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Auditor Report of Sarda Plywood Industries Ltd.

Mar 31, 2016

Independent Auditors’ Report to the Members

Report on the standalone financial statements

We have audited the accompanying standalone financial statements of Sarda Plywood Industries Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement (in which are incorporated the accounts of Company’s branch at Delhi audited by other Auditors), and a summary of the significant accounting policies and other explanatory information for the year then ended.

Management’s responsibility for the standalone financial statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to 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 standalone 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give 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 the Act, we report that:

i. 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.

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

iii. 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.

iv. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

v. On the basis of the written representations received from the directors as at 31st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as at 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

vi. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note No. 28.2 to the financial statements.

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

c. There is no amount outstanding in the Investor Education and Protection Fund.

Statement referred to in paragraph ‘Report on Other Legal and Regulatory Requirements’ of our report of even date to the members of Sarda Plywood Industries Limited on the standalone financial statements for the year ended 31st March, 2016.

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

b) The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. 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) The inventories (excluding stocks with third parties) have been physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on such physical verification.

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms, and limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, clauses (iii) (a), (b) and (c) of paragraph 3 of the said order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are no guarantees and securities granted in respect of which provisions of Section 185 and 186 of the Companies Act 2013 are applicable. Based on our audit procedures performed and according to information and explanations given by the management, the Company has complied with provisions of Section 186 of the Act in respect of loans granted and investments.

(v) The Company has not accepted any deposit within the meaning of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. The directives issued by the Reserve Bank of India are not applicable to the Company.

(vi) As per the information and explanations given to us by the management, maintenance of cost records prescribed by the Central Government under sub-section (1) of section 148 of the Act is not applicable to the Company.

(vii) a) On the basis of our examination, the Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, to the extent applicable, with appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2016 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating to Rs, 844.37 Lakhs that have not been deposited on account of matters pending before appropriate authorities are as under: -

Sl.

No.

Name of the statute

Nature of dues

Amount (Rs,)

Period to which the amount relate

Forum where the dispute is pending

1.

Delhi Sales Tax Act, 1975

Sales Tax

77,86,548

1990-91

Addl. Commissioner of Sales Tax

2.

Central Sales Tax Act, 1956

Sales Tax

47,51,800

1990-91

Addl. Commissioner of Sales Tax

3.

Central Excise Act, 1944

Excise Duty

20,71,205

20011-12

Under Appeal Commissioner, Rajkot

4.

Central Excise Act, 1944

Service Tax

14,46,353

July’12 to Sept’13

Under Appeal Custom, Excise & Service Tax Appellate Tribunal

5.

Income Tax Act, 1961

Income Tax

87,429

1985-86

Income Tax Appellate Tribunal

6.

Central Excise Act, 1944

Excise Duty

6,82,93,531

April’ 10 to Feb’15

Asst. Commissioner of Central Excise.

TOTAL

8,44,36,866

(viii) The Company has not defaulted in repayment of loans or borrowings to financial institutions or banks or Government. The Company has not issued any debentures.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. On the basis of our examination and according to the information and explanations given to us, money raised by way of term loans have been applied for the purpose for which the loans were obtained.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations give 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, the Company is not a Nidhi Company. Therefore, clause (xii) of paragraph 3 of the said order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 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 the information and explanations give 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 the 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 them. Accordingly, clause (xv) of paragraph 3 of the said order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

“Annexure B” to the Independent Auditor’s Report of Even Date on the Standalone Financial Statements of Sarda Plywood Industries Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Sarda Plywood Industries Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone 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, to the extent applicable to an audit of internal financial controls, 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 were 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 judgment, 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 authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 31st March, 2016, 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 ICAI.

For G.P. Agrawal & Co.

Chartered Accountants

Firm’s Registration No. - 302082E

(CA. Rakesh Kumar Singh)

Place of Signature: Kolkata Partner

Date: 25th May, 2016 Membership No. 066421


Mar 31, 2015

We have audited the accompanying financial statements of Sarda Plywood Industries Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement(in which are incorporated the accounts of Company's branch at Delhi audited by other Auditors), and a summary of significant accounting policies and other explanatory information for the year then ended.

Management's responsibility for the financial statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 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 controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March, 2015 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 sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

i. 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.

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

iii. 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.

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

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

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

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 28.2 to the financial statements.

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

c. There is no amount outstanding in the Investor Education and Protection Fund.

Annexure to the Auditor's Report

Statement referred to in our report of even date to the members of Sarda Plywood Industries Limited on the financial statements for the year ended 31st March, 2015.

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

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

(ii) a) The inventories(excluding stocks with third parties) have been physically verified during the year by the management at reasonable intervals. In respect of inventories lying with third parties confirmation has been obtained from them.

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

c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act.Therefore, clauses (iii) (a) and (iii)(b) of paragraph 3 of the said order are not applicable to the Company.

(iv) On the basis of the information and explanation given to us, we are of the opinion that the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposit within the meaning of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. The directives issued by the Reserve Bank of India are not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government, the maintenance of Cost records has been prescribed under section 148(1) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required, have not made a detailed examination of such records.

(vii) a) On the basis of our examination, the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues, to the extent applicable, with appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating to Rs. 770.48 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the statute Nature of Amount No. dues (Rs.)

1. Delhi Sales Tax Act, 1975 Sales Tax 77,86,548

2. Central Sales Tax Act, 1956 Sales Tax 47,51,800

3. Central Excise Act, 1944 Excise Duty 20,71,205

4. Central Sales Tax Act, 1956 Sales Tax 11,25,516

5. Income Tax Act, 1961 Income Tax 87,429

6. Central Excise Act, 1944 Excise Duty 6,12,25,380

TOTAL 7,70,47,878

Sl. Name of the statute Period to which the Forum where the dispute No. amount relate is pending

1. Delhi Sales Tax Act, 1975 1990-91 Addl. Commissioner of Sales Tax

2. Central Sales Tax Act, 1990-91 Addl. Commissioner of 1956 Sales Tax

3. Central Excise Act, 1944 2007- 10 Under Appeal Commissioner, Rajkot

4. Central Sales Tax Act, 2009-10 Chairman Board of 1956 revenue (Govt. of Assam)

5. Income Tax Act, 1961 1985-86 Income Tax Appellate Tribunal

6. Central Excise Act, 1944 April' 10 to Sep'14 Asst. Commissioner of Central Excise.

c) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) The Company does not have accumulated losses exceeding 50% of its net worth at the end of the financial year and has not incurred any cash loss during the year covered by our audit but has incurred cash loss in the immediately preceding financial year.

(ix) The Company has not defaulted in payment of dues to financial institutions or banks. The Company has not issued any debentures.

(x) On the basis of our examination and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions.

(xi) On the basis of our examination and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained.

(xii) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially misstated.

For G.P. AGRAWAL & CO. Chartered Accountants Firm's Registration No. - 302082E

(CA. RAKESH KUMAR SINGH) Place of Signature: Kolkata Partner Date: 27th May, 2015 Membership No. 66421


Mar 31, 2014

We have audited the attached Balance Sheet of SARDA PLYWOOD INDUSTRIES LIMITED as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date (in which are incorporated the accounts of Company''s branch at Delhi audited by other Auditors) 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 flow of the Company in accordance with the Accounting Standards notified under 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 control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(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 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 Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of 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 notified under 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 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 31,2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT

Statement referred to in our report of even date to the members of SARDA PLYWOOD INDUSTRIES LIMITED on the financial statements for the year ended 31st March, 2014.

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

b) The fixed assets have been physically verified by the Management during the year. To the best of our knowledge, no material discrepancies were noticed on such verification.

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

(ii) a) The inventories (excluding stocks with third parties) have been physically verified during the year by the Management at reasonable intervals. In respect of inventories lying with third parties confirmation has been obtained from them.

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

c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii) a) 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 Act.

b) As the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in register maintained under section 301 of the Act, clauses (iii)(b) to (iii)(d) of paragraph 4 of the said order are not applicable to the Company.

c) The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of Act.

d) As the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act, clauses (iii)(f) to (iii)(g) of paragraph 4 of the said order are not applicable to the Company.

(iv) On the basis of information and explanation given to us, we are of the opinion that the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have we been informed of any instances of major weaknesses in the aforesaid internal control systems.

v) 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 have been entered in the register maintained under that section 301.

b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the Rules framed thereunder.

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

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where pur- suant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1)(d) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required, have not made a detailed examination of such records.

(ix) a) According to the records, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable. b) The disputed statutory dues aggregating to '' 668.68 lacs that have not been deposited on account of mat- ters pending before appropriate authorities are as under:

Sl. Name of the statute Nature of Amount(Rs.) No. dues

1. Delhi Sales Tax Act, 1975 Sales Tax 77,86,548

2. Central Sales Tax Act, 1956 Sales Tax 47,51,800

3. Central Sales Tax Act, 1956 Sales Tax 45,07,370

4. Central Sales Tax Act, 1956 Sales Tax 11,25,516

5. Income Tax Act, 1961 Income Tax 87,429

6. Central Excise Act, 1944 Excise Duty 4,86,09,103

TOTAL 6,68,67,766

Sl. Name of the statute Period to Forum where the No. which the dispute is pending amount relate

1. Delhi Sales Tax Act, 1975 1990-91 Addl. Commissioner of Sales Tax

2. Central Sales Tax Act, 1956 1990-91 Addl. Commissioner of Sales Tax

3. Central Sales Tax Act, 1956 2008-09 Chairman Board of revenue (Govt. of Assam

4. Central Sales Tax Act, 1956 2009-10 Chairman Board of revenue (Govt. of Assam

5. Income Tax Act, 1961 1985-86 Income Tax Appellate Tribunal

6. Central Excise Act, 1944 April'' 10 Asst. Commissioner to Dec'' 13 of Central Excise. TOTAL

(x) The Company does not have accumulated losses but has incurred cash loss during the year covered by our audit and in the immediate preceding financial year.

(xi) The Company has not defaulted in payment of dues to a financial institution or bank. Debentures have not been issued by the Company.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and similar securities.

(xiii) The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to this Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures or other investments. However, the in- vestments made by the Company in shares and other securities have been held by the Company in its own name.

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

(xvi) On the basis of our examination and according to the information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on the short term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any secured debentures.

(xx) The Company has not raised any moneys by public issue during the period covered by our audit report.

(xxi) To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially misstated.

For G.P. AGRAWAL & CO. Chartered Accountants F.R. No. 302082E 7A, Kiran Shankar Ray Road (CA. AJAY AGRAWAL) Kolkata - 700 001 Partner The 26th May 2014 Membership No. 17643


Mar 31, 2013

Report on the financial statements

We have audited the attached Balance Sheet of SARDA PLYWOOD INDUSTRIES LIMITED as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date (in which are incorporated the accounts of Company''s branch at Delhi audited by other Auditors) 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 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

(b) in the case of the Statement of Profit and Loss, 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 Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31, 2013, and 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For G.P. AGRAWAL & CO.

Chartered Accountants

F.R. No. 302082E

7A, Kiran Shankar Ray Road (CA. RAKESH KUMAR SINGH)

Kolkata - 700 001 Partner

The 29th May 2013 Membership No. 66421

ANNEXURE TO THE AUDITOR''S REPORT ,

Statement referred to in our report of even date to the members of S ARDA PLYWOOD INDUSTRIES LIMITED on the financial statements for the year ended 31st March, 2013.

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

b) The fixed assets have been physically verified by the Management during the year. To the best of our knowledge, no material discrepancies were noticed on such verification.

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

(ii) a) The inventories (excluding stocks with third parties) have been physically verified during the year by the Management at reasonable intervals. In respect of inventories lying with thud parties confirmation has been obtained from them.

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

c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) a) 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 Act.

b) As the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in register maintained under section 301 of the Act, clauses (iii)(b) to (iiiXd) of paragraph 4 of the said order are not applicable to the Company.

c) The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of Act.

d) As the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act, clauses (iii)(f) to (iiiXg) of paragraph 4 of the said order are not applicable to the Company.

(iv) On the basis of information and explanation given to us, we are of the opinion that the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our , examination and according to the information and explanation given to us, we have neither come across nor have we been informed of any instances of major weaknesses in the aforesaid internal control systems.

(v) 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 have been entered in the register maintained under that section 301. ;

b) In our opinion and according to information and explanations given to us, the transactions made in i pursuance of such contracts or arrangements have been made at prices which are reasonable having J , regard to prevailing market prices at the relevant time. j

(vi) The Company has not accepted any deposit within the meaning of section 58A, 58AA or any other relevant „ provisions of the Act and the Rules framed there under.

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

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1)(d) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required, have not made a detailed examination of such records.

(ix) a) According to the records, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable,

b) The disputed statutory dues aggregating to Rs. 528.28 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

SI. Name of the statute Nature of dues Amount (Rs.) Period to which the Forum where the dispute is pending amount relate

1. Delhi Sales Tax Act, 1975 Sales Tax 77,86,548 1990-91 Addl. Commissioner of Sales Tax

2. Central Sales Tax Act, 1956 Sales Tax_ 47,51,800 1990-91 Addl. Commissioner of Sales Tax

3. Value Added Tax Act, 2003 Sales Tax 1,16,47,430 2005-06 Dy.Commissioner of Sales Tax

4. Central Sales Tax Act, 1956 Sales Tax 70,769 2005-06 Dy.Commissioner of Sales Tax

5. Central Sales Tax Act, 1956 Sales Tax 45,07,370 2008-09 Dy.Commissioner of Sales Tax

6. Value Added Tax Act, 2003 Sales Tax 1,58,360 2008-09 Addl.Commis sioner of Sales Tax

7. Income Tax Act, 1961 Income Tax 87,429 1985-86 Income Tax Appellate Tri bunal

8. Central Sales Tax Act, 1956 Sales Tax 13,99,318 2007-08 to 2010-11 Gujrat Sales Tax Tribunal, Ahmedabad.

9. Value Added Tax Act, 2003 Sales Tax 99,760 2010-11 Gujrat Sales Tax Tribunal, Ahmedabad.

10. Central Excise Act, 1944 Excise Duty 2,20,86,729 April 10 to April''12 Asst. Commis sioner of Central Excise.

11. Assam Electri city Duty Act, Electri city Dues 2,32,590 Sep''05 to Mar''12 Dy. Commissioner of Taxes (Appeals) 1964 . (interest)_

TOTAL 5,28,28,103

(x) The Company does not have accumulated losses but has incurred cash loss during the year covered by our audit and in the immediate preceding financial year.

(xi) The Company has not defaulted in payment of dues to a financial institution or bank. Debentures have not been issued by the Company.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and similar securities.

(xiii) The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to this Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures or other investments. However, the investments made by the Company in shares and other securities have been held by the Company in its own name. ''

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

(xvi) On the basis of our examination and according to the information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on the short term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any secured debentures.

(xx) The Company has not raised any moneys by public issue during the period covered by our audit report.

(xxi) To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially misstated.

For G.P. AGRAWAL & CO.

Chartered Accountants

F.R. No. 302082E

7A, Kiran Shankar Ray Road (CA. RAKESH KUMAR SINGH)

Kolkata - 700 001 Partner

The 29th May 2013 Membership No. 66421


Mar 31, 2012

1. We have audited the attached Balance Sheet of SARDA PLYWOOD INDUSTRIES LIMITED as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date (in which are incorporated the accounts of Company's branch at Delhi audited by other Auditors), annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors Reports have been forwarded to us and have been appropriately dealt with in this report.

(iii) 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;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(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 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Act;

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

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

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date to the Members of SARDA PLYWOOD INDUSTRIES LIMITED on the accounts for the year ended 31st March. 2012.

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

b) The fixed assets have been physically verified by the Management during the year. To the best of our knowledge, no material discrepancies were noticed on such verification.

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

(ii) a) The inventories (excluding stocks with third parties) have been physically verified during the year by the Management at reasonable intervals. In respect of inventories lying with third parties confirmation has been obtained from some of the parties.

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

c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii) a) 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 Act.

b) As the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in register maintained under section 301 of the Act. clauses (iii)(b) to (iii)(d) of paragraph 4 of the said order are not applicable to the Company.

c) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of Act.

d) As the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act. clauses (iii)(f) to (iii)(g) Of paragraph 4 of the said order are not applicable to the Company.

(iv) On the basis of information and explanation given to us, we are of the opinion that the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have we been informed of any instances of major weaknesses in the aforesaid internal control systems.

v) 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 have been entered in the register maintained under that section 301.

b) In our opinion and according to information and explanations given to us. the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the Rules flamed thereunder.

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

(viii) We have broadly reviewed the books of account maintained by the company in respect of products where pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(l)(d) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We. however, as not required, have not made a detailed examination of such records.

(ix) a) According to the records, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating to Rs. 376.41 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

SI Name of the Nature Amount No Statute of dues (Rs. )

1. Delhi Sales Tax Act, 1975 Sales Tax 77,86,548

2. Central Sales Tax Act, 1956 Sales Tax 47,51,800

3. Value Added Tax Act, 2003 Sales Tax 1,16,47,430

4. Central Sales Tax Act,1956 Sales Tax 70,769

5, Income Tax Act, 1961 Income Tax 87,429

6. Central Sales Tax Act, 1956 Sales Tax 13,99,318

7. Value Added Tax Act, 2003 Sales Tax 99,760

8. Central Excise Act, 1994 Excise Duty 41,58,216

9. Central Excise Act, 1994 Excise Duty 78,39,306

TOTAL 3,76,40,576



SI Name of the Period to Forum where the No Statute which the dispute is pending amount relate

1. Delhi Sales Tax Act, 1975 1990-91 Addl. Commissioner of Sales Tax

2. Central Sales Tax Act, 1956 1990-91 Addl. Commissioner of Sales Tax

3. Value Added Tax Act, 2003 2005-06 Dy. Commissioner of Sales Tax

4. Central Sales Tax Act,1956 2005-06 Dy. Commissioner of Sales Tax

5. Income Tax Act, 1961 1985-86 Income Tax Appellate Tribunal

6. Central Sales Tax Act, 1956 2007-08 to Apple Tribunal, 2010-11 Ahmedabad.

7. Value Added Tax Act, 2003 2010-11 Apple Tribunal, Ahmedabad.

8. Central Excise Act, 1994 April 10 to Asst. Commissioner Sept' 10 of Central Excise

9. Central Excise Act, 1994 April 10 to Asst. Commissioner Sept' 10 of Central Excise

(x) The Company does not have accumulated losses but has incurred cash loss during the year covered by our audit.

(xi) The Company has not defaulted in payment of dues to a financial institution or bank. Debentures have not been issued by the Company.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and similar securities.

(xiii) The provisions of any special statue applicable to Chit Fund. Nidhi or Mutual Benefit Society are not applicable to this Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures or other investments. However, the investments made by the Company in shares and other securities have been held by the Company in its own name.

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

(xvi) On the basis of our examination and according to the information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on the short term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any secured debentures.

(xx) The Company has not raised any moneys by public issue during the period covered by our audit report.

(xxi) To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially misstated.



For GP. AGRAWAL & CO. Chartered Accountants (F. R. No. 302O82E)

CA. RAKESH KUMAR SINGH (Membership No. 66421) Partner

7A, Kiran Shanker Ray Road Kolkata - 700 001

The 29th May 2012


Mar 31, 2010

1. We have audited the attached Balance Sheet of SARDA PLYWOOD INDUSTRIES LIMITED as at 31st March. 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date (in which are incorporated the accounts of Companys branch at Delhi audited by other Auditors), 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.

2. 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 our opinion.

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

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

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

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors Report have been forwarded to us and have been appropriately dealt with in this report.

(iii) The Balance Sheet, Profit and 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, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(v) On the basis of written representations received from the Directors, as on 31s1 March, 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31sl March. 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Act;

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

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

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

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in Auditors Report of even date to the Members of SARDA PLYWOOD INDUSTRIES LIMITED on the Accounts for the year ended 31st March 2010.

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

b) The fixed assets have been physically verified by the Management during the year. To the best of our knowledge, no material discrepancies were noticed on such verification.

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

(ii) a) The inventories (excluding stocks with third parties) have been physically verified during the year by the Management at reasonable intervals. In respect of inventories lying with third parties confirmation has been obtained from some of the parties.

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

c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) a) 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 Act.

b) As the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in register maintained under section 301 of the Act, clauses (iii)(b) to (iii)(d) of paragraph 4 of the said order are not applicable to the Company.

c) The Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

d) As the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act, clauses (iii)(f) to (iii)(g) of paragraph 4 of the said order are not applicable to the Company.

(iv) On the basis of information and explanation given to us, we are of the opinion that the Company lias an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have we been informed of any instances of major weaknesses in the aforesaid internal control systems.

(v) 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 have been entered in the register maintained under that section 301.

b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit within the meaning of section 58A. 58AA or any other relevant provisions of the Act and the Rules framed thereunder.

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

(viii) We have broadly reviewed the books of account maintained by the company in respect of products where pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1 )(d) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We, however, as not required, have not made a detailed examination of such records.

(ix) a) According to the records, the Company is regular in depositing undisputed statutory dues including Provident Fund. Investor Education and Protection Fund, Employees State Insuance. Income Tax. Wealth Tax. Service Tax, Sales Tax, Custom Duty. Excise Duty. Cess and other statutory dues with appropriate authorities. According to the information and explanations given to us. no undisputed amounts paable in respect of the aforesaid dues were outstanding as at 31s March, 2010 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating to Rs. 243.85 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl Name of the Nature Amount Period to which Forum where the No Statute of dues (Rs.) the amount relate dispute is pending

1. Delhi Sales Tax Act. 1975 Sales Tax 77,86,548 1990-91 Addl. Commissioner of Sales Tax

2. Central Sales Tax Act, 1956 Sales Tax 47,51,800 1990-91 Addl. Commissioner of Sales Tax

3. West Bengal Sales Tax Sales Tax 41,063 2000-01 Appellate & Revisional Board

Act,1994

4.Value Added Tax Act. 2003 Sales Tax 1,16,47,430 2005-06 Dy.Commissioner of Sales Tax

5.Central Sales Tax Act, 1956 Sales Tax 70,769 2005-06 Dy.Commissioner of Sales Tax

6.Income fax Act, 1961 Income Tax 87,429 1985-86 Income fax Appellate Tribunal



(x) The Company does not have accumulated losses and has not incurred any cash loss during the year covered by our audit. However, Cash loss incurred during the immediately preceding financial year has been set off with the brought forward balance in the Profit & Loss Account.

(xi) The Company has not defaulted in payment of dues to a financial institution or bank. Debentures have not been issued by the Company.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and similar securities.

(xiii) The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicable to this Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures or other investments. However, the investments made by the Company in shares and other securities have been held by the Company in its own name.

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

(xvi) On the basis of our examination and according to the information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on the short term basis have not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any secured debentures.

(xx) The Company has not raised any moneys by public issue during the period covered by our audit report.

(xxi) To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially misstated.

For G.P. AGRAWAL & CO.

Chartered Accountants

(CA. SUNITA KED1A)

7A, Kiran Shankar Ray Road Membership No. 60162

Kolkata - 700 001 Partner

The 27th May 2010 F. R. No. 302082E

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