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Auditor Report of Tamil Nadu Newsprint And Papers Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR’S REPORT


TO THE MEMBERS OF TAMIL NADU NEWSPRINT AND PAPERS LIMITED

Report on the audit of the Financial Statements
Opinion

We have audited the accompanying Financial Statements of Tamil Nadu Newsprint and Papers Limited ("the
Company"), which comprise the Balance Sheet as at 31st March 2023, and the Statement of Profit and Loss
(including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows for
the year then ended, and Notes to the Financial Statements, including a summary of the Significant Accounting
Policies and other explanatory information hereinafter referred to as Financial Statements

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 Companies Act, 2013 ("Act") in the manner so required
and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of
the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other
accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2023,
the Profit (Including Other Comprehensive Income), the Statement of changes in Equity, and its cash flows for
the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified
under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditors'' Responsibilities for the Audit of the Financial Statements section of our report. We
are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the Financial Statements of the current period. These matters were addressed in the context of our audit
of Financial Statements as a whole, and in forming our opinion thereon and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.

The company''s Board of Directors is responsible for the other information. The other information comprises
the information included in Board''s Report, Management Discussion & Analysis Report, Business Responsibility
Report, but does not include the financial statements and our auditor''s report thereon. The Board''s Report,
Management Discussion & Analysis Report, Business Responsibility Report is expected to be made available to
us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we will not express any form
of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the reports, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Management Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,
2013("the Act") with respect to the preparation of these Financial Statements that give a true and fair view of
the Financial Position, Financial Performance (including Other Comprehensive Income), Changes in Equity 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. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

In preparing the Financial Statements, the Management is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors'' report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit.

We also:

◊ Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

◊ Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on whether the Company has adequate Internal Financial Controls
system in place and the operating effectiveness of such controls.

◊ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

◊ Conclude on the appropriateness of management''s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditors'' report to the related
disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors'' report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

◊ Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures,
and whether the Financial Statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings including any significant deficiencies in Internal Control that we
identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As Required under Section 143(5) of the Companies Act,2013 , we give in the "Annexure A" ,our report on
the directions issued by the Comptroller and Auditor General of India

2. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by the Central Government
of India in terms of Section 143 (11) of the Companies Act, 2013, we give in "Annexure C" a statement on
the matters specified in paragraphs 3 of the Order, to the extent applicable.

3. 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 (including Other Comprehensive Income), the
Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement
with the books of account.

(d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards
prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the Directors as on 31st March,2023 taken
on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2023 from
being appointed as a Director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the Internal Financial Controls with reference to the financial
statements of the Company, and the operating effectiveness of such controls, refer to our separate
Report in "Annexure B".

(g) With respect to the other matters to be included in the Auditors'' Report in accordance with the
requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions
of Section 197 of the Act.

(h) With respect to the other matters to be included in the Auditors'' 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 38 to the Financial Statement

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

iii. There has been no delay in transferring amounts, required to be transferred to the Investor
Education and Protection Fund by the company.

iv. (a) The management has represented that, to the best of the knowledge and belief, as disclosed

in the note 42(d)(iv) to the financial statements no funds have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind
of funds) by the company to or in any other persons or entities, including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities Identified in any manner whatsoever by or on behalf of the company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, as disclosed
in the note 42(d)(v) to financial statements no funds have been received by the company
from any persons or entities, including foreign entities ("funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the division shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries ; and

(c) Based on such audit procedures we have considered reasonable and appropriate in the
circumstances, nothing has come to the notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11 (e) contain any material mis¬
statement.

v. (a) The final dividend paid by the company during the year in respect of the same declared for

the previous year is in accordance with Section 123 of the Act.

(b) As stated in the Note 17(v) to the financial statements, the Board of Directors of the Company
have proposed final dividend for the year which is subject to the approval of the members at
the ensuing Annual General Meeting. The dividend proposed is in accordance with Section
123 of the Act as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account
using accounting software which has a feature of recording audit trail (edit log) facility is applicable
to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of
Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March
31, 2023.

MAHARAJ N R Suresh AND CO LLP

Firm Registration No.001931S/S000020

N R Suresh

Membership No. 021661
Partner

Place : Chennai Chartered Accountants

Date : 24/05/2023 UDIN : 23021661BGXRRU5744


Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TAMIL NADU NEWSPRINT AND PAPERS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Tamil Nadu Newsprint and Papers Limited [''the Company"] which comprise the Balance Sheet as at 31st March 2018 and the Statement of Profit and Loss [including other comprehensive income], the statement of Cash Flows and the statement of changes in equity for the year then ended and a summary of significant accounting policies and other explanatory information [hereinafter referred to as "financial statements"].

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134[5] of the Companies Act, 2013 ["the Act"] with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards [Ind AS] specified under Section 133 of the Act, read with relevant rules issued in the Companies (Indian Accounting Standards) Rules, 2015.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. In conduction of 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.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS, of the financial position of the Company as at 31st March 2018, and its financial performance including other comprehensive income, its Cash Flows and the changes in equity for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required under Section 143[5] of the Companies Act, 2013, we give in the "Annexure A" our report on the directions issued by the Comptroller and Auditor General of India.

2. As required by the Companies [Auditor''s Report] Order, 2016 ["the Order"], issued by the Central Government of India in terms of Sub-section [11] of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

3. 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 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, the statement of Cash Flows and the Statement of changes in equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rule issued in the Companies [Indian Accounting Standards] Rules, 2015;

e) On the basis of written representations received from the directors as on 31st March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018, from being appointed as a director in terms of Section 164[2] of the Act and;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls as required under Clause [i] of Sub-section 3 of Section 143 of the Companies Act, 2013, we give in the "Annexure B" our report on Internal Financial Controls of the Company for the year ended 31st March 2018 and

g) With respect to the other matters to be included in the Auditors'' 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 as referred to in Note No. 39 [A] to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts as referred to in Note No. 41 to the financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

No.

Compliance

Comments

01

Whether the company has clear title/lease deeds for freehold and leasehold land respectively? If not please state the area of freehold and leasehold land for which title/lease deeds are not available.

All title deeds of the immovable properties are held by the Company except Land (extending about 10 grounds and 425 square feet) on which the Corporate Office of the Company functioning at Chennai. The transfer of title of the said land by the Government of Tamil Nadu in favour of the Company is yet to be done pending completion of necessary formalities.

02

Please report whether there are any cases of waiver / write-off of debts / loans / interest, etc. If yes, the reasons therefore and the amount involved.

NIL

03

Whether proper records are maintained for inventories lying with third parties and assets received as gift from Government or other authorities

There were no inventories lying with third parties during the year under review. During the year, the Company did not receive anything as gift from Government or other authorities.

04

Whether the Company''s pricing policy absorbs all fixed and variable costs of production as well as the allocation of overheads?

Yes

05

Whether the Company has fixed norms for normal losses and a system for evaluation of abnormal losses for remedial action is in existence?

Yes

06

What is the system of valuation of by-products and finished products? List out the cases of deviation from its declared policy

Finished goods at factory are measured at lower of cost which includes cost of inputs (net of taxes and duties eligible for credits) and overheads and net realizable value. Finished goods at branches are valued on the above basis and also include transportation cost to branches and insurance cost.

07

State the extent of utilization of plant and machinery during the year vis-a-vis installed capacity

Paper - 88.49%

Packaging Board - 70.93%

08

Whether the Company has effective system for physical verification, valuation of stock, treatment of non-moving items and accounting of effect of shortage / excess noticed during physical verification

Yes. The company has effective system of physical verification, valuation of stock and a policy for treatment of non-moving items and accounting of effect of shortage / excess noticed during physical verification.

Report on the Internal Financial Controls under Clause [i] of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of M/s. Tamil Nadu Newsprint and Papers Limited ["the Company"] as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria that are established by the Company in their separate internal control manuals considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ["the Guidance Note"] and the Standards on Auditing, issued by the Institute of Chartered Accountants of India and deemed to be prescribed under Section 143 [10] of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Controls over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that [1] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; [2] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and [3] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operative effectively as at March 31, 2018, based on the internal control over financial reporting criteria that are established by the Company in their separate internal control manuals considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the financial statements for the year ended 31st March 2018, on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we report that -

(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 at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification were not material;

(c) All title deeds of the immovable properties are held by the Company except Land (extending about 10 grounds and 425 square feet) on which the Corporate Office of the Company functioning at Chennai. The transfer of title of the said land by the Government of Tamil Nadu in favour of the Company is yet to be done pending completion of necessary formalities.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, Immovable properties of land whose title deeds have been pledged with a lead bank as securities for term loans and other credit facilities availed by the company the same are stated to have been held in the name of the company based on the mortgage deed executed between the Bank and the Company for which confirmations have been obtained from the lead bank.

(ii) As explained to us, the inventories have been physically verified during the year by the management. The discrepancies noticed on physical verification of the same were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account;

(iii) In our opinion and according to the information and explanations given to us, the company has not granted any loans secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, clauses (iiia), (iiib) and (iiic) of paragraph 3 of the Order are not applicable to the company for the year;

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and securities granted in respect of which the provisions of section 185 and 186 of the Act are applicable.

(v) The Company has not accepted any deposit to which the provisions of Sections 73 to 76 of the Act and The Companies (Acceptance of Deposits) Rules, 2014 would apply. As informed to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal related to compliance with above provisions.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained. We have not, however, made a detailed examination of the cost records with a view to determining whether they are accurate or complete;

(vii) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, Goods and Services Tax, duty of customs, duty of excise, value added tax, cess and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2018, for a period of more than six months from the date they became payable.

(b) According to the records of the company and information and explanations given to us, there are no outstanding amounts in respect of service tax, goods and services tax that have not been deposited with the appropriate authorities on account of any dispute. Disputed income tax, value added tax, duty of customs, duty of excise that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute

Nature of Dues

Period to which the amount pertains

Amount [? Lakhs]

Forum where the dispute is pending

Cenvat credit Rules,2004

Input credit reversal

1997-2002

63.18

Customs, Central Excise and Service Tax Settlement Commission, Chennai

Cenvat credit Rules,2004

Capital goods Credits

2003-2007

2008-2011

19563.86

Commissioner of Central Excise, Trichy

Cenvat credit Rules,2004

Capital goods Credits

2008-2009

12.68

Hon''ble High Court of Madras

Cenvat credit Rules,2004

Input credit reversal

2009-2015

2016-2018

1532.37

The Customs, Excise and Service Tax Appellate Tribunal, Chennai

Cenvat credit Rules,2004

Input credit reversal on coal

2013-2018

2568.98

The Customs, Excise and Service Tax Appellate Tribunal, Chennai

Cenvat credit Rules,2004

Input credit reversal on coal

2015-2018

167.67

Commissioner of Central Excise (Appeals), Trichy

Name of the Statute

Nature of Dues

Period to which the amount pertains

Amount [? Lakhs]

Forum where the dispute is pending

Customs Act, 1962

Customs Duty

1991-1992

1999-2000

1991-1992

1997-1998

2014-2015

281.14

Commissioner of Customs, Chennai

Customs Act, 1962

Customs Duty

1999-2000

20.44

Commissioner of Customs, Cochin

Customs Act, 1962

Custom Duty

2000-2001

217.39

Hon''ble Supreme Court

Customs Act, 1962

Custom Duty

2012-2013

2180.99

The Customs, Excise and Service Tax Appellate Tribunal referred to the Larger bench

Income Tax Act,1961

Income Tax

2002-2003

2006-2008

2016-2017

213.53

Assessing Officer, Chennai

Income Tax Act,1961

Income Tax

2003-2004

612.81

Commissioner of Income Tax (Appeals) & Assessing Officer, Chennai

Income Tax Act,1961

Income Tax

2004-2005

2009-2010

2012-2013

976.98

Income Tax Appellate Tribunal, Chennai

Income Tax Act,1961

Income Tax

2013-2015

542.45

Commissioner of Income Tax (Appeals), Chennai

Wealth Tax Act,1957

Wealth Tax

1997-2000

2001-2003

19.46

Commissioner of Income Tax (Appeals), Chennai

TNVAT ACT, 2006

Value Added Tax

2006-2013

741.37

Sales Tax Appellate Tribunal, Madurai

TNVAT ACT, 2006

Value Added Tax

2015-2016

15.38

Deputy Commissioner (Appeals), Trichy

CST ACT, 1956

Central Sale Tax

1997-2001

42.71

Sales Tax Appellate Tribunal, Madurai

(viii) According to the information and explanations given to us, the company has not defaulted in repayment of any loans or borrowings from banks or financial institutions. The company has not issued any debentures and has not borrowed any amount from financial institutions and Government during the year under report;

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). Term Loans from banks have been applied for the purpose for which they were obtained.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no cases of fraud by the company or on the company by its officers or employees has been noticed or reported during the year under report.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable.

For BRAHMAYYA & CO., CHARTERED ACCOUNTANTS

Firm Regn. No: 000511S

R. Nagendra Prasad

Partner

Membership No. 203377

Place : Chennai

Date : 30.05.2018


Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of M/s. Tamil Nadu Newsprint and Papers Limited [‘the Company’] which comprise the Balance Sheet as at 31st March 2017 and the Statement of Profit and Loss [including other comprehensive income], the statement of Cash Flows and the statement of changes in equity for the year then ended and a summary of significant accounting policies and other explanatory information [hereinafter referred to as “standalone Ind AS financial statements”].

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134[5] of the Companies Act, 2013 [“the Act”] with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards [Ind AS] specified under Section 133 of the Act, read with relevant rules issued in 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 standalone Ind AS 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 Ind AS 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.

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 standalone Ind AS financial statements are free from material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including Ind AS, of the financial position of the Company as at 31st March 2017, and its financial performance including other comprehensive income, its Cash Flows and the changes in equity for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required under Section 143 [5] of the Companies Act, 2013, we give in the “Annexure A” our report on the directions issued by the Comptroller and Auditor General of India.

2. As required by the Companies [Auditor’s Report] Order, 2016 [“the Order”], issued by the Central Government of India in terms of Sub-section [11] of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

3. 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 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 (including Other Comprehensive Income), the statement of Cash Flows and the Statement of changes in equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rule issued in the Companies [Accounts] Rules, 2014;

e) On the basis of written representations received from the directors as on 31st March 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2017, from being appointed as a director in terms of Section 164 [2] of the Act and;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls as required under Clause [i] of Sub-section 3 of Section 143 of the Companies Act, 2013, we give in the “Annexure B” our report on Internal Financial Controls of the Company for the year ended 31st March 2017 and

g) With respect to the other matters to be included in the Auditors’ 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 standalone Ind AS financial statements as referred to in Notes 37 to the standalone Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts as referred to in Notes 39 to the standalone Ind AS financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and

iv. The Company has provided requisite disclosures in its standalone Ind AS financial statement as to holdings as well as dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Notes 38 (f) to the standalone Ind AS financial statements.

Annexure to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statement for the year ended 31st March 2017, on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we report that -

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 at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) All title deeds of the immovable properties are held by the Company except 10 grounds and 425 square feet on which the Corporate Office of the Company functioning at Chennai. The transfer of title of the said land by the Government of Tamil Nadu in favour of the Company is yet to be done pending completion of necessary formalities.

d) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

Inventory and its physical verification

a) The inventory has 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 has maintained proper records of inventory and no material discrepancies were noticed on physical verifications.

Loans granted / taken from related Companies

a) The Company has not granted any loans and advances, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

b) The Company has not taken any loans and advances, secured or unsecured from companies, firms or other parties covered in the register maintained under section 189 of the Act.

Guarantees given / acquired by the Company

a) In our opinion and according to the information and explanation given to us and based on the records produced before us during the course of our audit, the Company has not given any guarantee or to provide security in connection with a loan or acquire by way of subscription, purchase or otherwise, the guarantees or securities during the year under review.

Public Deposits

a) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year.

Cost Records

a) The Central Government has prescribed the maintenance of cost records by the Company under Section 148 [1] of the Companies Act, 2013 and we are of the opinion that prima facie, the books of accounts have been maintained by the Company and the proforma specified therein for the year are under preparation. We have however not carried out a detailed verification of such records.

Statutory Dues

a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty and Cess and any other statutory dues applicable to it with appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable were in arrears as at 31st March 2017 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no material dues of Sales Tax / Value Added Tax / Income Tax / Customs Duty / Wealth Tax / Service Tax / Excise Duty / Cess which have not been deposited on account of any dispute. However, according to information and explanations given to us, the following dues of statutory dues have not been deposited by the Company on account of disputes:

Name of the Statute

Nature of Dues

Period to which the amount pertains

Amount [Rs. Lakhs]

Forum where the dispute is pending

Cenvat Credit Rules, 2004

Excise Duty Exemption

1997-1998

1998-1999

4.25

CESTAT Chennai

Cenvat Credit Rules, 2004

Capital Goods Credit

1997-1998

1998-1999

1999-2000

2000-2001 2001-2002

61.55

Hon’ble High Court of Madras

Cenvat Credit Rules, 2004

Capital Goods Credit

2003-2004

2004-2005

2005-2006

2006-2007

1523.69

CESTAT Chennai

Cenvat Credit Rules, 2004

Capital Goods Credit

2006-2007

2007-2008

11582.62

CESTAT Chennai

Cenvat Credit Rules, 2004

Input credit reversal on effluent sludge waste

2006-2007

2007-2008

2008-2009

2009-2010

6035.33

CESTAT Chennai

Cenvat Credit Rules, 2004

Input Service Credit

2007-2008

2008-2009

1074.46

CESTAT Chennai

Cenvat Credit Rules, 2004

Capital Goods Credit

2008-2009

11.94

Hon’ble High Court of Madras

Cenvat Credit Rules, 2004

Capital Goods Credit

2008-2009

37.25

Hon’ble High Court of Madras

Cenvat Credit Rules, 2004

Capital Goods Credit

2009-2010

453.97

CESTAT Chennai

Cenvat Credit Rules, 2004

Capital Goods Credit

2009-2010

2010-2011

16543.42

CESTAT Chennai

Cenvat Credit Rules, 2004

Capital Goods Credit

2010-2011

4.94

Hon’ble High Court of Madras

Cenvat Credit Rules, 2004

Capital Goods Credit

2010-2011

5.90

Hon’ble High Court of Madras

Cenvat Credit Rules, 2004

Input credit reversal on effluent sludge waste

2010-2011

1066.48

CESTAT Chennai

Cenvat Credit Rules, 2004

Capital Goods Credit

2010-2011

1096.39

CESTAT Chennai

Cenvat Credit Rules, 2004

Input credit reversal on coal

2013-2014

2014-2015

1565.46

CESTAT Chennai

Customs Act, 1962

Custom Duty

1999-2000

106.29

Commissioner Chennai

Customs Act, 1962

Custom Duty

1999-2000

20.44

Commissioner Cochin

Customs Act, 1962

Custom Duty

1991-1992

1.30

Commissioner Appeals, Chennai

Customs Act, 1962

Custom Duty

1991-1992

1.03

Commissioner Appeals, Trichy

Customs Act, 1962

Custom Duty

1991-1992

33.33

Commissioner Chennai and Hon’ble High Court of Madras

Customs Act, 1962

Custom Duty

1991-1992

8.68

Commissioner Chennai

Customs Act, 1962

Custom Duty

1997-1998

14.94

Commissioner Chennai

Customs Act, 1962

Custom Duty

1997-1998

39.87

Commissioner Chennai

Customs Act, 1962

Custom Duty

2012-2013

2180.99

Commissioner Trichy

Customs Act, 1962

Custom Duty

2014-2015

75.70

Commissioner Chennai

Income Tax Act, 1961

Income Tax

2002-2003

16.48

Assessing Officer Chennai

Income Tax Act, 1961

Income Tax

2003-2004

612.81

Commissioner appeals & Assessing Officer, Chennai

Income Tax Act, 1961

Income Tax

2004-2005

40.87

ITAT, Chennai

Income Tax Act, 1961

Income Tax

2006-2007

41.18

Assessing Officer, Chennai

Income Tax Act, 1961

Income Tax

2007-2008

138.53

Assessing Officer, Chennai

Income Tax Act, 1961

Income Tax

2009-2010

808.30

ITAT, Chennai

Income Tax Act, 1961

Income Tax

2012-2013

609.48

ITAT, Chennai

Income Tax Act, 1961

Income Tax

2013-2014

385.42

Commissioner of Appeals, Chennai

Income Tax Act, 1961

Income Tax

2014-2015

149.89

Commissioner of Appeals, Chennai

Wealth Tax Act, 1957

Wealth Tax

1997-1998

1.37

Commissioner of Appeals, Chennai

Wealth Tax Act, 1957

Wealth Tax

1998-1999

6.50

Commissioner of Appeals, Chennai

Wealth Tax Act, 1957

Wealth Tax

1999-2000

5.81

Commissioner of Appeals, Chennai

Wealth Tax Act, 1957

Wealth Tax

2001-2002

5.63

Commissioner of Appeals, Chennai

Wealth Tax Act, 1957

Wealth Tax

2002-2003

0.15

Commissioner of Appeals, Chennai

TNVAT Act, 2006

Value Added Tax

2010-2011

15.21

Appellate Deputy Commissioner [CT] Trichy

TNVAT Act, 2006

Value Added Tax

2011-2012

52.12

Appellate Deputy Commissioner [CT] Trichy

TNVAT Act, 2006

Value Added Tax

2012-2013

87.82

Appellate Deputy Commissioner [CT] Trichy

Central Sales Tax Act, 1956

Central Sale Tax

1997-1998

11.47

Appellate Deputy Commissioner [CT] Trichy

Central Sales Tax Act, 1956

Central Sale Tax

1998-1999

12.90

Appellate Deputy Commissioner [CT] Trichy

Central Sales Tax Act, 1956

Central Sale Tax

1999-2000

8.30

Appellate Deputy Commissioner [CT] Trichy

Central Sales Tax Act, 1956

Central Sale Tax

2000-2001

10.04

Appellate Deputy Commissioner [CT] Trichy

Total

46570.50

d) According to the information and explanation given to us, the amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder have been transferred by the Company to the fund within time.

Term Loans

a) The Company has obtained term loans during the year which were prima facie, applied for the purpose which they were obtained.

b) On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders during the year under review.

c) The Company did not raise any monies by way of issue of debentures or further public offer including debt instruments during the year.

Frauds noticed

a) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and to the best of our knowledge and according to the information and explanations given to us, no fraud of material nature on the Company by its officers or employees has been noticed or reported during the year nor have we been informed of any such case by the management.

Managerial Remuneration

a) On the basis of verification of records and according to the information and explanations given to us and based on our examination of records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013 during the year under review.

Nidhi Company

a) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and the provisions of the Nidhi Rules, 2014 are not applicable to the Company.

Related Party Transactions

a) On the basis of verification of records and according to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable and the details have been properly disclosed in the standalone Ind AS financial statements for the year under review.

Shares and Debentures

a) On the basis of verification of records and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

Non-cash Transactions

a) According to information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him / her during the year under review.

Registration under RBI Act, 1934

a) In our opinion and according to the information and explanations given to us and in accordance with the nature of activity of the Company, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

As per our report of even date

For Raman Associate

Chartered Accountants

FRN - 002910S

N. Raguraman

Partner

M. No. 202578

Place : Chennai

Date : 29th May, 2017


Mar 31, 2016

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s. Tamil Nadu Newsprint and Papers Limited [''the Company''] which comprise the Balance Sheet as at 31st March 2016 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 Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134[5] of the Companies Act, 2013 ["the Act"] with respect to the preparation of these 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 standalone 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.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone 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 controls relevant to the Company''s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 standalone 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 aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of Affairs of the Company as at 31st March 2016, and its Profit and its Cash Flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required under Section 143 [5] of the Companies Act, 2013, we give in the "Annexure A" our report on the directions issued by the Comptroller and Auditor General of India.

2. 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.

3. 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 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 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 31st March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016, from being appointed as a director in terms of Section 164 [2] of the Act and

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls as required under Clause [i] of Sub-section 3 of Section 143 of the Companies Act, 2013, we give in the "Annexure B" our report on Internal Financial Controls of the Company for the year ended 31st March 2016.

g) With respect to the other matters to be included in the Auditors'' 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 standalone financial statements as referred to in Note No. 27 [A] to the standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts as referred to in Note No. 28 [k] & [I] to the standalone financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

No.

Compliance

Comments

01

If the Company has been selected for disinvestment, a complete status report in terms of valuation of Assets [including intangible assets and land] and Liabilities [including Committed & General Reserves] may be examined including the mode and present stage of disinvestment process

Not Applicable

02

Please report whether there are any cases of waiver / write-off of debts / loans / interest, etc. If yes, the reasons therefore and the amount involved

Sundry Debtors amounting to Rs. 87.31 lakhs outstanding more than one year has been written off in the books as bad debts in line with the policy of the Company

03

Whether proper records are maintained for inventories lying with third parties and assets received as gift from Government or other authorities

There were no inventories lying with third parties during the year under review. During the year, the Company did not receive anything as gift from Government or other authorities

04

A report on age-wise analysis of pending legal / arbitration cases including the reasons of pendency and existence / effectiveness of a monitoring mechanism for expenditure on all legal cases [foreign and local] may be given

Mostly cases are pending due to the obligations of the counter party or due to further appeals / revision petitions filed. Approval from Senior Executives is obtained for legal expenses in accordance with the delegation of powers as approved by the Board. The Company has a Legal Department which is monitoring the legal cases and reported to the Board periodically.

Age-wise analysis of pending legal / arbitration cases is as given below:

Sl. No.

Period

No. of Cases

01

Less than 1 year

24

02

1 year to 3 years

48

03

3 years to 5 years

30

04

5 years to 10 years

53

05

More than 10 years

72

Total

227

05

Whether the Company''s pricing policy absorbs all fixed and variable costs of production as well as the allocation of overheads?

Yes

06

Whether the Company has fixed norms for normal losses and a system for evaluation of abnormal losses for remedial action is in existence?

Yes

07

What is the system of valuation of by-products and finished products? List out the cases of deviation from its declared policy

Finished Goods are valued at cost which includes cost of inputs [net of taxes and duties eligible for credits]

08

State the extent of utilization of plant and machinery during the year vis-a-vis installed capacity

100.86%

09

Whether the Company has effective system for physical verification, valuation of stock, treatment of non-moving items and accounting of effect of shortage / excess noticed during physical verification

Yes

Report on the Internal Financial Controls under Clause [i] of Sub-section 3 of Section 143 ofthe Companies Act, 2013

We have audited the internal financial controls over financial reporting of M/s. Tamil Nadu Newsprint and Papers Limited ["the Company"] as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria that are established by the Company in their separate internal control manuals considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ["the Guidance Note"] and the Standards on Auditing, issued by the Institute of Chartered Accountants of India and deemed to be prescribed under Section 143 [10] of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Controls over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that [1] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; [2] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and [3] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operative effectively as at March 31, 2016, based on the internal control over financial reporting criteria that are established by the Company in their separate internal control manuals considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Raman Associate

Chartered Accountants FRN: 002910S

N. Raguraman

Partner M. No. 202578

Place : Chennai Date : 27th May 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of M/s. Tamil Nadu Newsprint and Papers Limited ['the Company'] which comprise the Balance Sheet as at 31st March 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 Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134[5] of the Companies Act, 2013 ["the Act"] with respect to the preparation of these 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone 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 aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of Affairs of the Company as at 31st March 2015, and its Statement of Profit and Loss and its Cash Flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required under Section 143[5] of the Companies Act, 2013, we give in the "Annexure A" our report on the directions issued by the Comptroller and Auditor General of India.

2. 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.

3. 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 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 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 31st March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of Section 164[2] of the Act and

f) With respect to the other matters to be included in the Auditors' 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 standalone financial statements as referred to in Note No. 27 to the standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts as referred to in Note No. 28 [k] &[l] to the standalone financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

"Annexure A" to Independent Auditor's Report

No. Compliance Comments

01 If the Company has been selected for Not Applicable disinvestment, a complete status report in terms of valuation of Assets [including intangible assets and land] and Liabilities [including Committed & General Reserves] may be examined including the mode and present stage of disinvestment process

02 Please report whether there are any cases of Nil waiver / write-off of debts / loans / interest, etc. If yes, the reasons therefore and the amount involved

03 Whether proper records are maintained for There were no inventories lying with third parties and assets inventories lying received as gift from Government or other with third authorities parties during the year under review. During the year, the Company did not receive anything as gift from Government or other authorities

04 A report on age-wise analysis of pending legal/ Mostly cases are arbitration cases including the reasons of pending due to pendency and existence / effectiveness of a the obligations monitoring mechanism for expenditure on all of the counter legal cases [foreign and local] may be given party or due to further appeals / revision petitions filed. Approval from Senior Executives is obtained for legal expenses in accordance with the delegation of powers as approved by the Board. The Company has a Legal Department which is monitoring the legal cases and reported to the Board periodically.

Age-wise analysis of pending legal/ arbitration cases is as given below:

Sl. No. Period No. of Cases

01 Less than 1 year 21

02 1 year to 3 years 62

03 3 years to 5 years 26

04 5 years to 10 years 44

05 More than 10 years 58

Total 211

The Annexure referred to in paragraph 2 of our report of even date to the members of M/s. Tamil Nadu Newsprint and Papers Limited on the accounts of the Company for the year ended 31st March 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we report that:

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 at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

Inventory and its physical verification

a) The inventory has 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 has maintained proper records of inventory and no material discrepancies were noticed on physical verifications.

Loans granted / taken from related Companies

a) The Company has not granted any loans and advances, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

b) The Company has not taken any loans and advances, secured or unsecured from companies, firms or other parties covered in the register maintained under section 189 of the Act.

Internal Control

a) In our opinion and according to the information and explanations given to us, there are adequate internal control systems and procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

Public Deposits

a) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year.

Internal Audit

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

Cost Records

a) The Central Government has prescribed the maintenance of cost records by the Company under Section 148(1)of the Companies Act, 2013 and we are of the opinion that prima facie, the books of accounts have been maintained by the Company and the proforma specified therein for the year are under preparation. We have however not carried out a detailed verification of such records.

Statutory Dues

a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty and Cess and any other material statutory dues applicable to it with appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable were in arrears for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Sales Tax / Income Tax / Customs Duty / Wealth Tax / Service Tax / Excise Duty / Cess which have not been deposited on account of any dispute other than those given below:

Name of the Statute Nature of Period to Dues which the amount pertains

Cenvat Credit Rules, 2004 Excise Duty Exemption 1997-1998 1998-1999

Cenvat Credit Rules, 2004 Capital Goods Credit 1997-1998 1998- 1999 1999- 2000 2000- 2001 2001-2002

Cenvat Credit Rules, 2004 Capital Goods Credit 2003-2004 2004- 2005 2005- 2006 2006- 2007

Cenvat Credit Rules, 2004 Capital Goods Credit 2006-2007 2007- 2008

Cenvat Credit Rules, 2004 Input credit reversal 2006-2007 on effluent 2007-2008 sludge waste 2008-2009 2009- 2010

Cenvat Credit Rules, 2004 Input Service Credit 2007-2008 2008- 2009

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-2009

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-2009

Cenvat Credit Rules, 2004 Capital Goods Credit 2009-2010

Cenvat Credit Rules, 2004 Capital Goods Credit 2009-2010 2010- 2011

Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011

Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011

Cenvat Credit Rules, 2004 Input credit reversal 2010-2011 on effluent sludge waste

Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011

Customs Act, 1962 Custom Duty 1999-2000

Customs Act, 1962 Custom Duty 1999-2000

Customs Act, 1962 Custom Duty 1991-1992

Customs Act, 1962 Custom Duty 1991-1992

Customs Act, 1962 Custom Duty 1991-1992

Customs Act, 1962 Custom Duty 1997-1998

Customs Act, 1962 Custom Duty 1997-1998

Customs Act, 1962 Custom Duty 1997-1998

Customs Act, 1962 Custom Duty 2014-2015

Income Tax Act, 1961 Income Tax 2002-2003

Income Tax Act, 1961 Income Tax 2003-2004

Income Tax Act, 1961 Income Tax 2004-2005

Income Tax Act, 1961 Income Tax 2006-2007

Income Tax Act, 1961 Income Tax 2007-2008

Income Tax Act, 1961 Income Tax 2009-2010

Income Tax Act, 1961 Income Tax 2010-2011

Income Tax Act, 1961 Income Tax 2011-2012

Income Tax Act, 1961 Income Tax 2012-2013

Wealth Tax Act, 1957 Wealth Tax 1997-1998

Wealth Tax Act, 1957 Wealth Tax 1998-1999

Wealth Tax Act, 1957 Wealth Tax 1999-2000

Wealth Tax Act, 1957 Wealth Tax 2001-2002

Wealth Tax Act, 1957 Wealth Tax 2002-2003

TNVAT Act, 2006 Value Added Tax 2006-2007

TNVAT Act, 2006 Value Added Tax 2007-2008

TNVAT Act, 2006 Value Added Tax 2008-2009

TNVAT Act, 2006 Value Added Tax 2009-2010

TNVAT Act, 2006 Value Added Tax 2010-2011

TNVAT Act, 2006 Value Added Tax 2011-2012

TNVAT Act, 2006 Value Added Tax 2012-2013

Central Sales Tax Act, Central Sales Tax 1997-1998 1956

Central Sales Tax Act, Central Sales Tax 1998-1999 1956

Central Sales Tax Act, Central Sales Tax 1999-2000 1956

Central Sales Tax Act, Central Sales Tax 2000-2001 1956



Name of the Statute Amount Forum where the (Rs.Lakhs) dispute is pending

Cenvat Credit Rules, 2004 4.25 CESTAT Chennai

Cenvat Credit Rules, 2004 57.97 Hon'ble High Court of Madras

Cenvat Credit Rules, 2004 1388.28 CESTAT Chennai

Cenvat Credit Rules, 2004 10537.01 CESTAT Chennai

Cenvat Credit Rules, 2004 5440.95 CESTAT Chennai

Cenvat Credit Rules, 2004 972.12 CESTAT Chennai

Cenvat Credit Rules, 2004 10.32 Hon'ble High Court of Madras

Cenvat Credit Rules, 2004 31.96 CESTAT Chennai

Cenvat Credit Rules, 2004 394.77 CESTAT Chennai

Cenvat Credit Rules, 2004 14380.97 CESTAT Chennai

Cenvat Credit Rules, 2004 4.20 Hon'ble High Court of Madras

Cenvat Credit Rules, 2004 5.01 Commissioner Appeals, Trichy

Cenvat Credit Rules, 2004 910.13 CESTAT Chennai

Cenvat Credit Rules, 2004 929.42 CESTAT Chennai

Customs Act, 1962 106.29 Commissioner Chennai

Customs Act, 1962 20.45 Commissioner Cochin

Customs Act, 1962 1.30 Commissioner Appeals, Chennai

Customs Act, 1962 1.03 Commissioner Appeals, Trichy

Customs Act, 1962 33.33 Commissioner Chennai and Hon'ble High Court of Madras

Customs Act, 1962 54.00 Commissioner Chennai

Customs Act, 1962 14.94 Commissioner Chennai

Customs Act, 1962 39.87 Commissioner Chennai

Customs Act, 1962 84.11 Commissioner Chennai

Income Tax Act, 1961 16.48 Assessing Officer Chennai

Income Tax Act, 1961 612.81 Hon'ble High Court of Madras and Commissioner of Appeals, Chennai

Income Tax Act, 1961 40.87 ITAT, Chennai

Income Tax Act, 1961 41.18 ITAT, Chennai

Income Tax Act, 1961 138.52 ITAT, Chennai

Income Tax Act, 1961 2433.29 Commissioner of Appeals, Chennai

Income Tax Act, 1961 2057.31 Commissioner of Appeals, Chennai

Income Tax Act, 1961 2019.39 Commissioner of Appeals, Chennai

Income Tax Act, 1961 2465.43 Commissioner of Appeals, Chennai

Wealth Tax Act, 1957 1.37 Commissioner of Appeals, Chennai

Wealth Tax Act, 1957 6.50 Commissioner of Appeals, Chennai

Wealth Tax Act, 1957 5.81 Commissioner of Appeals, Chennai

Wealth Tax Act, 1957 5.63 Commissioner of Appeals, Chennai

Wealth Tax Act, 1957 0.15 Commissioner of Appeals, Chennai

TNVAT Act, 2006 0.90 Appellate Deputy Commissioner [CT] Trichy

TNVAT Act, 2006 134.08 Appellate Deputy Commissioner [CT] Trichy

TNVAT Act, 2006 150.65 Appellate Deputy Commissioner [CT] Trichy

TNVAT Act, 2006 120.56 Appellate Deputy Commissioner [CT] Trichy

TNVAT Act, 2006 102.13 Appellate Deputy Commissioner [CT] Trichy

TNVAT Act, 2006 52.13 Appellate Deputy Commissioner [CT] Trichy

TNVAT Act, 2006 87.82 Appellate Deputy Commissioner [CT] Trichy

Central Sales Tax Act, 11.47 Appellate Deputy 1956 Commissioner [CT] Trichy

Central Sales Tax Act, 12.90 Appellate Deputy 1956 Commissioner [CT] Trichy

Central Sales Tax Act, 8.30 Appellate Deputy 1956 Commissioner [CT] Trichy

Central Sales Tax Act, 10.03 Appellate Deputy 1956 Commissioner [CT] Trichy

Total 45958.39

d) According to the information and explanation given to us, the amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder have been transferred by the Company to the fund within time.

Sick Company

a) The Company does not have any 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 and in the immediately preceding financial year.

Guarantees given by the Company

a) In our opinion and according to the information and explanation given to us and based on the records produced before us during the course of our audit, the Company has not given any guarantee during the year.

Term Loans

a) The Company has obtained term loans during the year which were prima facie, applied for the purpose which they were obtained.

b) On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders. The Company has not raised any monies against issue of debentures during the year.

Frauds noticed

a) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and to the best of our knowledge and according to the information and explanations given to us, no fraud of material nature on or by the Company has been noticed or reported during the year nor have we been informed of any such case by the management.

As per our report of even date For Raman Associate Chartered Accountants Firm Registration No. - 002910S

G. Vasudevan Partner Membership No. 020739 Place - Chennai Date - 28th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of M/s. Tamil Nadu Newsprint and Papers Limited [''the Company''] which comprise the Balance Sheet as at 31st March 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 13-09-2013 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.

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 31st March 2014;

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

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

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

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

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

d) In our opinion, the Balance Sheet, the 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 13-09-2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on 31st March 2014, and taken on record by the

Board of Directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of clause [g] of sub-section [1] of Section 274 of the Companies Act, 1956 and

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S. TAMIL NADU NEWSPRINT AND PAPERS LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH 2014

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we report that:

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 at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

Inventory and its physical verification

a) The inventory has 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 has maintained proper records of inventory and no material discrepancies were noticed on physical verifications.

Loans granted / taken from related Companies

a) The Company has not granted any loans and advances, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Consequently, the provisions of clauses 4 [iii] [b], [iii] [c] and [iii] [d] of the Order are not applicable to the Company.

b) The Company has not taken any loans and advances, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs 4 [iii] [e] to 4 [iii] [g] of the Order are not applicable.

Internal Control

a) In our opinion and according to the information and explanations given to us, there are adequate internal control systems and procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

Transactions with parties'' u/s. 301

a) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements referred to Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under the section.

Public Deposits

a) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year as outlined under the provisions of the Companies (Acceptance of Deposits) Rules, 1975, as amended till date. Hence the provisions of Section 58A, 58AA or other relevant provisions of the Companies Act, 1956 are not applicable.

Internal Audit

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

Cost Records

a) The Central Government has prescribed the maintenance of cost records by the Company under Section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie, the books of accounts prescribed under the Cost Accounting records [Paper] Rules, 1975, have been maintained by the Company and the proforma specified therein for the year are under preparation. We have however not carried out a detailed verification of such records.

Statutory Dues

a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty and Cess and any other material statutory dues applicable to it with appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable were in arrears for a period of more than six months from the date they became payable. The Employees'' State Insurance Act does not apply to the Company.

c) According to the information and explanations given to us, there are no dues of Sales Tax / Income Tax / Customs Duty / Wealth Tax / Service Tax / Excise Duty / Cess which have not been deposited on account of any dispute other than those given below:

Name of the Statute Nature of Period to which Dues the amount pertains

Cenvat Credit Rules, 1944 Excise Duty Exemption 1997-1998 & 1998-1999

Cenvat Credit Rules, 2004 Input Credit Reversal 1997-1998 1998-1999 1999-2000 2000-2001 2001-2002

Cenvat Credit Rules, 2004 Capital Goods Credit 2003-2004 2004-2005 2005-2006 2006-2007

Cenvat Credit Rules, 2004 Capital Goods Credit 2006-2007 2007-2008

Cenvat Credit Rules, 2004 Input credit reversal 2006-07 on effluent 2007-08 sludge waste 2008-09 2009-10

Cenvat Credit Rules, 2004 Input Service Credit 2007-08 2008-09

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-09

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-09 2009-10

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-2009

Cenvat Credit Rules, 2004 Capital Goods Credit 2009-2010

Cenvat Credit Rules, 2004 Capital Goods Credit 2009-2010 2010-2011

Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011

Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011

Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011

Cenvat Credit Rules, 2004 Input credit reversal 2010-2011 on effluent sludge waste



Name of the Statute Amount Forum where the dispute (Rs.Lakhs)is pending

Cenvat Credit Rules, 1944 4.25 Tribunal, Chennai

Cenvat Credit Rules, 2004 4.82 Hon''ble High 2.59 Court of Madras 1.00 47.06 0.55

Cenvat Credit Rules, 2004 49.11 Tribunal Chennai 266.11 731.12 268.18

Cenvat Credit Rules, 2004 6548.75 Tribunal, Chennai 3418.78

Cenvat Credit Rules, 2004 23.91 Tribunal, Chennai 33.70 2203.39 2856.22

Cenvat Credit Rules, 2004 255.62 Tribunal, Chennai 660.76

Cenvat Credit Rules, 2004 9.44 Hon''ble High Court of Madras

Cenvat Credit Rules, 2004 15.42 Tribunal, Chennai 13.66

Cenvat Credit Rules, 2004 104.16 Commissioner, Appeals, Trichy

Cenvat Credit Rules, 2004 363.64 Tribunal, Chennai

Cenvat Credit Rules, 2004 11135.33 Tribunal, Chennai 2067.89

Cenvat Credit Rules, 2004 3.79 Tribunal, Chennai

Cenvat Credit Rules, 2004 4.53 Hon''ble High Court of Madras

Cenvat Credit Rules, 2004 5.10 Commissioner, Appeals, Trichy

Cenvat Credit Rules, 2004 824.97 Tribunal, Chennai

Name of the Statute Nature of Period to which Dues the amount pertains

Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011

Cenvat Credit Rules, 2004 Capital Goods Credit 2011-2012 2012-2013 2013-2014

Cenvat Credit Rules, 2004 Capital Goods Credit 2012-2013 2013-2014

Customs Act, 1962 Customs Duty 1991-1992

Customs Act, 1962 Customs Duty 1997-1998

Customs Act, 1962 Customs Duty 1999-2000

Customs Act, 1962 Customs Duty 1999-2000

Income Tax Act, 1961 Income Tax AY 2002-2003

Income Tax Act, 1961 Income Tax AY 2003-2004

Income Tax Act, 1961 Income Tax AY 2004-2005

Income Tax Act, 1961 Income Tax AY 2005-2006

Income Tax Act, 1961 Income Tax AY 2006-2007

Income Tax Act, 1961 Income Tax AY 2007-2008

Income Tax Act, 1961 Income Tax AY 2008-2009

Income Tax Act, 1961 Income Tax AY 2009-2010

Income Tax Act, 1961 Income Tax AY 2010-2011

Income Tax Act, 1961 Income Tax AY 2011-2012

Wealth Tax Act, 1957 Wealth Tax AY 1997-1998 To AY 1999-2000 & AY 2001-2002 to AY 2003-2004

Name of the Statute Amount Forum where the dispute (Rs.Lakhs)is pending



Cenvat Credit Rules, 2004 838.48 Tribunal, Chennai

Cenvat Credit Rules, 2004 1.30 Commissioner, 0.20 Appeals, Trichy 0.25

Cenvat Credit Rules, 2004 4.31 Commissioner, 0.76 Appeals, Trichy

Customs Act, 1962 44.34 Commissioner, Chennai and Hon''ble High Court of Madras

Customs Act, 1962 54.81 Commissioner, Chennai

Customs Act, 1962 106.29 Commissioner, Chennai

Customs Act, 1962 20.45 Commissioner, Cochin

Income Tax Act, 1961 16.48 Assessing Officer, Chennai

Income Tax Act, 1961 612.81 Hon''ble High Court of Madras/ Commissioner of Appeals, Chennai

Income Tax Act, 1961 40.87 Tribunal, Chennai

Income Tax Act, 1961 212.96 Assessing Officer, Chennai

Income Tax Act, 1961 41.18 Commissioner of Appeals, Chennai

Income Tax Act, 1961 138.53 Commissioner of Appeals, Chennai

Income Tax Act, 1961 65.54 Commissioner of Appeals, Chennai

Income Tax Act, 1961 1680.20 Commissioner of Appeals, Chennai

Income Tax Act, 1961 2057.31 Commissioner of Appeals, Chennai

Income Tax Act, 1961 2019.39 Commissioner of Appeals, Chennai

Wealth Tax Act, 1957 19.46 Assessing Officer, Chennai 39899.77

Sick Company

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

Default in dues to Bank / Financial Institutions / Debenture holders

a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any Bank, Financial Institutions or Debenture Holders.

Loans and advances made by the Company

a) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the question of documents and records does not arise.

Nidhi / Mutual Benefit Fund / Chit Funds

a) According to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit / society.

Record of Shares, Securities

a) In our Opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Hence this clause is not applicable to the Company.

Guarantees given by the Company

a) The Company has not given any guarantee for loans taken by others from banks or financial institutions based on the records produced to us during the course of our audit.

Term Loans and Short-term funds taken

a) The Company has obtained term loans during the year which were prima facie, applied for the purpose which they were obtained. However, according to the information and explanations given to us, the Company has not drawn the term loan during the year to the extent of Rs. 1054.05 crores out of Rs. 1250.00 crores of sanctioned limits.

b) According to the information and explanations given to us and an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

Preferential allotment of shares

a) The Company has not issued any shares during the year and hence the requirement regarding any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Companies Act, 1956, is not applicable.

b) According to the information and explanation given to us, the Company has not issued any debentures during the year. However, in respect of debentures outstanding at the end of the year, necessary security or charge has been created.

Disclosure of end use of funds raised in public issues

a) The Company has not raised any money though public issue during the year and as such the requirement regarding disclosure of end use of such money raised is not applicable. Hence the provision of clause 4 [xx] of the Companies [Auditor''s Report] Order, 2003 are not applicable to the Company.

Frauds noticed

a) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India and to the best of our knowledge and according to the information and explanations given to us, no fraud of material nature on or by the Company has been noticed or reported during the year nor have we been informed of any such case by the management.

As per our report of even date For Raman Associate Chartered Accountants Firm Registration No. 002910S

G. Vasudevan Partner Membership No. 020739

Place - Chennai Date - 29th May 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Tamil Nadu Newsprint and Papers Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT Re: TAMIL NADU NEWSPRINT AND PAPERS LIMITED.

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE,

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

(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 inventory and no material discrepancies were noticed on physical verification.

iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

v) As per the information and explanation given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under the section.

vi) The company has not accepted any deposits from public during the year. Hence the provisions of section 58A, 58AA or other relevant provisions of the Companies Act, 1956 are not applicable.

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

viii) The Central Government has prescribed the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and we are of the opinion that prima facie, the books of accounts prescribed under the Cost Accounting Records (Paper) Rules, 1975, have been maintained by the company and the proforma specified therein for the year are under preparation. We have however not carried out a detailed verification of such records.

ix) (a) The company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were in arrears, for a period more than six months from the date they become payable. The Employees'' State Insurance Act does not apply to the company.

(b) According to the information and explanations given to us, there are no dues of Sales Tax/Income Tax/Customs Duty/Wealth Tax/Service Tax/Excise Duty/Cess which have not been deposited on account of any dispute other than those given below:



Name of the Statute Nature of Period to which Amount Forum where the Dues the amount pertains (Rs.Lakhs) dispute is pending

Central Excise Act, 1944 Excise Duty Exemption 1997-1998 4.25 TribunalChennai and 1998-99

Cenvat Credit Rules, 2004 Input Credit Reversal 1997-1998 4.82 Hon''ble High

1998-1999 2.59 Court of Madras

1999-2000 1.00

2000-2001 45.11

2001-2002 0.55

Cenvat Credit Rules, 2004 Capital Goods Credit 2003-2004 46.61 Tribunal Chennai 2004-2005 251.85

2005-2006 689.87

2006-2007 252.44

Cenvat Credit Rules, 2004 Input Service Credit 2006-2007 15.45 Commissioner

2007-2008 17.65 Appeals

Cenvat Credit Rules, 2004 Capital Goods Credit 2006-07 6179.96 Tribunal Chennai 2007-08 3218.09

Cenvat Credit Rules, 2004 Input credit reversal 2006-07 21.92 Tribunal Chennai on effluence 2007-08 30.77

sludge waste 2008-09 1998.35

2009-10 2742.46

Cenvat Credit Rules, 2004 Input Service Credit 2007-08 240.15 Tribunal Chennai 2008-09 620.50

Cenvat Credit Rules, 2004 Input Service Credit 2008-09 8.58 High Court

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-09 13.91 Tribunal Chennai

2009-10 12.92

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-09 95.67 Commissioner Appeals

Cenvat Credit Rules, 2004 Capital Goods Credit 2009-10 331.99 Tribunal Chennai

Cenvat Credit Rules, 2004 Capital goods credit 2009-10 9338.90 Tribunal Chennai 2010-11 2031.35

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 3.39 Tribunal Chennai

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 4.05 Hon''ble HighCourt of Madras

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 4.55 Commissioner Appeals

Cenvat Credit Rules, 2004 Input credit reversal on 2010-11 739.81 Tribunal Chennai effluence sludge waste

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 747.54 Tribunal Chennai

Customs Act, 1962 Customs Duty 1991-92 44.34 Commissioner

Customs Act, 1962 Customs Duty 1997-98 54.81 Commissioner

Customs Act, 1962 Customs Duty 1999-00 126.74 Commissioner

Income Tax Act, 1961 Income Tax AY 2002-03 60.69 Assessing Officer

Income Tax Act, 1961 Income Tax AY 1996-97 to 244.47 Assessing Officer 2000-01 & 2003-04

Income Tax Act, 1961 Income Tax AY 1996-97 to 283.58 Commissioner

2000-01 & 2003-04 Appeals

Income Tax Act, 1961 Income Tax AY 2003-04 96.43 High Court Chennai

Income Tax Act, 1961 Income Tax AY 2004-05 65.16 CIT (A) / Tribunal

Income Tax Act, 1961 Income Tax AY 2005-06 137.96 Assessing Officer

Income Tax Act, 1961 Income Tax AY 2006-07 41.18 Commissioner (Appeals)

Income Tax Act, 1961 Income Tax AY 2007-08 138.53 Commissioner (Appeals)

Income Tax Act, 1961 Income Tax AY 2008-09 65.54 Commissioner (Appeals)

Income Tax Act, 1961 Income Tax AY 2009-10 1680.20 Commissioner (Appeals)

Income Tax Act, 1961 Income Tax AY 2010-11 2057.31 Commissioner (Appeals)

Wealth Tax Act, 1957 Wealth Tax AY 1997-98 to 19.46 Assessing Officer

1999-2000 & 2001-02 to

2003-04

Total 34832.80



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

xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the question of maintenance of documents and records does not arise.

xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Hence this clause is not applicable to the company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Hence this clause is not applicable to the company.

xv) The company has not given any guarantee for loans taken by others from banks or financial institutions based on the records produced to us.

xvi) According to the information and explanations given to us, the company has not utilized the term loan to the extent of Rs. 30.91 Crores for the purpose for which it has been obtained.

xvii)According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii)According to the information and explanations given to us, during the year the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) As per the information and explanation given to us, the company has not issued any debentures during the year. However, in respect of debentures outstanding at the end of the year, necessary security or charge has been created.

xx) The company has not raised any money through public issue. Hence the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.



For P.B. Vijayaraghavan & Co.

Chartered Accountants

Firm Registration No. 004721S

P.B. Srinivasan

Partner

Membership No. 203774

Place - Chennai

Date - 27th May 2013


Mar 31, 2012

1. We have examined the compliance of conditions of Corporate Governance by M/s. Tamil Nadu Newsprint and Papers Limited, for the year ended 31st March 2012 as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchange(s).

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

4. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we state that as per the records maintained and certified by the Registrars of the Company, there were no investors grievances remaining unattended/pending for more than 30 days as at 31st March 2012.

5. We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

We have audited the attached Balance Sheet of TAMIL NADU NEWSPRINT AND PAPERS LIMITED, as at 31st March 2012, 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.

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.

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

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

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

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

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

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

(v) In respect of nominee directors appointed by State Government and public financial institutions, the provisions of Section 274(1)(g) does not apply. In respect of directors other than those specified above, we report that, on the basis of written representations received from those directors and taken on record by the Board of Directors, none of them is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, they 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;

(a) In the case of Balance Sheet, of the State of Affairs of the company as at 31st March 2012;

(b) In the case of statement of Profit and Loss Account, of the Profit for the year ended on that date; and

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

For P.B. Vijayaraghavan & Co.

Chartered Accountants

Firm Registration No. 004721S

P.B. Srinivasan

Place - Chennai Partner

Date - 29th May 2012 Membership No. 203774

i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets;

(b) Fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

(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 inventory and no material discrepancies were noticed on physical verification.

iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

v) As per the information and explanation given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under the section.

vi) The company has not accepted any deposits from public during the year. Hence the provisions of section 58A, 58AA or other relevant provisions of the Companies Act, 1956 are not applicable.

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

viii) The Central Government has prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie, the books of accounts prescribed under the Cost Accounting Records (Paper) Rules, 1975, have been maintained by the company and the preformed specified therein for the year are under preparation. We have however not carried out a detailed verification of such records.

ix) (a) The company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor

Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were in arrears, for a period more than six months from the date they become payable. The Employees' State Insurance Act does not apply to the company.

(b) According to the information and explanations given to us, there are no dues of Sales Tax/Income Tax/Customs Duty/Wealth Tax/Service Tax/Excise Duty/Cess which have not been deposited on account of any dispute other than those given below:

Name of the Statute Nature of Period to which Amount Forum where the Dues the amount pertains (Rs.Lakhs) dispute is pending

Central Excise Act, 1944 Excise Duty Exemption 1997-1998 4.25 Tribunal Chennai and 1998-99

Cenvat Credit Rules, 2004 Input Credit Reversal 1997-1998 4.82 High Court

1998-1999 2.59

1999-2000 1.00

2000-2001 43.16

2001-2002 0.55

Cenvat Credit Rules, 2004 Capital Goods Credit 2003-2004 44.11 Tribunal Chennai

2004-2005 237.58

2005-2006 648.63

2006-2007 236.70

Cenvat Credit Rules, 2004 Input Service Credit 2006-07 14.01 Commissioner

2007-2008 15.95 Appeals

Cenvat Credit Rules, 2004 Capital Goods Credit 2006-07 5811.17 Tribunal Chennai

2007-08 3017.40

Cenvat Credit Rules, 2004 Input credit reversal on 2006-07 19.93 Tribunal Chennai effluent sludge waste 2007-08 27.83

2008-09 1793.31

2009-10 2715.40

Cenvat Credit Rules, 2004 Input Service Credit 2007-08 224.68 Tribunal Chennai

2008-09 580.23

Cenvat Credit Rules, 2004 Input Service Credit 2008-09 20.90 Tribunal Chennai

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-09 7.68 High Court

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-09 12.39 Tribunal Chennai

2009-10 10.93

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-09 87.18 Commissioner Appeals

Cenvat Credit Rules, 2004 Capital Goods Credit 2009-10 300.40 Tribunal Chennai

Cenvat Credit Rules, 2004 Capital goods credit 2009-10 8505.25 Tribunal Chennai

2010-11 2014.39

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 2.98 Tribunal Chennai

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 3.56 High Court

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 4.00 Commissioner Appeals

Cenvat Credit Rules, 2004 Input credit reversal on 2010-11 654.65 Tribunal Chennai

effluent sludge waste

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 656.60 Tribunal Chennai

Cenvat Credit Rules, 2004 Input service credit 2010-11 12.02 Commissioner

2011-12 11.25 Appeals



Customs Act, 1962 Customs Duty 1991-92 44.34 Commissioner

Customs Act, 1962 Customs Duty 1997-98 54.81 Commissioner

Customs Act, 1962 Customs Duty 1999-00 126.74 Commissioner

Income Tax Act, 1961 Income Tax AY 2002-03 60.69 Assessing Officer

Income Tax Act, 1961 Income Tax AY 1996-97 244.47 Assessing Officer

to 2000-01 & 2003-04

Income Tax Act, 1961 Income Tax AY 1996-97 283.58 Commissioner

to 2000-01 & (Appeals)

2003-04

Income Tax Act, 1961 Income Tax AY 2003-04 96.43 High Court Chennai

Income Tax Act, 1961 Income Tax AY 2004-05 65.16 CIT (A) / Tribunal

Income Tax Act, 1961 Income Tax AY 2005-06 137.96 Assessing Officer

Income Tax Act, 1961 Income Tax AY 2006-07 41.18 Commissioner (Appeals)

Income Tax Act, 1961 Income Tax AY 2007-08 138.53 Commissioner (Appeals)

Income Tax Act, 1961 Income Tax AY 2008-09 65.54 Commissioner

(Appeals)

Income Tax Act, 1961 Income Tax AY 2009-10 1680.20 Commissioner

(Appeals)

Wealth Tax Act, 1957 Wealth Tax AY 1997-98 19.46 Assessing Officer

to 1999-2000

& 2001-02 to 2003-04

Total 30806.57

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

xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the question of maintenance of documents and records does not arise.

xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Hence this clause is not applicable to the company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Hence this clause is not applicable to the company.

xv) The company has not given any guarantee for loans taken by others from banks or financial institutions based on the records produced to us.

xvi) According to the information and explanations given to us, the company has not utilized the term loan to the extent of Rs.89.37 crores for the purpose for which it has been obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii) According to the information and explanations given to us, during the year the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) As per the information and explanation given to us, the company has not issued any debentures during the year. However, in respect of debentures outstanding at the end of the year, necessary security or charge has been created.

xx) The company has not raised any money through public issue. Hence the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For P.B. Vijayaraghavan & Co.

Chartered Accountants

Firm Registration No. 004721S

P.B. Srinivasan

Partner

Membership No. 203774

Place - Chennai

Date - 29th May 2012


Mar 31, 2011

We have audited the attached Balance Sheet of TAMIL NADU NEWSPRINT AND PAPERS LIMITED, as at 31st March 2011, 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.

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.

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

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

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

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

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

(iv) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(v) In respect of nominee directors appointed by State Government and public financial institutions, the provisions of Section 274(l)(g) does not apply. In respect of directors other than those specified above, we report that, on the basis of written representations received from those directors and taken on record by the Board of Directors, none of them is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(vi) As the Central Government is yet to notify Cess payable under Section 441A, the reporting requirement under Section 227(3)(g) of the Companies Act, 1956 does not arise.

(vii) 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;

(a) In the case of Balance Sheet, of the State of Affairs of the company as at 31st March 2011;

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

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

ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE,

i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets;

(b) Fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year.

ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

(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 inventory and no material discrepancies were noticed on physical verification.

iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

v) As per the information and explanation given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under the section.

vi) The company has not accepted any deposits from public during the year. Hence the provisions of section 58A, 58AA or other relevant provisions of the Companies Act, 1956 are not applicable.

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

viii) The Central Government has prescribed the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and we are of the opinion that prima facie, the books of accounts prescribed under the Cost Accounting Records (Paper) Rules, 1975, have been maintained by the company and the proforma specified therein for the year are under preparation. We have however not carried out a detailed verification of such records.

ix) (a) The company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were in arrears, for a period more than six months from the date they become payable. The Employees' State Insurance Act does not apply to the company.

(b) According to the information and explanations given to us, there are no dues of Sales Tax/Income Tax/Customs Duty/Wealth Tax/Service Tax/Excise Duty/Cess which have not been deposited on account of any dispute other than those given below:

Name of the Statute Nature of Period to which Amount Forum where the Dues the amount pertains (Rs.Lakhs) dispute is pending

Central Excise Act, 1944 Excise duty exemption 1997-1998, 4.25 Tribunal, Chennai 1998-1999

Cenvat Credit Rules, 2004 Input credit reversal 1997-98, 1998-99 50.17 High Court, Chennai.

1999-2000, 2000-01 2001-02

Cenvat Credit Rules, 2004 Capital goods credit 2003-04, 2004-05, 1093.07 Tribunal,Chennai. 2006-07, 2007-08

Cenvat Credit Rules, 2004 Input service credit 2005-06, 2006-07 17.50 Tribunal,Chennai.

Cenvat Credit Rules, 2004 Input service credit 2006-07, 2007-08 30.43 Commissioner (Appeals)

Cenvat Credit Rules, 2004 Capital goods credit 2006-07, 2007-08 8257.53 Tribunal,Chennai.

Cenvat Credit Rules, 2004 Input service credit 2007-08, 2008-09 768.44 Tribunal,Chennai.

Cenvat Credit Rules, 2004 Capital goods credit 2008-09, 2009-10 20.43 Tribunal,Chennai.

Cenvat Credit Rules, 2004 Capital goods credit 2008-09 77.89 Commissioner (Appeals)

Cenvat Credit Rules, 2004 Capital goods credit 2009-10 268.72 Tribunal,Chennai.

Cenvat Credit Rules, 2004 Input service credit 2009-10, 2010-11 6.87 Commissioner (Appeals)

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 2.57 Tribunal,Chennai.

Cenvat Credit Rules, 2004 Capital goods credit 2010-11 3.08 Commissioner (Appeals)

Customs Act, 1962 Custom Duty 1991-92 44.34 Commissioner

Customs Act, 1962 Custom Duty 1997-98 54.81 Commissioner

Customs Act, 1962 Custom Duty 1999-00 126.74 Commissioner

Income-tax Act, 1961 Income-tax AY 2002-03 60.69 Assessing Officer

Income-tax Act, 1961 Income-tax AY 1996-97 to 244.47 Assessing Officer 2000-01 & 2003-04

Income-tax Act, 1961 Income-tax AY -1996-97 to 283.58 Commissioner (Appeals) 2000-01 & 2003-04

Income-tax Act, 1961 Income-tax AY 2003-04 72.29 High Court, Chennai

Income-tax Act, 1961 Income-tax AY 2004-05 56.46 Tribunal,Chennai

Income-tax Act, 1961 Income-tax AY 2005-06 137.96 Commissioner (Appeals)

Income-tax Act, 1961 Income-tax AY 2006-07 5.97 Tribunal,Chennai

Income-tax Act, 1961 Income-tax AY 2008-09 9.09 Commissioner (Appeals)

Wealth Tax Act, 1957 Wealth Tax AY 1997-98, 19.46 Assessing Officer 1998-99, 1999-00, 2001-02, 2002-03, 2003-04

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

xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the question of maintenance of documents and records does not arise.

xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Hence this clause is not applicable to the company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Hence this clause is not applicable to the company.

xv) The company has not given any guarantee for loans taken by others from banks or financial institutions based on the records produced to us.

xvi) According to the information and explanations given to us, the company has not utilized the term loan to the extent of Rs.37.58 crores for the purpose for which it has been obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii) According to the information and explanations given to us, during the year the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) As per the information and explanation given to us, the company has not issued any debentures during the year. However, in respect of debentures outstanding at the end of the year, necessary security or charge has been created.

xx) The company has not raised any money through public issue. Hence the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For P.B. Vijayaraghavan & Co.

Chartered Accountants

Firm Registration No. 004721S

P.B. Srinivasan

Place - Chennai Partner

Date - 27th May 2011 Membership No. 203774


Mar 31, 2010

1. We have audited the attached Balance Sheet of TAMILNADU NEWSPRINT AND PAPERS LIMITED as at 31st March 2010, 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

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

(v) In respect of nominee directors appointed by State Government and public financial institutions, the provisions of Section 274(l)(g) does not apply. In respect of directors other than those specified above, we report that, on the basis of written representations received from those directors and taken on record by the Board of Directors, none of them is 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 Companies Act, 1956.

(vi) As the Central Government is yet to notify Cess payable under Section 441A, the reporting requirement under Section 227(3)(g) of the Companies Act, 1956 does not arise.

(vii) 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:

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

b) Fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c) No Substantial part of the fixed assets have been disposed off during the year.

ii) a) Physical verification of Inventory has been conducted at reasonable intervals by the management.

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 inventory and no material discrepancies were noticed on physical verification.

iii) a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The company has not taken any loans, secured or unsecured from companies, firms or.other parties covered in the register maintained under section 301 of the Companies Act, 1956.

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

v) As per the information and explanation given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under the section.

vi) The company has not accepted any deposits from public during the year. Hence the provisions of sections 58A, 58AA or other relevant provisions of the Companies Act, 1956 are not applicable.

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

viii) The Central Government has prescribed the maintenance of records under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that, prima facie, the books of accounts prescribed under the Cost Accounting Records (Paper) Rules, 1975, have been maintained by the Company and the proforma specified therein for the year are under preparation. We have however not carried out a detailed verification of such records.

ix) a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable were in arrears, for a period more than six months from the date they become payable. The Employees State Insurance Act does not apply to the company.

b) According to the information and explanations given to us, there are no dues of Sales Tax/Income Tax/ Customs Duty/Wealth Tax/Service Tax/Excise Duty/ Cess which have not been deposited on account of any dispute other than the following:

SI. Nature of Amount Forum where dispute

No. Dues Rs. lakh is pending

1 Income Tax 4250.96 Commissioner of Income Tax (Appeals)

2 Income Tax 16.48 Assessing Officer

3 Wealth Tax 19.46 Wealth Tax Assessing Authorities

4 Central Excise 48.76 Honble Madras and Service High Court Tax 5 Central Excise 9615.69 CESTAT and Service Tax

6 Central Excise 57.43 Commissioner Appeals and Service Tax

7 Customs Duty 8.68 Honble Madras High Court

8 Customs Duty 262.53 Customs Assessment Authorities

Total 14279.99

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

xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the question of maintenance of documents and records does not arise.

xiii) The company is not a chit fund or a nidhi/mutual benefit fund/society. Hence this clause is not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Hence this clause is not applicable to the company.

xv) The company has not given any guarantee for loans taken by others from banks or financial institutions based on the records produced to us.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) During the year, the company has temporarily utilized short term loan funds to the extent of Rs.S0.67 Crore for long term purpose (Funding Mill Expansion Plan).

xviii) According to the information and explanations given to us, 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 Act.

xix) The Company has issued Non-convertible Debentures of Rs. 50 Crore during the financial year 2009-10 and Rs. 100 Crore during the financial year 2008-09 for which the Company has created necessary security or charge.

xx) The Company has not raised any money through public issue. Hence the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For P.B. Vijayaraghavan & Co

Chartered Accountants

Firm Registration No. 004721S

P B Srinivasan

Partner

Membership No. 203774

Place : Chennai

Date : 25th May 2010

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