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Auditor Report of Standard Industries Ltd.

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Standard Industries Limited ("the Company"), which comprise the balance sheet as at March 31, 2015, the statement of Profit and Loss, the Cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. 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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the act, read with rule 7 of the Companies (accounts) rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. 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 thereunder.

4. 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.

5. 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. an audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

7. 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 March 31, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

8. We draw attention to note 25 (n) to the financial statements regarding the Company's financial involvement (viz. equity investment of Rs. 60.78 lakhs and loans and advances aggregating Rs. 4058.22 lakhs) in standard salt Works Limited, a wholly owned subsidiary company. The Company considers no provision for any loss is currently necessary in the financial statements for the reasons stated in the note. our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. as required by the Companies (auditor's report) order, 2015 ("the order") issued by the Central Government in terms of section 143 (11) of the act, we give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

10. as required by section 143(3) of the act, we report that:

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

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

(c) The balance sheet, the 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 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.

(e) on the basis of written representations received from the directors as on March 31, 2015 taken on record by the board of directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of section 164(2) of the act.

(f) With respect to the other matters to be included in the auditor's report in accordance with rule 11 of the Companies (audit and auditors) rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements in accordance with the generally accepted accounting practice – also refer note 25 (a) to the financial statements.

(ii) The Company did not have any long-term contracts (including derivative contracts) for which a provision is required for material foreseeable losses under the applicable law or accounting standards.

(iii) There are no amounts that are due to be transferred during the year to the Investor education and Protection fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(REFERRED TO IN PARAgRAPH 9 UNDER 'REPORT ON OTHER LEgAL AND REgULATORy REQUIREMENTS' SECTION OF OUR REPORT OF EVEN DATE ON THE ACCOUNT OF STANDARD INDUSTRIES LIMITED ("THE COMPANY") FOR THE YEAR ENDED MARCH 31, 2015)

(i) 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) 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 explanation given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) as explained to us, inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the act, and accordingly, the provisions of clause (iii) of paragraph 3 of the order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. during the course of our audit we have not observed any major weakness in such internal control system.

(v) according to the information and explanations given to us, the Company has not accepted any deposits, and accordingly, the provisions of clause

(v) of paragraph 3 of the order are not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, the Companies (Cost records and audit) rules, 2014 specified by the Central Government under section 148 of the act, are not applicable to the Company.

(vii) according to the information and explanation given to us and the records of the Company examined by us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues including Provident fund, employees' state Insurance, Income-tax, sales-tax, Wealth-tax, service Tax, Customs duty, excise duty, Value added Tax, cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of the aforesaid dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) There were no dues of sales Tax, Wealth Tax, service Tax, duty of Custom, Value added Tax and Cess, as applicable, which have not been deposited as at March 31, 2015 on account of any dispute with the relevant authorities. The details of dues of Income Tax and duty of excise which have not been deposited as at March 31, 2015 on account of any disputes are given below:

Name of Nature of Amount statute the dues (in Lakhs)

Income- Income-tax 39.95 Tax act, 1961

Central excise 106.93 excise act, duty 1944

excise 175.11 duty

excise 138.87 duty

excise 129.37 duty

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

Income 2008-09 appellate Tax Act, 1961 authority - Commissioner level

Central 1996-97 to appellate Excise Act, 1944 1998-99 authority - Commissioner level

1981-82 to-1983-84, 1983-84 appellate to-1987-88, authority - Tribunal level

1994-1995 and 1996-97 to- 1999-2000

1996-97 appellate to-1997-1998, authority - and assistant/deputy 1999-2000 Commissioner level

1995-96 high Court of to-1997-1998 Bombay

(c) There are no amounts that are required to be transferred during the year to the Investor education and Protection fund by the Company, and accordingly, the provisions of clause (viic) of paragraph 3 of the order are not applicable to the Company.

(viii) The Company does not have accumulated losses at the end of the financial year and the Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) according to the information and explanations given to us, the Company has neither taken any loan from financial institutions, banks nor have issued any debentures during the year, and accordingly, the provisions of clause (ix) of paragraph 3 of the order are not applicable to the Company.

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

(xi) according to the information and explanations given to us, the Company has not obtained any term loans during the year, and accordingly, the provisions of clause (xi) of paragraph 3 of the order are not applicable to the Company.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no significant fraud on the Company or no fraud by the Company was noticed or reported during the year.

for deloitte haskins & sells LLP

Chartered Accountants

(firm's registration no.: 117366W/W-100018)

a. sIddharTh

Partner

Membership no.: 31467

Mumbai,

Dated: May 29, 2015


Mar 31, 2014

We have audited the accompanying financial statements of standard Industries Limited (the Company), which comprise the balance sheet as at March 31, 2014, the statement of profit and Loss and the Cash flow statement for the year then ended, and a summary of the significant accounting policies and 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 notifed under the Companies act, 1956 ("the act") (which continue to be applicable in respect of section 133 of the Companies act, 2013 in terms of General Circular 15/2013 dated september 13, 2013 of the Ministry of Corporate affairs) 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 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. an audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the statement of profit and Loss, of the loss of the Company for the year ended on that date; and

(c) in the case of the Cash flow statement, of the cash flows of the Company for the year ended on that date.

Emphasis of Matter

We draw attention to note no. 25(m) forming part of the financial statements, regarding reversal during the year in respect of sale of Transferable development rights (Tdr) amounting to Rs. 403.80 lakhs, sold to one of its subsidiaries in an earlier year, consequent to the termination of the Memorandum of understanding and execution of a deed of cancellation between the Company and the said subsidiary, for the reasons stated in the said note our opinion is not qualified in respect of this matter.

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 in terms of section 227(4a) of the act, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

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

(b) In our opinion, proper books of 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 notifed under the act (which continue to be applicable in respect of section 133 of the Companies act, 2013 in terms of General Circular 15/2013 dated september 13, 2013 of the Ministry of Corporate affairs);

(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 section 274(1) (g) of the act.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT RE: STANDARD INDUSTRIES LIMITED (REFERRED TO IN PARAgRAPH 1 UNDER ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'' SECTION OF OUR REPORT OF EVEN DATE)

(i) The nature of the Company''s business/ activities during the year are such that clauses (xiii) and (xiv) of paragraph 4 of the order are not applicable to the Company.

(ii) 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) all the assets have not been physically verifed by the management during the year but there is a regular programme of verifcation which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. according to information and explanations given to us, no material discrepancies were noticed on such verifcation;

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

(iii) In respect of its inventories:

(a) as explained to us, the inventories have been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable;

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation 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) In our opinion and according to information and explanations given to us, the Company has maintained proper records of inventories and no material discrepancies were noticed on physical verifcation.

(iv) according to information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies act, 1956. Consequently, requirements of clause (iii) of paragraph 4 of the order are not applicable to the Company for the year.

(v) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. during the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system. There is no sale of services by the Company.

(vi) (a) according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to section 301 that need to be entered in the register maintained under section 301 of the Companies act, 1956 have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) according to the information and explanations given to us, the Company has not accepted any deposits from the public.

(viii) In our opinion, the internal audit functions carried out during the year by firm of Chartered accountants appointed by the management have been commensurate with the size of the Company and nature of its business.

(ix) We are informed that, during the year there were no production activities carried out by the Company. hence, as per information and explanation given to us the maintenance of prescribed cost records, under section 209(1)(d) of the Companies act,1956 is not required. (also refer note 25 (o) of financials statements).

(x) according to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed 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 material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident fund, Investor education and Protection fund, employees'' state Insurance, Income-tax, Value added Tax, Wealth Tax, service Tax, Customs duty, excise duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) d etails of dues of Income-tax, Value added Tax, Wealth Tax, service Tax, Custom duty, excise duty and Cess which have not been deposited as on March 31, 2014 on account of disputes are given below:

Name of Nature of Amount Period to Forum where statute the dues (RS in which the dispute is Lakhs) amount pending relates

Income-Tax additional 154.41 Various Year Commissioner act, 1961 Income-tax of Income-tax demand/ (appeals) Penalty

Central additional 106.93 Various Year Commissioner of excise act, excise duty Central excise 1944 liability

Central additional 178.60 Various Year CesTaT excise act, excise duty 1944 liability

Central additional 138.87 Various Year assistant /deputy excise act, excise duty Commis sioner of 1944 liability Central excise Central additional 129.37 Various Year high Court of excise act, excise duty bombay 1944 liability

employees'' Claims for 13.73 Various Year regional director state Contractors'' of employees'' Insurance Workers state Insurance act, 1948 Corporation

(xi) The Company has no accumulated losses as at the end of the year. The Company has incurred cash losses in the current financial year covered by our audit and in the immediately preceding financial year.

(xii) The Company did not have any borrowings from banks or financial institutions or in the form of debentures.

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

(xiv) according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) according to information and explanations given to us, the Company has not taken term loans during the year.

(xvi) In our opinion and 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 short-term basis have, prima facie, not been used during the year for long-term investment.

(xvii) 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.

(xviii) according to the information and explanations given to us, the Company has not issued any debentures during the year.

(xix) according to the information and explanations given to us, the Company has not raised any money by way of public issues during the year.

(xx) according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

for deloitte haskins & sells LLP Chartered Accountants (firm''s registration no.: 117366W/W-100018)

a. b. Jani Partner Membership no.:46488

Mumbai, Dated: May 13, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of standard Industries Limited (the Company), which comprise the balance sheet as at March 31, 2013, the statement of Proft and Loss and the Cash flow statement for the year then ended, and a summary of the signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting standards referred to in section 211(3C) of the Companies act, 1956 (the act) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial statements are free from material misstatement. an audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. an audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial 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 Proft and Loss, of the loss of the Company for the year ended on that date; and

(c) in the case of the Cash flow statement, of the cash fows of the Company for the year ended on that date.

Emphasis of Matter

We draw attention to note no. 25(n) forming part of the financial statements, regarding recognition of revenue, in the previous year, of Rs. 403.80 lakhs on transfer of Transferable development rights (Tdr) on a piece of land owned by the Company on the basis of a Memorandum of understanding entered into by the Company with one of its subsidiary, pending receipt of development rights Certifcate (drC), the title document for the Tdr, by the Company and endorsement thereo fn the name of the said subsidiary. our audit report on the fnancial statements for the year ended March 31, 2012 was modifed accordingly. The Company is still in the process of obtaining the drC and has during the year, further extended the Mou up to november 30, 2013, as detailed in the said note. our opinion is not qualifed in respect of this matter.

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 in terms of section 227(4a) of the act, we give in the annexure a statement on the matters specifed in paragraphs 4 and 5 of the order.

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

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

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

(c) The balance sheet, the statement of Proft 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 Proft 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 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 disqualifed as on March 31, 2013 from being appointed as a director in terms of section 274(1) (g) of the act.

(i) The nature of the Company''s business/ activities during the year are such that clauses (xiii) and (xiv) of paragraph 4 of the order are not applicable to the Company.

(ii) In respect of its fxed assets:

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

(b) all the assets have not been physically verifed by the management during the year but there is a regular programme of verifcation which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. no material discrepancies were noticed on such verifcation;.

(c) The Company has not disposed off a substantial part of fxed assets during the year.

(iii) In respect of its inventories:

(a) The inventories have been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation 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) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventories. The discrepancies noticed on verifcation between the physical stocks and book records were not material.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, frms or other parties covered in the register maintained under section 301 of the Companies act, 1956. Consequently, requirements of clause (iii) of paragraph 4 of the order are not applicable to the Company for the year.

(v) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fxed assets and with regard to the sale of goods and services. during the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(vi) (a) according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to section 301 that need to be entered in the register maintained under section 301 of the Companies act, 1956 have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding the value of rs. 5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

(viii) In our opinion, the internal audit functions carried out during the year by frm of Chartered accountants appointed by the management have been commensurate with the size of the Company and nature of its business.

(ix) We are informed that, during the year there were no production activities carried out by the Company. hence, as per information and explanation given to us the maintenance of prescribed cost records, under section 209(1)(d) of the Companies act,1956 is not required. (also refer note 25 (p) of financials statements)

(x) according to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident fund, Investor education and Protection fund, employees'' state Insurance, Income-tax, Value added Tax, Wealth Tax, Customs duty, excise duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident fund, Investor education and Protection fund, employees'' state Insurance, Income-tax, Value added Tax, Wealth Tax, Customs duty, excise duty, Cess and other material statutory dues in arrears as at March 31, 2013 for a period of more than six months from the date they became payable.

(xi) The Company has no accumulated losses as at the end of the year. The Company has incurred cash losses in the current fnancial year covered by our audit and in the immediately preceding fnancial year.

(xii) The Company did not have any borrowings from banks or fnancial institutions or in the form of debentures.

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

(xiv) according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or fnancial institutions.

(xv) according to information and explanations given to us, the Company has not taken term loans during the year.

(xvi) In our opinion and 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 short-term basis have not been used during the year for long- term investment.

(xvii) 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.

(xviii) according to the information and explanations given to us the Company has not issued any debentures during the year.

(xix) The Company has not raised any money by way of public issues during the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

for deloitte haskins & sells

Chartered accountants

(registration no. 117366W)

a. b. Jani

Partner

Membership no. 46488

Mumbai,

Dated : May 21, 2013


Mar 31, 2012

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

2. We conducted our audit in accordance with the 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 in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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;

(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 Section 211(3C) of the Companies Act, 1956, except for recognition of revenue on transfer of Transferable Development Rights on the basis of a Memorandum of Understanding, as detailed in Note 25(q) to the financial statements.

(v) Attention is invited to the Note 25(q) to the financial statements regarding accounting for consideration amounting to Rs. 403.80 lakhs on transfer of Transferable Development Rights (TDR) on a piece of land owned by the Company on the basis of a Memorandum of Understanding entered into by the Company with one of its subsidiary, pending receipt of Development Rights Certificate (DRC), the said title document for the TDR, by the Company and endorsement thereof in the name of Subsidiary as detailed in the said note. Had this accounting not been done, the Revenue from Operations and Trade Receivables would have been lower and the loss for the year would be higher by the like amount.

5. Subject to our observations in paragraph 4(v) above, in our opinion and to the best of our information, and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(ii) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

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

6. On the basis of written representations received from the directors as on 31st March, 2012 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 Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT RE: STANDARD INDUSTRIES LIMITED (REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE)

(i) The nature of the Company's activities are such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for the year.

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

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification;

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

(iii) (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) 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 is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, requirements of clauses (iii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for the year.

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

(vi) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to Section 301 that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under with regard to deposits accepted from the public. We are informed that no Order has been passed by the Company Law Board or Reserve Bank of India or any Court or any other Tribunal.

(viii) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the management have been commensurate with the size of the Company and the nature of its business.

(ix) We are informed that, during the year there were no production activities carried out by the Company. Hence, as per information and explanation given to us the prescribed cost ,'ecords, under Section 209(1)(d) of the Companies Act,1956 with regard to the relevant product of the Company have not been maintained. (Also refer Note 25(s) of Financials Statements).

(x) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Value Added Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Value Added Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2012 for the year of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are cases of non- deposit of disputed dues aggregating to 7 553.77 lakhs (Rs. 106.93 lakhs pending before Commissioner of Central excise, 7 178.60 lakhs pending before the CESTAT, Rs. 138.87 lakhs pending before Assistant/ Deputy Commissioner of Central excise, Rs. 129.37 lakhs pending before Bombay High Court) and 7 19.22 lakhs pending before Regional Director of Employees' State Insurance Corporation except for these, there are no other cases of non-deposit with appropriate authorities of disputed dues in respect of Employees' State Insurance, Income-tax, Value Added Tax, Wealth Tax, Custom Duty, Excise Duty and Cess.

(xi) The Company has no accumulated losses as at the end of the year. The Company has incurred cash losses in the current financial year including immediately preceding financial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xiii) According to the information and explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xv) In our opinion and according to the information and explanations given to us, the Company has not taken term loans during the year. Hence, clause (xvi) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long-term investment.

(xvii) 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.

(xviii) According to the information and explanations given to us the Company has not issued any debentures during the year.

(xix) The Company has not raised any money by way of public issues during the year.

(xx) To the best of our knowledge 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 Deloitte Haskins & Sells

Chartered Accountants

(Registration No. 117366W)

A. B. Jani

Partner

Membership No. 46488 Mumbai,

Dated : 24th April, 2012


Mar 31, 2010

1. We have audited the attached Balance sheet of Standard Industries Limited ("the Company") as at 31st March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 accounting standards referred to in section 211 (3C) of the Companies Act, 1956;

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

(i) in the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

(f) On the basis of written representations received from the directors as on 31st March, 2010 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of section 274(1 )(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT Re: STANDARD INDUSTRIES LIMITED REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

(i) The nature of the Companys activities are such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year.

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

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification;

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

(iii) (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) 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 is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956; Consequently, requirements of clauses (iii) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year.

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

(vi) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to Section 301 that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under with regard to deposits accepted from the public. We are informed that no Order has been passed by the Company Law Board or Reserve Bank of India or any Court or any other Tribunal.

(viii) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the management have been commensurate with the size of the Company and the nature of its business.

(ix) We are informed that, during the year there were no production activities at Companys textile and chemical division. Hence, as per information and explanation given to us the prescribed cost records, under section 209(1 )(d) of the Companies Act, 1956 with regard to the relevant product of the Company have not been maintained. (Refer Note B 19 of schedule 16).

(x) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Value Added Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2010 for the year of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are cases of non- deposit of disputed dues aggregating to Rs. 347.25 lakhs (Rs. 106.93 lakhs pending before Commissioner of Central excise, Rs. 101.45 lakhs pending before the CESTAT, Rs. 138.87 lakhs pending before Assistant/ Deputy Commissioner of Central excise) except for these, there are no other cases of non-deposit with appropriate authorities of disputed dues in respect of Income tax, Excise duty, Custom duty, Sales tax, Wealth tax, Service tax and Cess.

(xi) The Company has no accumulated losses as at the end of the year and it has not incurred cash losses in the current year and in the immediately preceding financial period.

(xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xiii) According to the information and explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xv) In our opinion and according to the information and explanations given to us, the Company has not taken term loans during the year. Hence, clause (xvi) of paragraph 4 of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long-term investment.

(xvii) 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.

(xviii) According to the information and explanations given to us the Company has not issued any debentures during the year.

(xix) The Company has not raised any money by way of public issues during the year.

(xx) To the best of our knowledge 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 Deloitte Haskins & Sells Chartered Accountants

(Registration No. 117366W)

A B Jani

Partner

Membership No. 46488

Mumbai,

Dated : 26th May, 2010

 
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