Auditor Report of Sunil Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Sunil Industries Limited, which comprise the Balance Sheet as at March 31, 2015, and 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 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 and presentation 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

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, 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.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015

(b) in the case of 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

As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by section 143(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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in section 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, and 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 section 164(2) of the Act; and

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 –

Refer note 2.19 to the financial statements;

ii. the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and iii. There were no amounts which were required to be transferred to the Investor education and protection fund by the Company.

(Referred to in paragraph 3 thereof) i. a) the company has maintained proper records showing full particulars, including quantitative details and situation of 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;

ii) In respect of inventories:

a) as explained to us, physical verification of inventory has been conducted during the year by the management at reasonable intervals;

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

c) in our opinion, and according to the information and explanation given to us, the Company is maintaining proper records of its inventory and no material discrepancies were noticed on physical verification.

iii) The company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under Section 189 of the companies Act, 2013.

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

v) In our opinion and according to the information and explanations Given to us, the company has not accepted any deposits covered under section 73 to 76 or any other relevant provisions of the Companies Act and hence the question of contravention of the provisions thereof does not arise. vi) We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under subsection

(1) of Section 148 of the Companies Act, and are of the opinion that Prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examinations of records with a view to determine whether they are accurate or complete vii) According to the information and explanation given to us in respect of statutory and other dues:

a) the company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance Scheme, Income Tax, Sales Tax ,Excise Duty and any other statutory dues with appropriate authorities where applicable. As explained to us, the company did not have any dues on account of investor education and protection fund, wealth tax, cess and customs duty.

b) the following dues have not been deposited by the company on account of disputes:

S. Name of the Statute Amount (In Lacs) Forum where dispute is pending No.

i) Central Excise Duty 211.98 Adjudication

ii) Central Excise Duty 238.26 Central Excise Appellate Tribunal (CEGAT) (Payment made under

protest Rs. 20 Lakhs)

iii) Custom Duty 336.00 Appellate Tribunal (CESTAT)

iv) TNVAT 7.04 The Appellate Deputy Commissioner(CT)

c) There are no amount due of the company to be transferred to Investor education and protection fund in accordance with relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii) The company has no accumulated losses at the end of the year under review. The company has not incurred cash losses during the year under review and in the immediately preceding previous year. ix) The company has not defaulted in repayment of loan taken from banks and financial institutions. Since the company has not taken loan by way of debentures the question of default therein does not arise. x) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions. xi) According to the records of the Company, the Company has applied the term loans for the purposes of which it was taken during the year. xii) According to the information and explanations given to us, no fraud on or by the Company have been noticed or reported during the financial year under review.

For V.K. BESWAL & ASSOCIATES

Chartered Accountants

FIRM REGN NO 101083W

PLACE : Mumbai CA V.K.BESWAL

DATED :30.05.2015 Partner

Membership Number: 030426

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Mar 31, 2014

We have audited the accompanying financial statements of Sunil Industries Limited, which comprise the Balance Sheet as at March 31,2014, and 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the act") read with the general circular 15/2013 dated 13th September 2013 of the ministry of corporate affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

Report on Other Legal and Regulatory Requirements

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

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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3c) of section 211 of The Companies Act, 1956 read with the general circular 15/2013 dated 13th September 2013 of the ministry of corporate affairs in respect of section 133 o f the Companies Act, 2013.

e. On the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Opinion

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

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

(b) in the case of 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.

(Referred to in paragraph 1 thereof)

i) In respect of fixed assets:

a) the company has maintained proper records showing full particulars, including quantitative details and situation of 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) since the company has not disposed off a substantial part of fixed assets during the year, the question of sale of substantial part of fixed assets affecting going concern concept does not arise.

ii) In respect of inventories:

a) as explained to us, physical verification of inventory has been conducted during the year by the management at reasonable intervals;

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

c) in our opinion, and according to the information and explanation given to us, the Company is maintaining proper records of its inventory and no material discrepancies were noticed on physical verification.

iii) In respect of loans, secured or unsecured ,granted or taken by the company, to or from companies, firms or other parties covered in the register maintained under section 301 of the Act, according to the information and explanations given to us:

a) The company has not granted any loan to companies or firms or parties covered in the register maintained under section 301 of the Act.

b) The Company has not taken any loans from parties covered in the Register maintained under section 30l of the Act. The company has however taken loan from one company covered in the Register maintained under section 301 of the Act .The maximum amount outstanding during the year in respect of the loans taken from company covered in the Register maintained under section 301 of the Act aggregates to Rs. 1355.97 lakhs and the balance outstanding at 31.03.2014 is Rs. 64.48 Lakhs.

c) in respect of the unsecured loans taken by the company, the rate of interest and other terms are prima facie not prejudicial to interest of the company;

d) there are no overdue amounts of loans taken or granted by the Company.

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

v) In respect of transactions that need to be entered in the register maintained in pursuance of Section 301 of the Act in our opinion and according to the explanations given to us:

a) transactions that need to be entered into the Register in pursuance of Section 301of the Act have been so entered;

b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rupees five 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.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits covered under section 58A and section 58AA of the Act and hence the question of contravention of the provisions thereof does not arise.

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

viii) We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by the Central Government of India ,the maintenance of cost records has been prescribed under clause (d) of subsection (1) of Section 209 of the Act, and are of the opinion that Prima facie ,the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examinations of records with a view to determine whether they are accurate or complete

ix) According to the information and explanation given to us in respect of statutory and other dues:

a) the company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance Scheme, Income Tax, Sales Tax ,Excise Duty and any other statutory dues with appropriate authorities where applicable. As explained to us, the company did not have any dues on account of investor education and protection fund, wealth tax, cess and customs duty.

b) the following dues have not been deposited by the company on account of disputes:

Name of the statute Amount Forum where dispute is pending (In Lacs)

Central Excise Duty 211.98 Adjudication

Central Excise Duty 246.06 Central Excise Appellate Tribunal (Payment made under (CEGAT) protest Rs. 20 Lakhs)

Custom Duty 336.00 Appellate Tribunal (CESTAT)

x) The company has no accumulated losses at the end of the year under review. The company has not incurred cash losses during the year under review and in the immediately preceding previous year.

xi) The company has not defaulted in repayment of loan taken from banks and financial institutions. Since the company has not taken loan by way of debentures the question of default therein does not arise.

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

xiii) The company is not a chit fund or nidhi, mutual benefit fund, society. Therefore, clause 4 (xiii) of the CARO is not applicable to the company.

xiv) The company has not been dealing or trading in shares, debentures and other investments. Therefore, clause 4(xiv) the CARO is not applicable to the Company.

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

xvi) According to the records of the Company, the Company has applied the term loans for the purposes of which it was taken during the year.

xvii) The company has not used the funds raised on short term basis for long term investments.

xviii) The company has not made any preferential allotment of shares during the year and accordingly the question of price being prejudicial to the interest of the company does not arise.

xix) Clause 4(xix) is not applicable since as at the end of the year under review there are no debentures issued.

xx) During the period, the Company has not raised any money by way of public issue.

xxi) According to the information and explanations given to us, no fraud on or by the Company have been noticed or reported during the financial year under review.

For V.K. BESWAL & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGN NO 101083W

CA V.K.BESWAL PARTNER Membership Number: 030426

PLACE: Mumbai DATE : 30-05-2014

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Mar 31, 2010

1) We have audited the attached Balance Sheet of Sunil Industries Limited as at 31st March, 2010, and the Profit & Loss Account of the Company for the year ended on that date and 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.

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 the 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, (CARO) issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, (the Act), 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 paragraphs above :

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) 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 Profit & Loss Account 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 Profit & loss Account 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 confirmation received from Directors 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 a director in terms of clause (g) of Sub Section (1) of Section 274 of the Act.

5) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act, in the manner so required and give a true and fair view inconformity 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 of the Company 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.

ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE (Referred to in paragraph 3 in the case of Sunil Industries Limited)

i) In respect of fixed assets:

a) the company has maintained proper records showing full particulars, including quantitative details and situation of 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) since the company has not disposed off a substantial part of fixed assets during the year, the question of sale of substantial part of fixed assets affecting going concern concept does not arise.

ii) In respect of inventories:

a) as explained to us, physical verification of inventory has been conducted during the year by the management at reasonable intervals;

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

c) in our opinion, and according to the information and explanation given to us, the Company is maintaining proper records of its inventory and no material discrepancies were noticed on physical verification.

iii) In respect of loans, secured or unsecured .granted or taken by the company, to or from companies, firms or other parties covered in the register maintained under section 301 of the Act, according to the information and explanations given to us:

a) The company has not granted any loan to companies or firms or parties covered in the register maintained under section 301 of the Act.

b) The Company has not taken any loans from firms covered in the Register maintained under section 301 of the Act. The company has however taken loan from one company and six parties covered in the Register maintained under section 301 of the Act .The maximum amount outstanding during the year in respect of the loans taken from seven parties covered in the Register maintained under section 301 of the Act aggregates to Rs 1315.82 lakhs and the balance outstanding at 31.0.3.2010 is Rs. 1288.89 Lakhs.

c) in respect of the unsecured loans taken by the company, the rate of interest and other terms are prima facie not prejudicial to interest of the company;

d) there are no overdue amounts of loans taken or granted by the Company.

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

v) In respect of transactions that need to be entered in the register maintained in pursuance of Section 301 of the Act in our opinion and according to the explanations given to us:

a) transactions that need to be entered into the Register in pursuance of Section 301 of the Act have been so entered;

b) the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices and exigencies of the trade at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits covered under section 58A and section 58AA of the Act and hence the question of contravention of the provisions thereof does not arise.

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

viii) We are informed that the company is in the process of maintaining cost records and accounts as prescribed under section 209 (1) (d) of the Act.

ix) According to the information and explanation given to us in respect of statutory and other dues:

a) the company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance Scheme, Income Tax, Sales Tax, Excise Duty and any other statutory dues with appropriate authorities where applicable. As explained to us, the company did not have any dues on account of investor education and protection fund, wealth tax, cess and customs duty.

b) the following dues have not been deposited by the company on account of disputes:

Sr. Name of the statute Amount Forum where dispute No. (ln Lacs) is pending

i) Central Excise Duty 258.66 Adjudication

ii) Central Excise Duty 332.24 Central Excise Appellate (Payment made under Tribunal (CEGAT) protest Rs. 20 Lakhs)

iii) Disputed Customs Duty 336.00 Central Excise Appellate liability of M/s. Sunil Tribunal (CEGAT) Impex, a firm in which the company was an erstwhile partner sharing 80% profit and loss (to the extent of the profit and loss sharing ratio)

x) The company has no accumulated losses at the end of the year under review.The company has not incurred cash losses during the year under review and in the immediately preceding pervious year.

xi) The company has not defaulted in respect of funds borrowed from Bank. No loans are taken from other Institution or by way of debentures. Hence the question of default therein does not arise

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

xiii) The company is not a chit fund or nidhi, mutual benefit fund, society. Therefore, clause 4 (xiii) of the CARO is not applicable to the company.

xiv) The company has not been dealing or trading in shares, debentures and other investments. Therefore, clause 4(xiv) the CARO is not applicable to the Company.

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

xvi) The company has not taken any term loan during the year under review. Hence this clause is not applicable.

xvii) The company has not used the funds raised on short term basis for long term investments.

xviii) The company has not made any preferential allotment of shares during the year and accordingly the question of price being prejudicial to the interest of the company does not arise.

xix) Clause 4 (xix) is not applicable since as at the end of the year under review there are no debentures issued.

xx) During the period, the Company has not raised any money by way of public issue.

xxi) According to the information and explanations given to us, no fraud on or by the Company have been noticed or reported during the financial year under review.

For V.K.BESWAL & ASSOCIATES CHARTERED ACCOUNTANTS

R.P.LADDHA (PARTNER) Membership No. 48195

Place : Mumbai Dated : 1st September, 2010