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Auditor Report of Tijaria Polypipes Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of TIJARIA POLYPIPES LIMITED, which comprise the Balance Sheet as at March 31, 2015, 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

2. The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. 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 control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we further 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, 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

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

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014.

i. The Company does have pending litigation with Securities Exchange Board of India regarding utilization of IPO Proceeds which could impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise

Annexure referred to in paragraph 7 in our Report of even date to the members of TIJARIA POLYPIPES LIMITED, JAIPUR

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 our audit, we report that:

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

(b). As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification.

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

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

c) The Company has maintained proper records of inventories. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

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

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public covered under Section 73 to 76 of the Companies Act, 2013. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

vi. As informed to us, the Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act and such records and accounts have been maintained by the company.

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues,including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty,Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes but there are dues of Income-tax which have not been deposited on account of dispute, details of which are as under:

S.No. Assessment Demand Amount deposited Appeal Pending Year raised by against the before the AO disputed demand

1 2009-10 5,07,730/- 2,00,000/- CIT (A)II,Jaipur

2 2010-11 2,63,31,545/- 2,61,25,750/- ITAT, Jaipur

3 2009-10 3,90,26,553/- 60,00,000/- STAT, Mumbai

i. The Company have accumulated losses Rs.10,21,10,376/- at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

ii. According to the records of the company examined by us and as per the information and explanations given to us, the company has not defaulted in repayment of dues financial institution or banks and has not issued debentures subject to following :

The Company has defaulted in payment of interest due on term loan to Bank of India amounting to Rs.2,21,66,097/- which became due from July 2014 to December 2014, this was cleared on 7th January 2015.

iii. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

iv. In our opinion, and according to the information and explanations given to us, the company has utilized all term loan raised for the purpose those were obtained.

v. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For AGRAWAL JAIN & GUPTA Chartered Accountants Firm No. 013538C

Date : 27.05.2015 Place : Jaipur (CA. NITESH AGRAWAL) PARTNER Membership No. 406155


Mar 31, 2014

1. We have audited the accompanying financial statements of TIJARIA POLYPIPES LIMITED which comprise the Balance Sheet as at March 31, 2014 and 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

2. 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 211of the Companies Act ,1956.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 misstatements ,whether due to fraud and error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with the ethical requirements plan and perform the audit to obtained reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risk of material misstatements 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 and the reasonableness of accounting estimates made by management, as well as evaluating the overall financial statement.

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

Opinion

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

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

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

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

Report on other Legal and Regulatory Requirements

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

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

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

b) In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of these books (and proper returns adequate for the purpose of our audit have been received from the branches not visited by us);

c) The Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account (and with the returns received from branches not visited by us);

d) In our opinion, the Balance Sheet, Profit and Loss Account and cash flow statements comply with the accounting standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the Directors as on March 31, 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31,2014 from being appointed as a Director in terms of Section 274 (1)(g) of the Companies Act 1956.

ANNEXURE REFERRED TO IN PARAGRAPH (C) OF OUR REPORT OF EVEN DATE Re: TIJARIA POLYPIPES LIMITED, JAIPUR

1) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. As explained to us, All fixed assets were physically verified by the management in the year before last year in accordance with a planned programmed of verifying these once in three years, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets and no material discrepancies were found on such verification. There was no substantial disposal of fixed assets during the year.

2) In our opinion and according to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals. The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) The detail of loans taken by the Company from a party covered in the register maintained under Section 301 of the Companies Act, 1956 is given below :

(Rs In Lacs)

Name of theParty Relationship Opening Amount Taken Balance during the year

Tijaria Industries Ltd. Shareholder 128.95 16.00

Tijaria International Ltd. Common Directors 0.00 5.00

Tijaria Vinyl P Ltd. Shareholder 74.90 11.50

Alok Jain Tijaria Promoter-Director 26.92 37.26

Vikas Jain Tijaria Promoter-Director 22.00 32.60

Praveen Jain Tijaria Promoter-Director 0.00 45.00

Vineet Jain Tijaria Promoter-Director 0.00 49.60

(Rs In Lacs)

Name of theParty Relationship Amount Repaid Closing during the year Balance Tijaria Industries Ltd. Shareholder 0.50 144.45

Tijaria International Ltd. Common Directors 1.51 3.49

Tijaria Vinyl P Ltd. Shareholder 0.00 86.40

Alok Jain Tijaria Promoter-Director 42.18 22.00

Vikas Jain Tijaria Promoter-Director 37.00 17.60

Praveen Jain Tijaria Promoter-Director 15.00 30.00

Vineet Jain Tijaria Promoter-Director 19.60 30.00

In our opinion and according to the information and explanations given to us, the loan has taken unsecured loan and other terms and conditions for such

loans are not prima facie prejudicial to the interest of the Company. In respect of loans taken, the repayment of the loan amount is as stipulated and

there is no overdue amount of loans taken from the aforesaid party. The company has not paid any interest on above loans.

As informed to us, the Company has not granted any loans, secured or unsecured to firms, companies or other parties covered in the register maintained

under Section 301 of the Companies Act 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5) Based on the audit procedures applied by us and according to information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. In our opinion and According to the information and explanations given to us, the transactions with parties with whom transactions exceeding value of rupees five lakhs have been entered into during the financial year are at prices, which are reasonable having regard to the prevailing market price at the relevant time.

6) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the act and the rules framed there under.

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

8) To the best of our knowledge and as explained to us, the Central Government has not prescribed maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

9) According to the information and explanation given to us and records of the company examined by us in our opinion prima-facie the Company is regular in depositing undisputed statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, sales tax, customs duty and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable but there are dues of Income-tax which have not been deposited on accounts of dispute,

Assessment emand raised Amount deposited Appeal Pending before Year by the AO against the disputed demand

2009- 10 5,07,730/- 2,00,000.00 CIT (A) II, JAIPUR

2010- 11 23,95,92,620/- NiL DCIT, CIRCLE - 4, JAIPUR

2012- 13 47,21,156/- Nil Assistant Commissioner, Commercial Taxes Department, Special - 3, Jaipur 2012- 13 30,70,021/ Nil Assistant Commissioner, Commercial Taxes Department, Special - 3, JaipurSales Tax Officer, Refund and Refund

2009- 10 3,84,49,118/- Nil Sales tax officer, refund Audit, Nasik

10) The Company has accumulated losses of Rs.1,05,87,109/- at the end of the financial year, though the company has not incurred cash losses in the current and immediately preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given by the management, we hereby report that the Company has defaulted in repayment of Installments and Interest due to Bank of India. Company has also defaulted in its commitments for Letter of Credit issued by Bank of India. The Company did not have any outstanding debentures during the year.

12) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies. Therefore, provisions of clause 4 (xiii) of the Companies (Auditor Report) Order, 2003 are not applicable to the Company.

14) In our opinion, the Company does not deal or trade in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor Report) Order, 2003 are not applicable to the Company.

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

16) Based on the information and explanations given to us by the management, The Company has not raised any term loan during the year, but the company by its restructuring proposal to Bank of India has converted its overdue Interest on existing term loans and overdue Cash Credit Limits into Term Loans whose repayment shall start in November 2015.

17) 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 investments. No long-term funds have been used to finance short-term assets except permanent working capital.

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

19) The Company did not have any outstanding debentures during the year.

20) The Company has not raised any money through a public issue during the year.

21) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during of our audit.

For AGRAWAL JAIN & GUPTA Chartered Accountants Firm No. 013538C

(CA NITESH AGRAWAL) PARTNER Membership No. 406155

Date : 30.05.2014 Place : Jaipur


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of TIJARIA POLYPIPES LIMITED which comprise the Balance Sheet as at March 31, 2013 and 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

2. 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 211of the Companies Act ,1956.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 misstatements ,whether due to fraud and error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with the ethical requirements plan and perform the audit to obtained reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risk of material misstatements 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 and the reasonableness of accounting estimates made by management, as well as evaluating the overall financial statement.

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

Opinion

5. 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/ loss for the year ended on that date; and

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

Report on other Legal and Regulatory Requirements

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

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

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

b) In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of these books (and proper returns adequate for the purpose of our audit have been received from the branches not visited by us);

c) The Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account (and with the returns received from branches not visited by us);

d) In our opinion, the Balance Sheet, Profit and Loss Account and cash flow statements comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representation 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 Section 274 (1)(g) of the Companies Act 1956.

ANNEXURE REFERRED TO IN PARAGRAPH (C) OF OUR REPORT OF EVEN DATE Re: TIJARIA POLYPIPES LIMITED, JAIPUR

1) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. As explained to us, All fixed assets were physically verified by the management in the year before last year in accordance with a planned programme of verifying these once in three years, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets and no material discrepancies were found on such verification. There was no substantial disposal of fixed assets during the year.

2) In our opinion and according to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals. The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

In our opinion and according to the information and explanations given to us, the loan has taken unsecured loan and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company. In respect of loans taken, the repayment of the loan amount is as stipulated and there is no overdue amount of loans taken from the aforesaid party. The company has not paid any interest on above loans. As informed to us, the Company has not granted any loans, secured or unsecured to firms, companies or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5) Based on the audit procedures applied by us and according to information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. In our opinion and According to the information and explanations given to us, the transactions with parties with whom transactions exceeding value of rupees five lakhs have been entered into during the financial year are at prices, which are reasonable having regard to the prevailing market price at the relevant time.

6) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the act and the rules framed there under.

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

8) To the best of our knowledge and as explained to us, the Central Government has not prescribed maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

9) According to the information and explanation given to us and records of the company examined by us in our opinion prima-facie the Company is regular in depositing undisputed statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, sales tax, customs duty and excise duty were outstanding.

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

11) Based on our audit procedures and on the basis of information and explanations given by the management, we are of opinion that the Company has not defaulted in repayment of dues to banks and financial institution. The Company did not have any outstanding debentures during the year.

12) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies. Therefore, provisions of clause 4 (xiii) of the Companies (Auditor Report) Order, 2003 are not applicable to the Company.

14) In our opinion, the Company does not deal or trade in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor Report) Order, 2003 are not applicable to the Company.

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

16) Based on the information and explanations given to us by the management, The Company has not raised any term loan during the year.

17) 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 investments. No long-term funds have been used to finance short-term assets except permanent working capital.

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

19) The Company did not have any outstanding debentures during the year.

20) The Company has not raised any money through a public issue during the year. Though during the year 2011-12, The Company has made a public issue of Rs. 60.00 Crores, part of which has been utilized during the current year and the details of utilization and deviation are mentioned in the notes to accounts.

21) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during of our audit.

For AGRAWAL JAIN & GUPTA

Chartered Accountants Firm No. : 013538C

(CA NITESH AGRAWAL)

PARTNER

Membership No. 406155

Date : 30.05.2013

Place : Jaipur


Mar 31, 2012

We have audited the attached Balance Sheet of Tijaria Polypipes Limited, Jaipur, as at 31st March, 2012, the Statement of Profit and Loss and also the Cash flow statement of the Company 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 have conducted our audit in accordance with the Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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 and 5 of the said Order.

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash flow statement dealt with by this report comply with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of the written representations received from the Directors of the Company as on 31st March, 2012 and taken on record by the Board of Directors, we report that no Director is prima-facie, 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.

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

i. In the case of the Balance Sheet, of the state of affairs of the Company as of 31st March, 2012;

ii. In the case of the Statement of Profit and Loss of the loss of the Company for the year ended on that date; and

iii. In case of the Cash Flow Statement, of the Cash flow of the company for the year ended on that date.

REFERRED TO OUR REPORT OF EVEN DATE:

1. In respect of its fixed assets

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. (a) As explained to us, the Inventories has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the Company has maintained records of its Inventories in accordance with the Central Excise Law.

3. (a) According to information and explanations given to us, the company has granted unsecured loans payable on demand to one party covered in the register maintained under section 301 of the Companies Act, 1956. Particulars as under:-

No. of Parties 1

Granted During the year 25,00,000/-

Repayment Received in Year 25,00,000/-

Closing Balance Nil

(b) The company has not received any interest on such loan mentioned above and in our opinion, the term & conditions of the loan are not prejudicial to the interest of the company as during the year company has taken unsecured loan of' 5.74 Crores from the person who are covered in the register maintained under section 301 of the Act on which no interest has been paid by the company,

(c) The amount given as mentioned above has been received.

(d) In respect of the above said loan and interest thereon there are no overdue amounts.

(e) According to information and explanations given to us, the Company had taken loans from nine parties covered in the register maintained under section 301 of the Companies Act, 1956, particulars of which are as under

No. of Parties 9

Opening Balance 2,69,57,507.09

Taken or Accepted in year 5,74,00,000.00

Repaid during the year 6,72,08,569.59

Closing Balance 1,44,00,000.00

(f) The company has not paid any interest on such loan mentioned above hence the question of prejudicial to the interest of the company does not arise.

(g) The amount taken as mentioned above has been repaid by the company except in case of one concern whose balance outstanding at the end of the year was of' 1.44 Crores.

4. In our opinion and according to the information and explanations given to us the company has its own internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956;

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of' 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company

6. According to the information and explanations given to us, the Company has not accepted / invited deposits from the public falling within the preview of Section 58A / 58AA of the Companies Act, 1956 during the financial year.

7. In our opinion, the Company have an Internal Audit system commensurate with the size and nature of its Business.

8. In our opinion and according to the information and explanation given to us, the company is not required for maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956; however the company has maintained the stock details necessary for the excise department.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax , Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears, as of 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are dues of Income Tax which have not been deposited on Account of dispute, details of which are as under:

S. No. Assessment Demand raised by Amount deposited against the Appeal Pending before Year the AO disputed demand

1. 2009-10 5,07,730.00 2,00,000.00 CIT (A) II, Jaipur

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

11. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial Institutions, banks.

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

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from Bank or financial institutions.

16. The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

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

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

19. The company has not issued any debentures during the year and therefore the question of creating security in respect thereof does not arise.

20. The Company has made Public Issue during the year which was open for subscription from 27.09.2011 to 29.09.2011 and an amount of ' 10.00 Crores was received on account of equity share capital and ' 50.00 Crores was received on account of securities premium account. However, as regard to the disclosure of the end use of money it is submitted that an enquiry is pending before the Securities and Exchange Board of India, which was also mentioned by us in the limited review report filed for the quarter ended 31.12.2011 and report of year ended on 31.03.2012. The end use of the funds raised is under scrutiny before the appropriate authorities and due mention has been made in the notes to the financial statements and hence we have not commented upon the utilization of IPO Proceeds.

21. According to the information and explanations given to us, based upon the audit procedures performed and representations made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit nor have we been informed of such case by the management.

For LOKENDRA SHARMA & CO.

Chartered Accountants

Firm Registration No. 006684C

Lokendra Sharma

Partner

Membership No. 75502

Place: Jaipur

Dated: May 30, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Tijaria Polypipes Limited (the "Company") as at 31st March, 2011, the related Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

(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 accounts as required by law have been kept by the Company so far as appears from our examination of such books,

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

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

(e) On the basis of written representations received from the directors, as on April 30, 2011 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2011 from being appointed as a director m terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations and certificates dated 30th April 2011 given by the management of the Company to us. the said financial statements together with the notes thereon and attached thereto give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) In the case of balance sheet, of the state of affairs of the company as at 31st March, 2011,

(ii) In the case of profit and loss account, of the profit of the company for the year ended on that date;

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF TUARJA POLYPIPES LIMITED

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

b) According to the information and explanation given to us most of the fixed assets of the company have been physically verified by the management during the year and to the best of our knowledge, no serious discrepancies were noticed on such verification.

c) During the year under audit, substantial part of the fixed assets has not been disposed off by the Company. However, old vehicles out of fixed assets were sold during the year under audit. Though, the said sale does not affect going concern status of the company as the same has been done towards replacement and expansion requirements.

2. a) As explained to us, the inventory of raw material, finished goods and stores etc. has been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable.

b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business

c) On the basis of examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification of the same carried out by the management of the company.

3. a) The company has taken unsecured loans from eleven persons / parties listed in the register maintained under section 301 of the Companies Act, 1956 and three group Companies The balance at the end of the reporting period aggregated to Rs. 1,74,45,559/-.

b) These unsecured loans & temporary advances are interest free & have no prescribed repayment schedule. As explained to us by the management, other terms & conditions of these unsecured loans & temporary advances are not prejudicial to the interest of the Company.

c) in view of above, our reporting under para c & d of this clause is irrelevant,

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases, fixed assets and sales. No major weakness was noticed in the internal control system during our course of audit.

5. a) According to information and explanations provided by the management, the company did not enter into any transaction that need to be entered into the register maintained under section 301, therefore our reporting about the same under para a and b of this clause is irrelevant.

6. As per the information and explanations given to us, the company has not accepted deposits attracting the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the company's present internal audit system is commensurate with its size and nature of business.

8. In our opinion, the maintenance of cost records has not been prescribed for the company by the Central Government under section 209 (1) (d) of the Companies Act, 1956 (1 of 1956)

9. a) According to the books and records as produced and examined by us in accordance with Generally Accepted Auditing Practices in India and also based on management representations, undisputed statutory dues in respect of provident fund, income tax, service tax, VAT, excise duty, ESI and other material statutory dues have generally been regularly deposited by the company during the period under review with the appropriate authorities in India.

b) According to information and explanations given to us, no undisputed amounts payable in respect of income tax, excise duty, service tax, VAT and excise duty were outstanding as on 31st March, 2011 for a period of more than six months from the date same became payable.

10. The company does not have any accumulated losses, nor it has incurred any cash losses during the year ended on 31 032011 or in the immediately preceding financial year, hence our comments on erosion of net worth are not applicable.

11 As observed by us and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to its financial institution or bank.

12. Since the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures & other securities. Hence, we have no comments to offer under this clause.

13. As per the information and explanations given to us, no provision of any special statue including Chit Fund etc. is applicable to the Company Since the Company is not a Nidhi / Mutual benefit fund / society, other provisions of CARO 2003 clause xiii (a), (b) (c) & (d) are not applicable.

14. As per the information and explanations given to us. the Company is not dealing in Shares. Securities, Debentures or other investments, hence, our comments on maintenance of records of transactions of such contracts are not applicable

15 Since the company has not given any guarantee in respect of loans taken by others to any bank or financial institutions, hence our comments as regards terms and conditions of such guarantee are irrelevant

16. On the basis of review of utilization of funds pertaining to term loans on overall basis and related information as made available to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

17. As observed by us and as per the information and explanations given to us. we are of the opinion that the funds raised on short-term basis have not been used for long-term investment and vice-versa.

18. Based on our examination of records and the information provided to us by the management, we report that the company has made preferential allotment of 13,10,770 Equity Shares (face value of Rs 10/- per Equity Share at a premium of Rs, 55/- per share, involving a total amount of Rs. 8,52,00,050/-) to M/s Tijaria Vinyl Pvt. Ltd. which is a party covered in the register maintained under section 301 of the Act. As explained to us, the said allotment is not prejudicial to the interest of the Company.

19. Since no debentures were issued by the company, hence the question of creation of security In this respect does not arise.

20 Since no money has been raised by the company by means of public issue hence the question of disclosure of same in financial statements and verification of the same does not arise.

21, Based upon the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the half year under audit or even till the date of audit.

For S. MISRA & ASSOCIATES For G.K. MITTAL & ASSOCIATES

CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

FRN - 004972C FRN -05842C

(SUNIL SHARMA) (JOGENDRA SINGH SHEKHAWAT) PARTNER PARTNER M. No. - 408683 M. No - 079348

DATE : MAY 2, 2011 PLACE : JAIPUR

 
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