified Draft Rehabilitation Scheme to Hon'ble BIFR dated 27th April, 2010 and Secured Creditors i.e. PIMB and HUDCO. The Company has not provided any interest, as a result of the same Secured liabilities and accumulated losses of the company are understated. Approval of Modified Draft Rehabilitation Scheme is rejected by BIFR'S Order dated 02.08.2011 and appeal against this order is filed in the AAIFR. The Status of Appeal is pending.

2) As Informed by the management, neither any books nor any audited accounts of Sand Lime products (India) Ltd & 5PIL machines Manufacturers Ltd subsidiary of SAND PLAST INDIA LTD.available hence consolidation under A5-21 not complied by us and there Is no effect of consolidation in balance sheet. As Informed by the management the said investments are made by previous management of company and in this regard no records are available with present management.

3) As informed by the management that, the WJDCO/PNB has taken physical possesion of behror land in December 2012 has sold during F.Y 2013-14 but no communication in this regard received by the company from the lenders in respect of sale consideration & Its treatment hence we have not considered the same while preparing above accounts.

ANKQURE TO INDEPENDENT AUDITORS'REPORT

Annexure referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirtments" of our report of even date

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the site of the Company and nature of its assets. During the year, the management has physically verified fixed assets and no material discrepancies were noticed on such physical verfication.

(c) The Company has not disposed off a substantial part of the fixed assets during the year subject to Point no. (f) (3) under (Report on Other Legal and Regulatory Requirements) and going concern Status of tile company is not affected.

(ii) (a) We are informed that the physical verification of inventory has been conducted during the year by the management at reasonable Intervals.

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

(c) The Company has maintained proper records of inventory, as explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) According to the information and explanation given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) According to the nformation and explanations given Eo us, the details of secured or unsecured loan taken from individual fit corporate covered in the register maintained under section 301 of the Companies Act, 1956 are as under:

Name Amount (Rs. In lacs)

Rajesh Gupta (Managing Director) 381.19

(c) in our opin on the terms of these loans are, prima facie, not prejudicial to the interest of the company;

(d) The rate of interest being prima facie precudicial to the interest of the company does not arise.

{iv) In our opinon and according to the information and explanations given to us, there are adequate internal control procedures com m ensure re with the sire of the Company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not ooserved any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanation given to us, we are of the opinon that the transactions that reed to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year 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 into the register maintained under Section 501 of the Companies Act. 1956 in excess of Rs. 5, 00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market pirce at the relevant time.

(v) The Company has not accepted any deposits from the public within the meaning or provisions of Section SEA and 58AA of the Companies Act, 1956 and rules made thereunder.

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

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209{1| id) of the Companies Act, 1956, for the products manufactured by the Company.

(ix) (a) According to the information and explanations given to us end on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance. Income tax. sales tax. wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) As per Pr formation and explanations furnished to us and on verification of records produced, there are disputed statutory dues outstanding aggregating to Rs. 22,86,776.65 as at 31st March. 2014, which have not been deposited with the respect of Sales Tax which are as follows:

NAME OF STATUTE DUE NATURE OF THE AMOUNT (RS.) DUES

CST Rajasthan Sales Tax 4819.73

Rajasthan Sales Tax Sales Tax 2199174,90

Excise Duty Excise IS ability 327S2.00

lx) The Company has accumulated losses of Rs. 16, 25, 63,899-OO after adjusting current year Loss.

(xi) in Our opinion and according to the information and explanations given to US, the dues of the financial Institutlons/banks were rescheduled under rehabilitation package pending in the honorable BIFR so in this reference as per point no. (vi) (a) however there are defaults in repayment there against.

(xi ) In our opinion and according to the information and explanationss given to os, the Company has not grained any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) in our opinion, the Company is not a chit fund, nidhi, mutual benefit fund or a society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments, Accordingly clause 4|xiv) of the Companies (Auditor's Report) Order 2003 is not applicable

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore clause 4(xv) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xvi) The company has not obtained any fresh term loan during the financial year.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prime facie, not been used during the year for long term investments and vice versa.

(xviii) The company has neither Issued any fresh share capital nor made any preferential allotment during the year,

(xix) The Company has not issued debentures during the financial year and hence, the question of creating securities in respect thereof does not arise.

(xviii) The Company has not raised any money by public issue.

(xix) As informed by Management the company, no case of any fraud on or by the company has been noticed or reported during the year

(xxii) As informed by the Management of the company, The Company is a sick industrial Company, as per BIFR Reg. No. 333/2001 within the meaning of clauses (O) of Section 3(1) of the sick Industrial Companies (Special Provision) Act, 1985.

For D. Khanna & Associates Chartered Accountants (Firm's Registration Number: 012917N)

s/d

Rahul Khandelwal Partner Jaipur, May 25, 2014 Membership No. 415372


Mar 31, 2013

We have audited the attached Balance Sheet of, SAND PLAST INDIA LTD. as at 31st March, 2013 and the Profit and Loss Account for the year ended on that date annexed thereto for the period ended on that date and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

i) 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;

ii) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books;

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

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31sl March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of Clause (g) of sub-section (i) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanation given to us, we further report that the said account subject to matters mentioned herein below, read with significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted:-

a) Attention is invited to Note. No. 5 of the Balance sheet of the company for the year, which state that the company has filed Modified Draft Rehabilitation Scheme to Hon''ble BIFR dated 27th April, 2011 and Secured Creditors i.e. PNB and HUDCO. The Company has not provided interest on PNB dues amounting to Rs. 365.38 Lacs and Rs. 3437.02 Lacs in respect of HUDCO in totality, as a result of the same Secured liabilities and accumulated losses of the company are understated by Rs. 3802.40 Lacs (Including Current year Interest Rs. 452.80). Approval of Modified Draft Rehabilitation Scheme is rejected by BIFR''S Order dated 02.08.2011 and as informed by the management the appeal against this order is filed in the AAIFR.

in the case of Balance Sheet, of the State of affairs of the company as at 31" March, 2013 in the case of Profit and Loss account, of the Loss of the year ended on that date and in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets.

During the year, the management has physically verified fixed assets and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off a substantial part of the fixed assets during the year and therefore the going concern status of the company is not affected.

(ii) (a) We are informed that the physical verification of inventory has been conducted during the year by the management at reasonable intervals.

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

(c) The Company has maintained proper records of inventory. As explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) According to the information and explanations given to us, the details of secured or unsecured loan taken from individual & corporate covered in the register maintained under section 301 of the Companies Act, 1956 are as under:

Name Amount (Rs. In lacs)

Rajesh Gupta (Managing Director) 0.43

(c) In our opinion the terms of these loans arc, prima facie, not prejudicial to the interest of the company;

(d) The rate of interest being prima facie prejudicial to the interest of the company does not arise.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year 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 into the register maintained under Section 301 of the Companies Act, 1956 in excess of Rs. 5,00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning or provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder.

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

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

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance,

income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) As per Information and explanations furnished to us and on verification of records produced, there are disputed statutory dues outstanding aggregating to Rs. 22,03,994.63 as at 31s1 March, 2012, which have not been deposited with the respect of Sales Tax which are as follows:

NAME OF NATURE OF AMOUNT (RS.)

STATUTE THE DUES

CST Rajasthan Sales Tax 4819.73

Rajasthan Sales Tax Sales Tax 2199174.90

(x) The Company has accumulated losses of Rs. 143479075.00 after adjusting current year Loss.

(xi) In our opinion and according to the information and explanations given to us, the dues of the financial institutions/banks were rescheduled under rehabilitation package pending in the honorable BIFR so in this reference as per point no. (vi) (a) however there are defaults in repayment there against.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund, nidhi, mutual benefit fund or a Society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4(xiv) of the Companies (Auditor''s Report) Order 2003 is not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore clause 4(xv) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

(xvi) The company has not obtained any fresh term loan during the financial year.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not been used during the year for long term investments and vice versa.

(xviii) The company has neither issued any fresh share capital nor made any preferential allotment during the year.

(xix) The Company has not issued debentures during the financial year and hence, the question of creating securities in respect thereof does not arise.

(xx) The Company has not raised any money by public issue.

(xxi) As informed by Management the company, no case of any fraud on or by the company has been noticed or reported during the year

(xxii) As informed by the Management of the company, The Company is a sick industrial Company, as per BIFR Reg. No. 388/2001 within the meaning of clauses (O) of Section 3(1) of the sick Industrial Companies (Special Provision) Act, 1985.

For D. Khanna & Associates

Firm Registration No. 012917N

Chartered Accountants



Sd/-

Girdhari Lai Rinwa

Partner

M.No. 411129

Place: Jaipur

Date: 30/05/2013


Mar 31, 2012

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

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

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

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

i) 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;

ii) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books;

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

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

vi) In our opinion and to the best of our information and according to the explanation given to us, we further report that the said account subject to matters mentioned herein below, read with significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted:-

a) Attention is invited to Note. No. 5 of the Balance sheet of the company for the year, which state that the company has filed Modified Draft Rehabilitation Scheme to Hon'ble BIFR dated 27th April, 2011 and Secured Creditors i.e. PNB and HUDCO. The Company has not provided interest on PNB dues amounting to Rs. 315.45 Lacs and Rs. 3034.15 Lacs in respect of HUDCO in totality, as a result of the same Secured liabilities and accumulated losses of the company are understated by Rs. 3349.60 Lacs (Including Current year Interest Rs. 405.19). Approval of Modified Draft Rehabilitation Scheme is rejected by BIFR'S Order dated 02.08.2011 and appeal against this order is filed in the AAIFR. in the case of Balance Sheet, of the State of affairs of the company as at 31sl March, 2012
ANNEXURE TO THE AUDITORS' REFFERED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. During the year, the management has physically verified fixed assets and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off a substantial part of the fixed assets during the year and therefore the going concern status of the company is not affected.

(ii) (a) We are informed that the physical verification of inventory has been conducted during the year by the management at reasonable intervals.

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

(c) The Company has maintained proper records of inventory. As explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) According to the information and explanations given to us, the details of secured or unsecured loan taken from individual & corporate covered in the register maintained under section 301 of the Companies Act, 1956 are as under:

Name Amount (Rs. In lacs)

Rajesh Gupta (Managing Director) 106.62

Eco bricks Private Limited 74.95

(c) In our opinion the terms of these loans are, prima facie, not prejudicial to the interest of the company;

(d) The rate of interest being prima facie prejudicial to the interest of the company does not arise.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control

procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year 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 into the register maintained under Section 301 of the Companies Act, 1956 in excess of Rs. 5,00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time

(vi) The Company has not accepted any deposits from the public within the meaning or provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder.

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

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

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) As per Information and explanations furnished to us and on verification of records produced, there are disputed statutory dues outstanding aggregating to Rs. 22,03,994.63 as at 31st March, 2012, which have not been deposited with the respect of Sales Tax which are as follows:

NAME OF NATURE OF AMOUNT (RS.)

STATUTE THE DUES

CSTRajasthan Sales Tax 4819.73

Rajasthan Sales Tax Sales Tax 2199174.90

(x) The Company has accumulated losses of Rs. 11,75,74,631.00 after adjusting current year Loss.

(xi) In our opinion and according to the information and explanations given to us, the dues of the financial institutions/banks were rescheduled under rehabilitation package pending in the honorable BIFR so in this reference as per point no. (vi) (a) however there are defaults in repayment there against.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund, nidhi, mutual benefit fund or a Society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4(xiv) of the Companies (Auditor's Report) Order 2003 is not applicable.

(v) 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. Therefore clause 4(xv) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xvi) The company has not obtained any fresh term loan during the financial year.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not been used during the year for long term investments and vice versa.

(xviii) The company has neither issued any fresh share capital nor made any preferential allotment during the year.

(ix) The Company has not issued debentures during the financial year and hence, the question of creating securities in respect thereof does not arise.

(xx) The Company has not raised any money by public issue.

(xxi) As informed by Management the company, no case of any fraud on or by the company has been noticed or reported during the vear

(xii) As informed by the Management of the company. The Company is a sick industrial Company, as per BIFR Reg No 388 2001 within the meaning of clauses (O) of Section 3(1) of the sick Industrial Companies (Special Provision) Act. 1985.

For D. Khanna & Associates

Firm Registration No. 012917N Chartered Accountants

Sd/-

Girdhari I.al Rinwa

Partner

M.No. 411129

Place: Jaipur

Dale : 18 May 2012


Mar 31, 2011

We have audited the attached Balance Sheet of, SAND PLAST INDIA LTD. as at 31st March, 2011 and the Profit and Loss Account for the year ended on that date annexed thereto for the period ended on that date and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order, 2003 as amend by CARO (Amendment) 2004 issued by the Central Government of India, in terms of sub-section (4A) of section 227 of the Companies Act, 1956; we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said order. Further to our comments in the Annexure referred to above we report that:

i) 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;

ii) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books;

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

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

vi) In our opinion and to the best of our information and according to the explanation given to us, we further report that the said account subject to matters mentioned herein below, read with significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted:-

a) Attention is invited to Note. No. 3(c) & (d) of Schedule –L on Notes to accounts of the company for the year, which state that the company has filed Modified Draft Rehabilitation Scheme to Hon'ble BIFR dated 27th April, 2011 and Secured Creditors i.e. PNB and HUDCO. As proposed In this MDRS, Company has not provided interest on PNB dues amounting to Rs. 270.77 Lacs and Rs. 2673.64 Lacs in respect of HUDCO in totality, as a result of the same Secured liabilities and accumulated losses of the company are understated by Rs. 2944.41 Lacs (Including Current year Interest Rs. 362.58). Approval of Modified Draft Rehabilitation Scheme is still pending.

* in the case of Balance Sheet, of the State of affairs of the company as at 31st March, 2011

* in the case of Profit and Loss account, of the Loss of the year ended on that date and

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

ANNEXURE TO THE AUDITORS

REFFERED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. During the year, the management has physically verified fixed assets and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off a substantial part of the fixed assets during the year and therefore the going concern status of the company is not affected.

(ii) (a) We are informed that the physical verification of inventory has been conducted during the year by the management at reasonable intervals.

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

(c) The Company has maintained proper records of inventory. As explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) According to the information and explanations given to us, the details of secured or unsecured loan taken from individual covered in the register maintained under section 301 of the Companies Act, 1956 are as under:

Name Amount (Rs. In lacs)

Rajesh Gupta (Managing Director) 170.50

(c) In our opinion the terms of these loans are, prima facie, not prejudicial to the interest of the company;

(d) The rate of interest being prima facie prejudicial to the interest of the company does not arise.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year 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 into the register maintained under Section 301 of the Companies Act, 1956 in excess of Rs. 5,00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning or provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under.

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

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

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) As per Information and explanations furnished to us and on verification of records produced, there are disputed statutory dues outstanding aggregating to Rs. 22,03,994.63 as at 31st March, 2011, which have not been deposited with the respect of Sales Tax which are as follows:

NAME OF STATUTE NATURE OF THE DUES AMOUNT (RS.)

CST Rajasthan Sales Tax 4819.73

Rajasthan Sales Tax Sales Tax 2199174.90

As informed by the present management, they above liability belong to the period pertaining to the previous management and records are not available hence disputed.

(x) The Company has accumulated losses of Rs. 8, 37, 98,150 after adjusting current year loss.

(xi) In our opinion and according to the information and explanations given to us, the dues of the financial institutions/banks were rescheduled under rehabilitation package pending in the honorable BIFR so in this reference as per point no. (vi) (a)latest MDRS filed in BIFR however there are defaults in repayment there against.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund, nidhi, mutual benefit fund or a Society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4(xiv) of the Companies (Auditor's Report) Order 2003 is not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore clause 4(xv) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xvi) The company has not obtained any fresh term loan during the financial year.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not been used during the year for long term investments and vice versa.

(xviii) The company has neither issued any fresh share capital nor made any preferential allotment during the year.

(xix) The Company has not issued debentures during the financial year and hence, the question of creating securities in respect thereof does not arise.

(xx) The Company has not raised any money by public issue.

(xxi) As informed by the company, no case of any fraud on or by the company has been noticed or reported during the year

(xxii) The Company is a sick industrial Company, as per BIFR Reg. No. 388/2001 within the meaning of clauses (O) of Section 3(1) of the sick Industrial Companies (Special Provision) Act, 1985.

For D. Khanna & Associates

Firm Registration

No.012917N Chartered

Accountants

Sd/-

(Girdhari Lal Rinwa)

Partner

M.No. 411129 Place: Mumbai

Date: 30th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of, SAND PLAST INDIA LTD. as at 31st March, 2010 and the Profit and Loss Account for the year ended on that date annexed thereto for the period ended on that date and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys man- agement. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclo- sures En the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 as amend by CARO (Amendment) 2004 issued by the Central Government of India, in terms of sub-section (4A) of section 227 of the Companies Act, 1956; we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

i) 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;

ii) In our opinion, the Company has kept proper books of accounts as required by law so far as appears from our examination of those books;

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

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

vi) in our opinion and to the best of our information and according to the explanation given to us, we further report that the said account subject to matters mentioned herein below, read with significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted:-

a) Attention is invited to Note. No. 3(c) & (d) of Schedule -L on Notes to accounts of the company for the year, which state that the company has filed Modified Draft Rehabilitation Scheme to Honble BIFR dated 27th April, 2010 and Secured Creditors i.e. PNB and HUDCO. As proposed In this MDRS, Com- pany has not provided interest on PNB dues amounting to Rs. 230.79 Lacs and Rs. 2351.04 Lacs in respect of HUDCO in totality, as a result of the same Secured liabilities and accumulated losses of the company are understated by Rs. 2581.83 Lacs (Including Current year Interest Rs. 332.97). Ap- proval of Modified Draft Rehabilitation Scheme is still pending.

- in the case of Balance Sheet,,of the State of affairs of the company as at 31st March, 2010

- in the case of Profit and Loss account, of the Profit of the year ended on that date and

- in the case of Cash Flow Statement, of the cash flows for the year ended on that date. ANNEXURE TO THE AUDITORS REFFERED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. During the year, the management has physically verified fixed assets and no material discrepancieswere noticed on such physical verification.

(c) The Company has not disposed off a substantial part of the fixed assets during the year and therefore the going concern status of the company is not affected.

(ii) (a) We are informed that the physical verification of inventory has been conducted during the year by the management at reasonable intervals.

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

(c) The Company has maintained proper records of inventory. As explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) The company has, during the year, neither granted nor taken any loans, secured or unsecured to/from

companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.Therefore, sub clause (a), (b), (c), (d), (e), (f) and (g) of clause 4(iii) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year 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 into the register maintained under Section 301 of the Companies Act, 1956 in excess of Rs. 5,00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning or provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder.

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

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

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues appli- cable to it.

(b) As per Information and explanations furnished to us and on verification of records produced, there are disputed statutory dues outstanding aggregating to Rs. 22,03,994.63 as at 31st March, 2010, which have not been deposited with the respect of Sates Tax which are as follows:

NAME OF STATUTE NATURE OFTHE DUES AMOUNT (RS.)

CST Rajasthan Sales Tax 4819.73

Rajasthan Sales Tax Sales Tax 2199174.90



(x) The Company has accumulated losses of Rs. 45,126,705.00 after adjusting current year profit.

(xi) In our opinion and according to the information and explanations given to us, the dues of the financial institutions/banks were rescheduled under Modified Draft Rehabilitation Scheme filed on 27lh April, 2010 with the honorable BIFR.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other .. securities.

(xiii) In our opinion,,the Company is not a chit fund, nidhi, mutual benefit fund or a Society. Therefore, clause 4(xiii) of ¦ the Companies {Auditors Report) Order 2003 is not applicable to the Company.

(xiv) According to the information and explanations given to.us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4(xiv) of the Companies (Auditors Report) Order 2003 is not applicable,

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore clause 4(xv) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

(xvi) The company has not obtained any fresh term loan during the financial year.

(xvii) According to the cash flow statement and other records examined by us and the information and explana- tions given to us, on an overall basis, fund raised on short term basis have, prima facie, not been used during the year for long term investments and vice versa.

(xviii) The company has neither issued any fresh share capital nor made any preferential allotment during the year.

(xix) The Company has not issued debentures during the financial year and hence, the question of creating securities in respect thereof does not arise.

(xx) The Company has not raised any money by public issue.

(xxi) As informed by the company, no case of any fraud on or by the company has been noticed or reported during the year

(xxii) The Company is a sick industrial Company, as per Bl FR Reg. No. 388/2001 within the meaning of clauses (O) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985

For D. Khanna & Associates Chartered Accountants



Sd/-

(Deepak Khanna)

Partner

Place : Jaipur M.No. 092140

Date : 28th May, 2010 Firm Reg. No. 012917N


Mar 31, 2000

1. We report that we have audited the Balance Sheet of Sand Plast (India) Limited as at 31 st March, 2000 and also the Profit & Loss Account for the year ended 31st March 2000, signed by us under reference to this report, which are in agreement with the books of account.

2. In our opinion and to the best of our information and according to the explanations given to us the accounts together with the notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act ,1956,and also gives respectively a true and fair view of both in case of the Balance Sheet of the state of Affairs of the Company as at 31st March 2000, and in case of Profit & Loss Account of the loss of the Company for the year ended on that date,

3. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for our audit,, In our opinion, proper books of account have been kept as required by law so far as appears from our examina- tion of the books and the same are in agreement therewith.

4.In our opinion, the Profit & Loss Account and the Balance Sheet complied with the accounting standards referred to in sub-section 3 (c) of section 211 of the Companies Act, 1956.

5. As required by the Manufacturing and other companies (Auditors report) Order,1988, issued by the Central Government and on the basis of such checks, as we considered appropriate and according to the information and explanations given to us we further report to the extent the provisions of the order are applicable that;

i) a) The Company has maintained proper records to show full particulars including quantitative details and situation on its fixed assets.

b) The fixed assets of the Company have been physically verified during the year by the management.

ii) The fixed assets of the Company have not been revalued during the year.

iii)The Stocks of stores,and raw materials of the company have been physically verified by the management at the year end.

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

v) The discrepancies between the physical stocks and the book stocks which have been properly dealt with were not material.

vi) In our opinion, the valuation of stocks of stores and raw materials has been fair and proper in accordance with the normally accepted accounting principles.

vii)The company has not taken any loans,secured or unsecured from the companies;, firms or other parties listed in the register maintained under Section 301 of the Companies Act,1956 and from the companies under the same management as defined under the sub-section (1B) of the Section 370 of the Companies Act, 1956.

viii) The Company has not granted any loan secured or unsecured to the companies,firms or other parties listed in the register maintained under Ejection 301 of the companies Act, 1956.

ix)The employees to whom loans or advances in the nature of loan have been given are repaying the principal amounts as stipu- lated.

x) In our opinion,there is an adequate internal control proce- dure commensurate with the size of the company and nature of its business for the purchase of the raw materials including components,plant and machinery, equipment and similar assets and for the sale of goods.

xi) In our opinion and according to the informations and explanation given to us the Company has not made any pur- chase of goods or services from any concern entered in the register maintained under section 301 of the Companies Act 1956.

xii)The Company has not accepted any deposits from the public.

xiii) In our opinion,the Company is maintaining reasonable records for sale and disposal of scrap. We are informed that the Company has no by product.

xiv) The Company has an internal audit system commensurate with the size and nature of its business, xv)We are informed that the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d)of the Companies Act,1956.

xvi) The Company is depositing the Provident Fund except in some cases with delay.

xvii) There was no amount due for more than six months from the date of their becoming payable in respect of undisputed income tax, wealth tax, custom duty and excise duty as at the end of the financial year.There was no sales tax liability for the year. However,for previous periods,the company has been permitted to make payments in instalments by the authorities.

xviii) During the course of our examination of the books of the account carried out in accordance with the generally accepted auditing practices,we have neither come across any personal expenses which have been charged to these accounts, nor have we been informed of any such cases by the management.

xix) The Company is not a sick industrial Company within the meaning of Clause(0) of Section 3(1) of the sick Industrial Companies(Special Provision) Act,1985.

for M.L. Agarwal & Co., Chartered Acccuntants

M.L. Agarwal Proprietor

C-20,Bhagwan Das Road

"C" Scheme, Jaipur - 1

Dated: 30th October,2000