Auditor Report of Shrenuj & Company Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Shrenuj & Co. Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and 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

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

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with 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 Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

a We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO AUDITOR''S REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

1. In respect of its fixed assets:

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

b As explained to us all the fixed assets have been physically verified by the Management at the end of the accounting year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c In our opinion, 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.

2. In respect of its inventories:

a As explained to us, inventories have been physically verified by the management at regular intervals during the year, except for inventories lying with third parties in respect whereof the company has obtained necessary confirmations.

b In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories 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 inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a The Company has given loans to six wholly owned subsidiary Companies during the year aggregating to Rs. 246.28 million, the maximum amount of loans outstanding at any time during the year was Rs. 1,768.66 million and the year-end balance in respect of the said loans outstanding is Rs 1,692.20 million.

b In our opinion and according to the information and explanation given to us, having regard to the long term involvement of the Company with its wholly-owned subsidiaries, the rate of interest wherever applicable, and other terms and condition of the said loans, are not prima facie prejudicial to the interest of the Company.

c The principal amounts are repayable over a period of seven to ten years while interest wherever applicable is payable annually.

d In respect of the said loans and interest thereon wherever applicable, there are no overdue amounts.

e The Company has taken loans from Six parties as listed in register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,062.62 million and year- end balance in respect of the said loans is Rs. 1,046.57 million.

f In our opinion and according to information and explanations given to us, the rate of Interest, wherever applicable, and the other terms and conditions of the said loans are not prima facie pre judicial to the interest of the Company.

g In respect of the loans taken by the Company, payment of Interest and principal amounts, are regular wherever applicable.

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

5. In respect of transactions covered under Section 301 of the Companies Act, 1956, in our opinion and according to the information and explanations given to us:

a The transactions made in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b In respect of transactions for purchase and sale of goods in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, pricing essentially involves technical appraisal. However, we have been informed by the management, that these transactions have been effected at the prevailing market rates in the given conditions.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No orders in respect of said deposits have been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, Courts of any other Tribunals.

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

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

9. In respect of statutory dues:

a According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues, as may be applicable, have been generally regularly deposited with the 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 Rs. 126.43 million that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. Name of the Nature of the dues Forum where dispute is period to which Amount No. Statute pending amount relates (Rs. Million)

1. Income Tax Act, Income-Tax Commissioner of Income- FY 2000-01 0.21 1961 Tax (Appeals) FY 2001-02 5.37

FY 2002-03 0.92

FY 2005-06 2.35

Appellate Tribunal FY 1989-90 0.39

FY 1999-00 0.35

FY 2007-08 40.40

FY 2008-09 76.44

2. The Bombay Sales Sales Tax Commissioner (Appeals) FY 1994-95 0.34 Tax Act

TOTAL: 126.43

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash loss during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, or banks. The Company has not raised any money by issue of debentures.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company is not dealing or trading in shares, securities, debentures or other investments. The investments made by the Company are held in its own name except to the extent of the exemption under Section 49 of the Companies Act, 1956.

15. The Company has given guarantees for loans taken by its subsidiary and associate companies from banks. According to the information and explanations given to us by the management, and having regard to the long term involvement of the Company with its subsidiaries and associates, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interests of the Company.

16. In our opinion, the term loans outstanding at the beginning of the year as well as those raised during the year have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments during the year.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not raised any monies by issue of debentures.

20. The Company has not raised any monies by making a public issue during the year.

21. 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.

For Rajendra & Co.

Chartered Accountants

(Firm Registration No. 108355W)

Akshay R. Shah

Partner

Membership No.: 103316

Mumbai

Dated: 23rd May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SHRENUJ & COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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.

Auditors'' Responsibility

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

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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

opinion

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

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

(b) In the case of the Statement of Profit and Loss, of the profit 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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

ANNEXURE TO AUDITOR''S REPORT

Referred to in Paragraphl under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

1. In respect of its fixed assets:

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

b. As explained to us all the fixed assets have been physically verified by the Management at the end of the accounting year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, 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.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year, except for inventories lying with third parties in respect whereof the Company has obtained necessary confirmations.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories 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 inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has given loans to six wholly owned subsidiary companies during the year aggregating to Rs. 1186.62 million, the maximum amount of loans outstanding at any time during the year was Rs. 1615.09 million and the year-end balance in respect of the said loans outstanding is Rs. 1613.11 million.

b. In our opinion and according to the information and explanation given to us, having regard to the long term involvement of the Company with its wholly-owned subsidiaries, the rate of interest wherever applicable, and other terms and condition of the said loans, are not prima facie prejudicial to the interest of the Company.

c. The principal amounts are repayable over a period of seven to ten years while interest wherever applicable is payable annually.

d. In respect of the said loans and interest thereon wherever applicable, there are no overdue amounts.

e. The Company has taken loans from nine parties as listed in register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1432.85 million and year end balance in respect of the said loans is Rs. 1024.32 million.

f. In our opinion and according to information and explanations given to us, the rate of Interest, wherever applicable, and the other terms and conditions of the said loans are not prima facie prejudicial to the interest of the Company.

g. In respect of the loans taken by the Company, payment of Interest and principal amounts, are regular wherever applicable.

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

5. In respect of transactions covered under Section 301 of the Companies Act, 1956, in our opinion and according to the information and explanations given to us:

a. The transactions made in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In respect of transactions for purchase and sale of goods in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, pricing essentially involves technical appraisal. However, we have been informed by the management, that these transactions have been effected at the prevailing market rates in the given conditions.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No orders in respect of said deposits have been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, Courts of any other Tribunals.

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

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

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues, as may be applicable, have been generally regularly deposited with the 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. 72.59 million that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. Name of the Nature of Forum where dispute is No. statute the Dues pending

1. Income Tax Act, Income-Tax Commissioner of Income-Tax 1961 (Appeals)

Appellate Tribunal

2. The Bombay Sales Tax Commissioner (Appeals) Sales Tax Act

Name of the Statute Period to Amount which amount (Rs. Million) relates

Income Tax Act 1961 FY 01-02 5.37

FY 02-03 0.92

FY 05-06 2.35

FY 07-08 62.62

FY 89-90 0.39

FY 99-00 0.35

FY 2000-01 0.21

The Bombay Sales Tax Act FY 94-95 0.34

FY 95-96 0.04

TOTAL 72.59

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash loss during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, or banks. The Company has not raised any money by issue of debentures.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company is not dealing or trading in shares, securities, debentures or other investments. The investments made by the Company are held in its own name except to the extent of the exemption under Section 49 of the Companies Act, 1956.

15. The Company has given guarantees for loans taken by its subsidiary and associate companies from banks. According to the information and explanations given to us by the management, and having regard to the long term involvement of the Company with its subsidiaries and associates, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interests of the Company.

16. In our opinion, the term loans outstanding at the beginning of the year as well as those raised during the year have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long- term investments during the year.

18. The Company has made preferential allotment of shares to parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The price at which such shares are allotted is not prima facie prejudicial to the interest of the Company.

19. The Company has not raised any monies by issue of debentures.

20. The Company has not raised any monies by making a public issue during the year.

21. 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.

For RAJENDRA & CO.

Chartered Accountants

(Firm Registration No. 108355W)

Akshay R. Shah

Partner

Membership No.: 103316

Mumbai

Dated: 23rd May, 2013

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Mar 31, 2012

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

1. 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. 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, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

b) In our opinion, proper books of account, as required by law, have been kept by the Company, so far as 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 dealt with by this report comply with the mandatory Accounting Standards referred 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 31st March 2012 and taken on record by the Board of Directors, we report that, none of the directors are disqualified as on 31st March, 2012 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

f) Without qualifying our report, we draw attention to:

Note No. 2b of financial statement regarding adoption of principles of hedge accounting enunciated in the Accounting Standard (AS) 30 - Financial Instruments Recognition and Measurement, in respect of derivative transaction entered into to hedge foreign currency risk. Accordingly, the net notional loss amounting to Rs. 6.92 million on such derivative transactions which have been designated as effective cash flow hedges have been recorded in the Hedging Reserve Account.

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

(i) in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(ii) in so far as it relates to the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

(iii) in so far as it relates to the Cash Flow Statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT

Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

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

b. As explained to us all the fixed assets have been physically verified by the Management at the end of the accounting year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, 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.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year, except for inventories lying with third parties in respect whereof the Company has obtained necessary confirmations.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories 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 inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has given loans to four wholly owned subsidiary Companies during the year aggregating to Rs. 143.28 million, the maximum amount of loans granted by the Company at any time during the year was Rs. 709.72 million and the year-end balance in respect of the said loans outstanding is Rs 489.95 million.

b. In our opinion and according to the information and explanation given to us, having regard to the long term involvement of the Company with its wholly-owned subsidiaries, the said interest-free loans are not prima facie prejudicial to the interest of the Company.

c. There are no stipulations as regards repayment of principal amounts and all the loans granted are interest free there is no question of recovering the interest amount.

d. There are no stipulations as regards repayment of principal amount and therefore, the question of overdue amounts does not arise.

e. The Company has taken loans from nine parties during the year. The year-end balance in respect of the said loans is Rs. 1,243.62 million.

f. Of the above, loan from four relatives is interest free and in respect of other four parties, based on the audit procedures performed by us, in our opinion, the rate of interest and other terms and conditions of the said loans are not prima facie prejudicial to the interest of the Company.

g. The interest payments, wherever applicable, have been regularly paid by the Company.

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

5. In respect of transactions covered under Section 301 of the Companies Act, 1956, in our opinion and according to the information and explanations given to us:

a. The transactions made in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In respect of transactions for purchase and sale of goods in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, pricing essentially involves technical appraisal. However, we have been informed by the management, that these transactions have been effected at the prevailing market rates in the given conditions.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No orders in respect of said deposits have been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, Courts of any other Tribunals.

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

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

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues, as may be applicable, have been generally regularly deposited with the 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. 95.09 million that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. No. Name of the statute Nature of the Dues Forum where dispute is pending

1. Income Tax Act, 1961 Income-Tax Commissioner of Income- Tax (Appeals)

Appellate Tribunal

2. The Bombay Sales Sales Tax Commissioner (Appeals) Tax Act

TOTAL:

Name of the Statute Period to which Amount amount relates (Rs. Million)

Income Tax Act,1961 FY 01-02 5.37

FY 02-03 0.92

FY 05-06 2.35

F.Y.07-08 85.12

FY 89-90 0.39

FY 99-00 0.35

FY 2000-01 0.21

The Bombay Sales Tax Act FY 94-95 0.34

FY 95-96 0.04

TOTAL 95.09

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, or banks. The Company has not raised any money by issue of debentures.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company is not dealing or trading in shares, securities, debentures or other investments. The investments made by the Company are held in its own name except to the extent of the exemption under Section 49 of the Companies Act, 1956.

15. The Company has given guarantees for loans taken by its subsidiary and associate companies from banks. According to the information and explanations given to us by the management, and having regard to the long term involvement of the Company with its subsidiaries and associates, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interests of the Company.

16. In our opinion, the term loans outstanding at the beginning of the year as well as those raised during the year have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments during the year.

18. The Company has made preferential allotment of shares on exercise of options granted in earlier years under the ESOP Schemes to parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The price at which such shares are allotted is not prima facie prejudicial to the interest of the Company.

19. The Company has not raised any monies by issue of debentures.

20. The Company has not raised any monies by making a public issue during the year.

21. 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.

For Rajendra & Co.

Chartered Accountants

(Firm Registration No. 108355W)

Akshay R. Shah

Partner

Membership No.: 103316

Mumbai

Dated: 28th May, 2012

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Mar 31, 2010

We have audited the attached Balance Sheet of SHRENUJ & COMPANY LIMITED as at 31st March 2010 and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. 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, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

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

d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred 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 31st March 2010 and taken on record by the Board of Directors, we report that, none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956;

f) Without qualifying our report, we draw attention to:

Note No. 2 of Schedule O regarding adoption of principles of hedge accounting enunciated in the Accounting Standard (AS) 30 – Financial Instruments Recognition and Measurement, in respect of derivative transaction entered into to hedge foreign currency risk. Accordingly, the net notional gain amounting to Rs. 603.88 lacs on such derivative transactions which have been designated as effective cash flow hedges have been recorded in the Hedging Reserve Account.

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

(i) in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(ii) in so far as it relates to the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

(iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

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

b. As explained to us all the fixed assets have been physically verified by the Management at the end of the accounting year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, 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.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year, except for inventories lying with third parties in respect whereof the company has obtained necessary confirmations.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories 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 inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has granted loans to eight Companies during the year aggregating to Rs.2474.37 lacs, the maximum amount of loans granted by the Company at any time during the year was Rs. 7519.83 lacs and the year-end balance in respect of the said loans outstanding is Rs 6527.16 lacs.

b. Six of the aforesaid Companies are wholly-owned subsidiaries of the Company and interest-free loans have been granted to them. The other two loans are interest-bearing loans given to the associate of the Company. Based on the audit procedures performed, in our opinion, having regard to the long term involvement of the Company with its wholly-owned subsidiaries, the said six interest-free loans are not prima facie prejudicial to the interest of the Company and in respect of the two interest-bearing loan, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c. There are no stipulations as regards repayment of principal amounts and in respect of interest-bearing loans the payment of interest is generally regular.

d. There are no stipulations as regards repayment of principal amount and therefore, the question of overdue amounts does not arise.

e. The Company has taken loans from nine parties during the preceding year. The year-end balance in respect of the said loans is Rs 2594.24 lacs.

f. Of the above, loan from three Directors and three relatives is interest free and in respect of other three parties, based on the audit procedures performed by us, in our opinion, the rate of interest and other terms and conditions of the said loans are not prima facie prejudicial to the interest of the Company.

g. The interest payments, wherever applicable, have been regularly paid by the Company.

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

5. In respect of transactions covered under Section 301 of the Companies Act, 1956, in our opinion and according to the information and explanations given to us:

a. The transactions made in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In respect of transactions for purchase and sale of goods in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, pricing essentially involves technical appraisal. However, we have been informed by the management, that these transactions have been effected at the prevailing market rates in the given conditions.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No orders in respect of said deposits have been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, Courts of any other Tribunals.

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

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues, as may be applicable,

have been generally regularly deposited with the 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, 2010 for a period of more than six months from the date of becoming payable. b. The disputed statutory dues aggregating to Rs. 76.24 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, or banks. The Company has not raised any money by issue of debentures.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company is not dealing or trading in shares, securities, debentures or other investments. The investments made by the Company are held in its own name except to the extent of the exemption under Section 49 of the Companies Act, 1956.

15. The Company has given guarantees for loans taken by its subsidiary and associate companies from banks. According to the information and explanations given to us by the management, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interests of the Company.

16. In our opinion, the term loans outstanding at the beginning of the year as well as those raised during the year have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments during the year.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not raised any monies by issue of debentures.

20. The Company has not raised any monies by making a public issue during the year.

21. 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.

For Rajendra & Co

Chartered Accountants

(Firm Registration No. 108355W)

A. R. Shah

Partner

Membership No.: 47166

Place : Mumbai

Dated: 28th May, 2010