Auditor Report of Triveni Glass Ltd.

Mar 31, 2016

To The Members of Triveni Glass Limited Allahabad

We have audited the accompanying financial statements of Triveni Glass Limited, which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended.

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 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 preparation 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 orerror.

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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

i. We could not physically verify the Plant & machinery at Allahabad unit as we were not allowed to enter the factory premises due to labor disturbances. Hence the balances of Rs.4, 31, 42,493.04 appearing against Plant& Machinery remain unaudited and we had conducted the physical verification at Rajahmundry unit.

ii. Rs.26.85 Crores is advance received in anticipation of sale of Land & Building of the Allahabad Plant and subject to the approval of appropriate authority.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in above point (i) & (ii), the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In case of Balance Sheet, of the state of affairs of the Company as at 31 March, 2016,

(b) In case of the statement of Profit &loss of the Profit of the company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the order”), issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Ac,2013, we give in the Annexure a statement on the matters specified in paragraph 3 & 4 of the order, to the extent applicable.

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) Except for the effects of the matter described in the point (i) & (ii) above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

(d) Except for the effects of the matter described in the points (i) & (ii) above, in our opinion, the aforesaid 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 the written representations received from the directors as on 31 March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Triveni Glass Limited on the accounts of the company for the year ended 31^st March, 2016.

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

(b) All the fixed assets have not been physically verified by the management during the year but there is the regular programme of verification which in our opinion is reasonable having regard to the size of the company and of its assets. No discrepancies were noticed on such physical verification. However, no verification has been carried out in Allahabad Unit due to its closure.

(c) Title deeds of immovable properties are held in the name of the company.

ii. As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. However, at Allahabad Unit, all the inventory items had not been physically verified, as the factory remained closed for a considerable period of time.

iii. (a) The company has not granted unsecured loans, to parties covered by the clause (76) of Section 2 of the Companies Act, 2013.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken an unsecured loan from the director of the company. The detail is provided below:-

S. no.	Party Name	Opening	Closing
1	Mr.J.K.Agrawal	103.65 Lacs	103.65 Lacs

iv. Provision of Section 185 and 186 of the companies Act, 2013 has been compiled in respect of Loans, investment, guarantees, and security.

v. The directives issued by the Reserve Bank Of India and the provision of Sec 73 to 76 or any other relevant provision of the Companies Act 2013 and the Rules framed there under is not applicable on the company as company has not accepted any deposits

vi. To the best of our knowledge and explanation given to us by the management, the Central Government has prescribed maintenance of cost records for the Glass Industry and the cost Audit has been conducted for the year 2014-15 as per the Govt. order and report submitted to Govt. against which there are no adverse observations.

vii. (a) In our opinion and as per the explanation given to us, the company is generally regular in depositing undisputed statutory dues including provident fund, income tax, sales tax, duty of excise, and other statutory dues with appropriate authorities and are outstanding as at 31st March, 2016

Name of the Statute	Nature of the Dues	Amount (Rs. in Lac)	Period to which the amount relates
Income Tax Act, 1961	Income Tax Deducted from Source -Allahabad -Rajahmundry	4.51 3.12	March ’16 1 since March ’16 _T paid
	Fringe Benefit Tax - Allahabad	31.77	2008-2009
Provident Fund Act	Employee Family pension Fund Rajahmundry	1.11	March ’16 - Since Paid
Central Excise	Rajahmundry	4.69	March ‘ 16 - since paid
State Sales Tax	Rajahmundry	6.22 46.02 19.59 15.28 87.11	2009-2010 ^ 2010-2011 2012-2013 2013-2014
	Total	132.31

(b) The disputed statutory dues aggregating to Rs. 6437.77 Lacs, that has not been deposited on account of matters pending before appropriate authorities are as under:

SL NO	NAME OF THE STATUTE	NATURE OF THE DUES	FORUM WHERE DISPUTE IS PENDING	AMOUNT (Rs. in Lac)
1.	Central Excise Act and CENVAT Credit Rules, 2004	Central Excise Duty and CENVAT credit	Central Excise Service Tax Appellate Tribunal, New Delhi	726.00
2.	Central Excise Act and CENVAT Credit Rules, 2004	Central Excise Duty and CENVAT credit	Central Excise Service Tax Appellate Tribunal, New Delhi	111.00
3.*	Central & State Sales Tax/ Trade Tax	Sales Tax /Trade Tax	Various Sales Tax / Trade Tax Appellate Authorities, Allahabad	188.63
* The Company has deposited an amount of Rs.53.72 Lacs under protest.
4.	Central & State Sales Tax/ Trade Tax	Sales Tax /Trade Tax	Supreme Court, New Delhi	107.21
5	Custom Act, 1962	EPCG Scheme	Asst. Commissioner Customs Visakhapatnam	659.60
6.	Customs Act, 2004	Advance License	DGFT Kanpur	367.00
7	Central Excise & State Sales Tax/Trade Tax	Excise	Rajahmundry	86.33
8	Commissioner of Central Excise Allahabad	Excise Penalty	Central Excise Tribunal- New Delhi	2096.00 2096.00
		Total		6437.77

viii. The company has defaulted in repayment of dues to financial institutions which are as follows:

Particulars	Amount Due (Rs.in Lacs)	Period	Due to
Principal	2700.00	Up to 31st March 2016	IDBI (SASF)
Plus Interest
Interest	40.00	Up to 31st March 2016	State Bank of India, Lucknow
Principal	132.00	Up to 31st March 2016	Canara Bank, Kolkata
Interest	3.00		Canara Bank, Kolkata
Total	2875.00

As mentioned in the last Annual Report that SASF had withdrawn this Previous OTS package on 09.02.2015. The company requested them to restore the OTS package as the delay in making the payment had not been due to any fault of the company, but that of the Asset Sale Committee constituted by BIFR. After lot of efforts SASF finally restored the OTS Package vide their letter dated 05.01.2016 which emphasizes a down payment of Rs.600 lacs and the balance payment by March 2016. As the OTS sanctioned was not as per the Companies request, the company has accepted the proposal with a request that firstly the amount should be brought down to the agreed amount of Rs.2400 lacs and secondly, the company should be allowed at least 12 month time to make payment as in present circumstances, it is difficult to find a suitable buyer for the Allahabad plant. Hence, the company has to arrange funds from outside sources which take time. The company has made some payment in March 2016 and promised to make regular monthly payments from April 2016 and also given the assurance that on sale of the Allahabad plant we will settle their dues immediately.

As regards State Bank of India, only interest dues of Rs.247 lacs were outstanding as on 31.3.2015, out of which the Bank agreed for waiver of interest of Rs.41 lacs. Hence only a sum of Rs.206 lacs was payable to them out of which the company has made payment of Rs.100 lacs. Only a sum of Rs.40 lacs was due as on 31.3.2016 which was subsequently paid in April 2016 and NOC obtained from Bank.

As regards Canara Bank, as mentioned in the last Annual report that an OTS settlement with the Bank was arrived for Rs.610 lacs which emphasis on down payment of Rs.124 lacs and the balance of Rs.486 lacs was to be paid in 6 equal monthly installments of Rs.81 lacs each starting from December 2015 and ending in May 2016. The Company has made the down payment and also installment payment up to 31.3.2016 and only two installments are left to be paid in the month of April and May 2016.

i. According to the information and explanations given to us, the company has not given any guarantees for loan taken by others from bank or financial institutions during the year.

ii. According to the books and records of the company and as per the information and explanation given to us by the management, the company has not utilized any fund raised on short term basis for long term investment and vice versa.

iii. According to the information and explanation given to us and as represented by the Management and based on our examination of the books and records of the company, no material fraud on or by the Company was noticed or reported during the year.

ix. No money by way of public offer or further public offers (including debt instruments) and term loans.

x. According to the information and explanation given to us and as represented by the Management and based on our examination of the books and records of the company, no material fraud by the company or any fraud on the Company by its officers/ employees has been noticed or reported during the year.

xi. Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the companies Act.

xii. Company is not a Nidhi Company.

xiii. The provisions of Sec 177 & 188 of Companies Act 2013 are not applicable as the company does not entered any related party transaction during the financial year.

xiv. Company has not made any preferential allotment or private placement of shares or fully partly convertible debentures during the year under review.

xv. The company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. The company is not required to be registered under Sec 45-IA of the Reserve Bank Of India Act,1934

FOR AMIT RAY & CO.

CHARTERED ACCOUNTANTS

(FRN: 000483C)

Abhishek Sharma

PLACE: ALLAHABAD (Partner)

DATE: 25.05.2016 M. NO. 403861

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Mar 31, 2015

We have audited the accompanying financial statements of Triveni Glass Limited, which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended.

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 preparation 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.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

i. We could not physically verify the Plant & machinery at Allahabad unit as we were not allowed to enter the factory premises due to labour disturbances. Hence the balances of Rs.4, 31, 42,493.04 appearing against Plant & Machinery remain unaudited and we had conducted the physical verification at Rajahmundry unit.

ii. Liability of Rs 21.18 crores is appearing as Advance against sale of land, building, Plant and machinery.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in above point (i) & (ii), the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In case of the statement of Profit & loss of the loss of the company for the year ended on that date, and

(c) In case of the cash flow statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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) Except for the effects of the matter described in the point (i) & (ii) above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

(d) Except for the effects of the matter described in the points (i) & (ii) above, in our opinion, the aforesaid 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 the written representations received from the directors as on 31st March, 2015 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.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 of our Report of even date to the members of Triveni Glass Limited for the year ended March 31, 2015

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

(b)According to the information an explanation given to us, physical verification of fixed assets has not been done during the year. But there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

ii. (a)As explained to us, inventories have been physically verified at Rajahmundry unit during the year by the management at reasonable intervals.

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

(c)In our opinion and on the basis of our examination of the records, the Company is maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks at Rajahmundry unit by the management as compared to book records

iii. 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 Companies Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and for sale of goods.

v. In our opinion and according to the information and explanations given to us by the management, the Company has accepted loan from Mr. J. K. Agrawal (Managing Director) amounting to Rs.103.65 lacs.

vi. The Central Government has prescribed maintenance of cost records for the Glass Industry and the cost Audit has been conducted for the year 2013-14 as per the Govt. order and report submitted to Govt. against which there are no adverse observations.

vii. (a) According to the records of the Company, the following undisputed Statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, Cess and other statutory dues, wherever applicable, have not been deposited with the appropriate authorities and are outstanding as at 31st March, 2015

Name of the Statute Nature of the Dues Amount (Rs. in Lac)

Income Tax Act, 1961 Income Tax Deducted from 4.23

Source 1.45

-Allahabad

Fringe Benefit Tax - 31.77

Allahabad

-Rajahmundry

Employee Family pension 21.89 Provident Fund Act Fund

Rajahmundry 1.60

Central Excise Rajahmundry 2.47

State Sales Tax Rajahmundry 6.22

46.02

19.59

32.12

30.75

134.70

Total 198.11

Name of the Statute Period to which the amount relates

Income Tax Act, 1961 March Rs.151. since

March Rs.15 paid

2008 - 2009

Provident Fund Act Since Paid March Rs.15

Central Excise March ' 15 - since paid

State Sales Tax 2009-2010

2010-2011

2012-2013

2013-2014

2014-2015

(b) The disputed statutory dues aggregating to Rs 6351.21 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

SL NAME OF THE STATUTE NATURE OF THE NO DUES

1. Central Excise Act and Central Excise Duty CENVAT Credit Rules, and CENVAT credit 2004

2. Central Excise Act and Central Excise Duty CENVAT Credit Rules, and CENVAT credit 2004

3 * Central & State Sales Tax/ Sales Tax /Trade Tax Trade Tax

* The Company has deposited an amount of Rs.11.49 Lacs under protest.

4. Central & State Sales Tax/ Sales Tax /Trade Tax Trade Tax

5 Custom Act, 1962 EPCG Scheme

6. Advance Licence Customs Act, 2004

7 Central Excise & State Sales Excise Tax/Trade Tax

8 Commissioner of Central Excise Excise Allahabad

Penalty

Total

SL NAME OF THE STATUTE FORUM WHERE AMOUNT NO DISPUTE IS PENDING (Rs. in Lac)

1. Central Excise Act and Central Excise Service 726.00 CENVAT Credit Rules, Tax Appellate Tribunal, 2004 New Delhi

2. Central Excise Act and Central Excise Service 111.00 CENVAT Credit Rules, Tax Appellate Tribunal, 2004 New Delhi

3 * Central & State Sales Tax/ Various Sales Tax / Trade 88.45 Trade Tax Tax Appellate Authorities, Allahabad

* The Company has deposited an amount of Rs.11.49 Lacs under protest.

4. Central & State Sales Tax/ Supreme Court, New 107.21 Trade Tax Delhi

5 Custom Act, 1962 Asst. Commissioner 659.60 Customs Visakhapatnam

6. DGFT Kanpur 367.00 Customs Act, 2004

7 Central Excise & State Sales Rajahmundry 86.33 Tax/Trade Tax 13.62

8 Commissioner of Central Central Excise Tribunal- 2096.00 Excise Allahabad New Delhi

2096.00

6351.21

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

viii. The Company has incurred cash losses during the financial year covered by our audit.

ix. The company has defaulted in repayment of dues to financial institutions which are as follows:

AMOUNT DUE (Rs.in Lacs) Period Due to

Principal 1255.00 Upto 31st March 2015 IDBI (SASF)

Interest 1845.00 IDBI (sASf)

Principal Upto 31st March 2015 State Bank of India, Lucknow

Interest 247.00 State Bank of India, Lucknow

Principal 508.00 Upto 31st March 2015 Canara Bank, Kolkata

Interest 82.00 Canara Bank, Kolkata

Total 3937.00

As mentioned in the last Annual Report that SASF had served a notice under section 13(2) of the Securitization and Reconstruction of financial Assets and Enforcement of Security Investment 2001 on the company in April 2013, but the company was successful in OTS settlement with SASF in Oct 2013, for a sum of RS 3550 lacs. The company in right earnest and inspite of the Allahabad Plant not being sold was able to arrange funds from outside sources and pay SASF a sum of Rs 1155 lacs by 31.01.2015, but as the company had not been able to pay the full amount as per terms of OTS, SASF choose to withdraw the OTS package vide its letter dated 09.02.2015. the company has requested them to restore the package and have also take up the matter with BIFR/AIFR to prevail upon SASF to Restore the package as the delay in making the payment has not been due to any fault of the company, but that of the Asset Sale Committee constituted by the operating agency, IDBI Bank, New Delhi, who have not been able to sell the Allahabad Plant and have delayed the process forcing SASF to withdraw the package. The company is hoping that once the company is able to locate a suitable buyer for the plant they shall be able to negotiate and clear the SASF dues.

As regards the SBI India, the company had paid the full principal amount of Rs 1489 lacs by March 2014 and only the interest for the delay period amounting to Rs 327 lacs was outstanding to be paid to SBI. The company has paid a further sum of Rs 80 lacs during the year against the same and is making regular payments to them and is confident to clear the balance amount once the buyer for Allahabad plant is finalized.

As regards Canara Bank, as mentioned in the last Annual report that a settlement at Rs 590 lacs had been arrived at with them but subsequently their Head office have not approved the OTS and asked for substantial improvement in the package. The company has written to them that as the package has been finalized once and we also have made payment of Rs 59 lacs against the same they should accept the same. Till 31.03.2015 no headway could be made in this regard, but in May 2015 after a lot of persuasion and discussions the company was able to arrive at a revised settlement of Rs 610 lacs. The sanction letter is awaited.

Figures shown above are the actual defaulted liabilities on the basis of OTS, the book liabilities are higher in view of provisions for Interest, etc created in earlier year.

x. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions during the year.

xi. According to the books and records of the company and as per the information and explanation given to us by the management, the company has not utilised any fund raised on short term basis for long term investment and vice versa.

xii. According to the information and explanation given to us and as represented by the Management and based on our examination of the books and records of the company, no material fraud on or by the Company was noticed or reported during the year.

FOR AMIT RAY & CO. CHARTERED ACCOUNTANTS (FRN: 000483C)

AMITAVA RAY (PARTNER) M. NO. 006947

PLACE: ALLAHABAD

DATE: 30.10.2015

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Mar 31, 2014

We have audited the accompanying financial statements of TRIVENI GLASS LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management 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. 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.

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.

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 the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Depreciation amounting to Rs.647.15 lacs has not been provided in accounts for Float Glass Plant. We have been explained that due to the closer of the Float Glass Plant from 16-09-06 onwards depreciation has not been charged in the accounts. As a result of this profits of the year and fixed assets are overstated by the same amount.

3. The Company has not followed AS-22 (Accounting for Taxes on Income) issued by the Institute of Chartered Accountants of India See clarification in note no.26.

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

In our opinion and to the best of our information and according to the explanations given to us, and subject to our comments in point no.2,3 above, 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 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.

1. 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, 2014, 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.

For Amit Ray & Co., Chartered Accountants. Place: Allahabad Date: 31st May 2014

Basudeb Banerjee (Partner) Membership No.070468 F.R.NO.000483C

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Triveni Glass Limited on the accounts of the company for the year ended 31st March, 2014.

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

(b) All the fixed assets have not been physically verified by the management during the year but there is the regular programme of verification which in our opinion is reasonable having regard to the size of the company and of its assets. No discrepancies were noticed on such physical verification. However no verification has been carried out in Allahabad Unit due to its closure.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed off during the year and therefore does not affect the going concern assumption.

(ii) (a) As explained to us, inventories have been physically verified by the management at regular intervals. However at Allahabad Unit, all the inventory items had not been physically verified, as the factory remained closed for a considerable period of time.

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

(c) The Company has maintained proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

(iii) (a) On the basis of Information given to us the following party has granted loan to the Company.

Name of the Party Amount (in Rs.)

Mr.J.K.Agrawal ( Managing Director) 103.65 lacs

(b) According to the information and explanation given to us, the loan given to the company by Mr. J. K. Agrawal, Managing Director is free of interest and as such is not prejudicial to the interest of the company.

(c) On the basis of the information given to us there is no overdue amount which is payable by the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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. Further, during the course of our audit, we have not observed any major weakness in internal control.

(v) (a&b) According to the information and explanations given to us, loan that is taken by the Company from Managing Director is entered into a register in pursuance of section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public during the year and the company is not having any public deposit as on date.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business at Rajahmundry. The internal audit of Allahabad was not carried out from July''06 due to closure of the factory.

(viii) The Central Government has prescribed maintenance of cost records for the Glass Industry and the cost Audit has been conducted for the year 2012-13 as per the Govt order and report submitted to Govt against which there are no adverse observations.

(ix) (a) According to the records of the Company, the following undisputed Statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, Cess and other statutory dues, wherever applicable, have not been deposited with the appropriate authorities and are outstanding as at 31st March, 2014.

Name of the Nature of the Dues Amount Period to which the Statute (Rs. in amount relates _Lac)

Income Tax Income Tax Deducted 2.95 March ''14 since Act 1961 from Source 0.56 March ''14 paid -Allahabad -Rajahmundry

Fringe Benefit Tax - 31.77 2008-2009 Allahabad

77.82 2005-2006 - Rs.20 Provident Provident Fund Trust 1.56 Lacs Fund Act Provident Fund / ESI Rajahmundry Paid March ''14 - since paid

Central Excise Rajahmundry 38.56 March '' 14 - since paid

State Sales Tax Rajahmundry 622 2009-2010 46.02 2010-2011 since - 2011-2012 paid 34.85 2012-2013 36.87 2013-2014

123.96

Total 302.19

(b) The disputed statutory dues aggregating to Rs 6463.34 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

SL NAME OF THE STATUTE NATURE OF THE FORUM WHERE NO DUES DISPUTE IS PENDING

1. Central Excise Act and Central Excise Duty Central Excise Service CENVAT Credit Rules, and CENVAT credit Tax Appellate Tribunal, 2004 New Delhi

2. Central Excise Act and Central Excise Dut Central Excise Service CENVAT Credit Rules, and CENVAT credit Tax Appellate Tribunal, 2004 New Delhi

3. Central & State Sales Sales Tax /Trade Various Sales Tax / Tax Trade Tax Tax Trade Tax Appellate Authorities, Allahabad

* The Company has deposited an amount of Rs.11.49 Lacs under protest.

4. Central & State Sales Sales Tax /Trade Supreme Court, New Tax Trade Tax Tax Delhi

5 Custom Act, 1962 EPCG Scheme Asst. Commissioner Customs Visakhapatnam

6. Advance Licence DGFT Kanpur Customs Act, 2004

7 Central Excise & State Excise Rajahmundry Sales Tax/Trade Tax

8 Commissioner of Central Excise Central Excise Tribunal Excise Allahabad New Delhi Penalty



NAME OF THE STATUTE AMOUNT (Rs. in Lac)

Central Excise Act and CENVAT Credit Rules, 2004 726.00

Central Excise Act and CENVAT Credit Rules, 2004 122.00

Central & State Sales Tax/ Trade Tax 88.45

Central & State Sales Tax/ Trade Tax 107.21

Custom Act, 1962 755.00

Customs Act, 2004 405.00

Central Excise & State Sales Tax/Trade Tax 67.68

Commissioner of Central Excise Allahabad 2096.00

2096.00

Total 6463.34

(x) The Company is a sick industrial company within the meaning of Clause (O) of subsection (1) of Section 3 of Sick Industrial Companies (Special Provisions) Act, 1985. The Net worth of the Company has been fully eroded as on 31st March, 2014. The net worth of the company as on 31.03.2014 being Rs. (5016.92) Lacs

The company has not incurred any cash losses during the financial year covered by our audit as well as the preceding financial year.

(xi) The company has defaulted in repayment of dues to financial institutions which are as follows:

AMOUNT DUE (Rs.in Lacs) Period Due to

Principal 2400.00 Upto 31st March 2014 IDBI (SASF)

Interest 1297.50 IDBI (SASF)

Principal Upto 31st March 2014 State Bank of India, Lucknow

Interest 337.06 State Bank of India, Lucknow

Principal 508.00 Upto 31st March 2014 Canara Bank, Kolkata

Interest 82.00 Canara Bank, Kolkata

Total 4624.56

As informed earlier that SASF (IDBI) had sanctioned an OTS package to the Company in February 2010. Against this package the company made payment of Rs.1600 lacs, but defaulted in making payment of the balance amount of Rs.2400 lacs till March 2013. The Company requested SASF to revive the OTS package which SASF vide their letter dt.4.10.2013 agreed to give a fresh package to the Company on the following terms :- 1.) Total payment to be made Rs.3550 lacs

2.) Rs.3250 lacs payable within one month i.e by 2.11.2013 and balance Rs.300 lacs to be paid in six monthly installments commencing after 6 months from the date of LOA.

3.) Interest for default to be charged @ 14.75% P.A

4.) Promoters to undertake and buy back existing 35.36 lacs equity shares allotted to SASF at face value of Rs.10/- each within a period of 18 months from the date LOA. The company with all its efforts was able to locate a financier who was ready to give bridge loan against the property, but unfortunately he backed out in January''14 end therefore putting the Company into great difficulty, however the company has been able to locate another buyer / financier, and talks are in final stage but even after getting extension of time from SASF till 31.3.14 the company was not able to pay their dues, the company is still trying its best to arrive at a arrangement of financing and settle the dues of SASF at the earliest. SASF has now allowed time till 31.5.2014.

Similarly SBI who had approved a OTS scheme of Rs.1489 lacs valid till November 2011. The company was able to pay only a sum of Rs.855 lacs against the same till 31.3.2013, and the balance amount of Rs.634 lacs in January 2014, as a result of the delay an additional interest liability of Rs.327 lacs was created as on 31.3.2014 which the company inspite of all its efforts has not been able to clear and has sought time initially till 30.4.2014, but due to procedural delay the company has requested for some more time from SBI for this payment .

As regards Canara Bank, after a settlement has been arrived at on 12.3.2014 for a total amount of Rs.590 lacs . Formal letter from the Bank is still awaited, though the company has given its consent to the same.

Figures shown above are the actual defaulted liabilities on the basis of OTS, the book liabilities are higher in view of provisions for Interest, etc created in earlier year.

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

(xiii) In our opinion, the Company is not a chit or a nidhi / mutual benefit fund/society.

Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, debentures and other securities. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

(xv) 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 during the year

(xvi) According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the Company has not utilized any fund raised on short-term basis for long-term investment and vice-versa.

(xvii) During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained u/s 301 of the Companies Act, 1956.

(xviii) Debentures are converted into secured loan as per OTS Scheme 2005 for which necessary Securities has been created and registered.

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

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

For Amit Ray & Co., Chartered Accountants. Place: Allahabad Date:31st May , 2014 Basudeb Banerjee (Partner) Membership No.070468 FRN – 000483C

---

Mar 31, 2013

We have audited the accompanying financial statements of TRIVENI GLASS LIMITED, which comprise the Balance Sheer as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year fhen ended, and a summary of significant accounting policies and other explanatory information.

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. 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.

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 arc free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure-: 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 interna! 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.

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.

1. As required by the Companies (Auditor''s Report) Order, 2003 issued ny 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. Depreciation amounting to Rs. 647.15 lacs has not been provided in accounts for Float Glass Plant.

We have been explained that due to the closer of the Float Glass Plant from 16-09-06 onwards depreciation has not been charged in the accounts. Thus the profit is overstated by same amount.

3. The Company has not provided interest on loan from institutions and Bank for the year 2012- 13 amounting to Rs. 650.15 Lakhs. The company has explained us that they are in talks -with SB I & IDBl(SASF) to extend the OTS scheme upto 30th September, 2013 to settle their dues.

4. The Company has not followed AS-22 (Accounting for Taxes on Income) issued by the Institute of( ''bartered Accountants of India

5. 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.

1) 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 the Our Report of even date to the members of Triveni Glass Limited on the accounts of the company for the year ended 31st March, 2013.

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

(b) All the fixed assets have not been physically verified by the management during the year but there is the regular programme of verification which in our opinion is reasonable having regard to the size of the company and of its assets. No discrepancies were noticed on such physical verification. However no verification has been carried out in Allahabad Unit due to disturbances in the Factory.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

(ii) (a) As explained to us, inventories have been physically verified by the management at

regular intervals. However at Allahabad Unit, all the inventory items had not been physically verified, as the factory remained closed for a considerable period of time.

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

(c) The Company has maintained proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

(iii) (a) On the basis of Information given to us the following party has granted loan to the Company.

Name of the Party Amount (in Rs.)

Mr.J.K.Agrawal ( Managing Director) 103.65 lacs

(b) According to the information and explanation given to us, the loan given to the company by Mr. J. K. Agrawal, Managing Director is free of interest and as such is not prejudicial to the interest of the company.

(c) On the basis of the information given to us there is no overdue amount which is payable by the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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. Further, during the course of our audit, we have not observed any major weakness in internal control.

(v) (afitb) According to the information and explanations given to us, loan that is taken by the Company from Managing Director is entered into a register in pursuance of section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public during the year and the company is not having any public deposit as on date.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business at Rajahmundry. The internal audit of Allahabad was not carried out from July''06 due to disturbance in the factory.

(viii) 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.

(ix) (a) According to the records of the Company, the following undisputed Statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, Cess and other statutory dues, wherever applicable, have not been deposited with the appropriate authorities and are outstanding as at 31st March. 2013.

(c) The disputed statutory dues aggregating to Rs 4317.24 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

(a; The Company is a sick industrial company within the meaning of Clause (O) of suosection(l) of Section 3 of Sick Industrial Companies (Special Provisions) Act, 1985

The Net worth of the Company has been fully eroded as on 31st March, 2013. The net worth of the company as on 31.03.2013 being Rs.(5691.02)

The company has not incurred any cash losses during the financial year covered Dy our audit but had incurred it in the immediately preceding financial year.

(xi) The company has defaulted in repayment of dues to financial institutions v
AMOUNT DUE (Rs.in

Lacs) Period Due to

Principal 3516.00 Upto 31st March 2013 IDBI (SASF) Interest 5606.69 IDBI (SASF)

Principal 1066.30 Upto 31st March 2013 State Bank of India, Lucknow interest 703.83 State Bank of India, Lucknow

P-mcipal 508.00 Upto 31st March 2013 Canara Bank, Kolkata Interest 175.65 Canara Bank, Kolkata

Total 11576.47

The IDB1 has sanctioned an One Time Settlement (OTS) scheme for payment of Rs.4000 iakhs latest by February, 2011, which company had defaulted, but the company had further asked IDBI for extension of time. In the event of any further failure on the part of the Company, IDBI has the right to revoke the OTS. The Company has paid its first installment of Rs.1440 lakhs and further Rs.160 lacs during 2011-12. The company is in talks with IDBI (SASF) to revive the package till 30 September, 2013. Similarly SBI who had approved an OTS scheme in October, 2010 for payment of Rs 1489 iakhs and same was valid in November, 2011 against which the company has made an initial payment of Rs.400 lakhs and Further payment of Rs.63.10 Lacs during 2011-12. The company has approached the Bank to grant further extension of time for payment of balance due.

(yii) In our opinion and according to the information and explanations given to us, the

Company has not granted any loan and advances on the basis of security by way of p''edge of shares, debenture and other securities.

(xiii) (a to d) In our opinion, the Company is not a chit or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, debentures and other securities. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company,

(xv) 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 during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the Company has not utilized any fund raised on short-term basis for long-term Investment and vice-versa.

(xviii) Curing the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained u/s 301 of the Companies Act. 1956.

(xix) Debentures are converted into secured loan as per OTS Scheme 2005 for which necessary Securities lias been created and registered.

(xx) The Compan/ has not raised any money from public issues during the year.

(xxi) In our op,n>on and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Amit Ray & Co.,

Chartered Accountants.

Place: Allahabad

Date: 29th Day of May, 2013 Amitava Ray

(Partner)

Membership No.006947

F.R.No - 000483C

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Triveni Glass Ltd., Allahabad as at 31.03.2012 and the annexed Profit and Loss Account and also the Cash Flow Statements for the period ended on that date. 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 from any material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003, issued by the Government of India, in terms of Section 227 (4A) of the Companies Act, 1956 of India and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Depreciation amounting to Rs. 647.15 lacs has not been provided in accounts for Float Glass Plant.

We have been explained that due to the closer of the Float Glass Plant from 16-09-06 onwards depreciation has not been charged in the accounts. Thus the loss is understated by same amount.

5. The Company has also not provided interest on loan from institutions and Bank for the Year 2011-12 amounting to Rs.578.41 lakhs. Thus the loss is understated by same amount.

6. The Company has not followed AS-22 (Accounting for Taxes on Income) issued by the Institute of Chartered Accountants of India

7. Further to our comments in the Annexure referred to in paragraph (3) and (4) 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 account as required by law have been maintained by the company in the manner so required, so far as appears from our examination of those books.

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

d. In our opinion, 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, in so far as they are applicable to the Company

8. In our opinion and to the best of our information and according to explanations given to us the said accounts, read together with the Significant Accounting Policies and Notes forming part thereof, gives the information required by the Companies Act, 1956, in the manner so required and gives 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 2012, and

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

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

ANNEXURE TO AUDITOR'S REPORT

Referred to in paragraph 3 of our report of even date

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

(b) All the fixed assets have not been physically verified by the management during the year but there is the regular programme of verification which in our opinion is reasonable having regard to the size of the company and of its assets. No discrepancies were noticed on such physical verification. However no verification has been carried out in Allahabad Unit due to disturbances in the Factory.

(c) According to the information and explanations given to us, furniture & fittings, Non- factory Building and Meerut unit had been sold during the year which is duly accounted for, and such sale does not affect the going concern of the company.

(ii) (a) As explained to us, inventories have been physically verified by the management at regular intervals. However at Allahabad Unit , all the inventory items had not been physically verified , as the factory remained closed for a considerable period of time.

(by In our opinion and according to information and explanations given to us , the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

(iii) (a) On the basis of Information given to us the following party has granted loan to the Company.

Name of the Party Amount (in Rs.)

Mr.J.K.Agrawal ( Managing Director) 103.65 lacs

(b) According to the information and explanation given to us, the loan given to the company by Mr. J. K. Agrawal Managing Director is free of interest and as such is not prejudicial to the interest of the company and there was no installment due in the year 2011-12.

(c) On the basis of the information given to us there is no overdue amount which is payable by the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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. Further, during the course of our audit, we have not observed any major weakness in internal control.

(v) (a&b) According to the information and explanations given to us, loan that is taken by the Company from Managing Director is entered into a register in pursuance of section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public during the year and the company is not having any public deposit as on date.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business at Rajahmundry. The internal audit of Allahabad was not carried out from July'06 due to disturbance in the factory.

(viii) 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.

(ix) (a) According to the records of the Company, the following undisputed Statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, Cess and other statutory dues, wherever applicable, have not been deposited with the appropriate authorities and are outstanding as at 31st March, 2012.

(c) The disputed statutory dues aggregating to Rs 2234.56 Lacs, that have not been deposited

on account of matters pending before appropriate authorities are as under:

(x) The Company is a sick industrial company within the meaning of Clause (O) of

subsection (1) of Section 3 of Sick Industrial Companies (Special Provisions) Act, 1985 The accumulated losses of the Company as on 31st March, 2012 exceed fifty percent of the Net worth of the Company.

The Company has incurred cash loss during the financial year covered by our report. (xi) The company has defaulted in repayment of dues to financial institutions which are as follows:

AMOUNT DUE (Rs.in

Lacs) Period Due to

Principal 3516.00 Upto 31st March 2012 IDBI (SASF)

Interest 5606.69 IDBI (SASF)

Principal 1447.90 Upto 31st March 2012 State Bank of India, Lucknow

Interest 703.00 State Bank of India, Lucknow

Principal 508.00 Upto 31st March 2012 Canara Bank, Kolkata

Interest 175.65 Canara Bank, Kolkata

Total 11957.24

The IDBI has sanctioned an One Time Settlement (OTS) scheme for payment of Rs.4000 lakhs latest by February,2011, which company had defaulted, but the company had further asked" IDBI'Tor extension of time. In the event of any further failure on the part of the Corripany,;,IDBI has the right to revoke the OTS. The Company has paid its first installment of Rs.1440 lakhs and further Rs.160 lacs during 2011-12 and Further ^ Rs. ISO Lakh cMr% 20fl-12.

November, 2011 against which the company has made an initial payment of Rs.400 lakhs and Further payment of Rs.63.10 Lacs during 2011-12. The company has approached the Bank to grant further extension of time for payment of balance due.

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

(xiii) (a to d) In our opinion, the Company is not a chit or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4

(xiii) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, debentures and other securities. Therefore, the provisions of clause

(xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

(xv) 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 during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the Company has not utilized any fund raised on short-term basis for long-term investment and vice-versa. (xviii) During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained u/s 301 of the Companies Act, 1956.

(xix) Debentures are converted into secured loan as per OTS Scheme 2005 for which necessary Securities has been created and registered.

(xx) The Company has not raised any money from public issues during the year.

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

Place: Allahabad For Amit Ray & Co.,

Date: 27th Day of October, 2012 Chartered Accountants

Amitava Ray (M.No. 006947) F.R.No. - 000483C

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Mar 31, 2010

1) We have audited the attached Balance Sheet of Triveni Glass Ltd., Allahabad as at 31.03.2010 and the annexed Profit and Loss Account and also the Cash Flow Statements for the period ended on that date. 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 from any material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order 2003, issued by the Government of India, in terms of Section 227 (4A) of the Companies Act, 1956 of India and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Depreciation amounting to Rs. 656.51 lacs has not been provided in accounts for Float Glass Plant.

We have been explained that due to the closer of the Float Glass Plant from 16-09-06 onwards depreciation has not been charged in the accounts.

5) The Company has also not provided interest on loan from Canara Bank amounting to Rs.78.74 lakhs. Thus the profit is overstated by the same amount.

6) Further to our comments in the Annexure referred to in paragraph (3) and (4) 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" maintained by the company- in the manner so required, so far as appears from our examination of those books.

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

(iv) In our opinion, 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, in so far as they are applicable to the Company

7) In our opinion and to the best of our information and according to explanations given to us the said accounts, read together with the Significant Accounting Policies and Notes forming part thereof, gives the information required by the Companies Act, 1956, in the manner so required and gives 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, and ,.

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

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



ANNEXURE TO AUDITORS REPORT Referred to in paragraph 3 of our report of even date



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

(b) All the fixed assets have not been physically verified by the management during the year but there is the regular programme of verification which in our opinion is reasonable having regard to the size of the company and of jts assets. No discrepancies were noticed on such physical verification. However, no verification has been carried out in Allahabad Unit due to disturbances in the Factory.

(c) According to the information and explanations given to us, furniture & fittings, Non-factory Building and Meerut unit had been sold during the year which are duly accounted for, and such sale does not affect the going concern of the company.

(ii) (a) As explained to us, inventories have been physically verified by the management at regular intervals. However at Allahabad Unit, all the inventory items had not been physically verified , as the factory remained closed for a considerable period of time.

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

(c) The Company has maintained proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

(iii) (a) On the basis of Information given to us the following party has granted loan to the above Company

Name of the Party Amount (in Rs.)

Mr.J.K.Agrawal Managing Director 98.65 lacs

(b) According to the information given to us, the loan given to the company by Mr. J. K. Agrawal Managing Director is free of interest and as such is not prejudicial to the interest of the company. .

(c) According to the information and explanations given to us, loan given by the Managing Director, to the company is at Nil rate of interest and there is no installment due in the year 2009-10.

(d) On the basis of the information given to us there is no overdue amount which is payable by the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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. Further, during the course of our audit, we have not observed any major weakness in internal control.

(v) (a & b) According to the information and explanations given to us, loan that is taken by the Company from Managing Director is entered into a register in pursuance of section 301 of the Companies Act, 1956.

(vi) , The Company has not accepted any deposits from the public during the year and the company is not having any public deposit as on date.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business at Rajamundry, Meerut and Allahabad units. The internal audit of Allahabad was not carried out from July06 due to disturbance in the factory.

(viii) 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.

(ix) (a) According to the records of the Company, the undisputed Statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues, wherever applicable, have not been deposited with the appropriate authorities and are outstanding as at 31st March, 2010.

The following undisputed statutory due has not been deposited by the Company:

Name of the Nature of the Dues Amount Period to

Statute (Rs. in Lac) which the

amount

relates

Central Excise Act Excise Duty Payable 2.64 Old Case

and Central Excise

Rule 2002 Service Tax 9.82 2008-2009

Service Tax 10.08 2008-2010

Income Tax Act, Income Tax Deducted from

1961 Source 6.33 2007-2010

Income Tax Act, Fringe Benefit Tax 33.44 2008-2009

1961

Provident Fund Act Provident Fund Trust 67.97 2005-2006

Provident Fund Act Regional Prbvident Fund 27.57 2005-2006 To

Commissioner 2009-2010

Central & State Sales Tax Uttar Pradesh 14.68 2007-2008 &

Sales Tax/ 2008-2009

Trade Tax

Central Excise Act & Central Excise Duty 14.91 2007-2008

Rules 2002 State Rajahmundry 4.06 1998-1999

Sales Tax 31.72 1999-2000

83.26 2008-2009

56.58 2009-2010

Central Excise Allahabad 69.48 2006-2007 To

2009-2010

Total 433.46

(c) The disputed statutory dues aggregating to Rs.4346.75 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

SL NO NAME OF THE NATURE OF FORUM WHERE AMOUNT

STATUTE THE DISPUTE IS (Rs. in Lac)

DUES PENDING

1.Central Excise Act Central Central Excise 726.00

and CENVAT Excise Duty Service Tax

Credit Rules, 2004 and CENVAT Appellate Tribunal,

credit New Delhi

2.Central Excise Act Central Central Excise 2096.00

and CENVAT Excise Duty Service Tax

Credit Rules, 2004 and CENVAT Appellate Tribunal,

credit New Delhi

3.Central Excise Act Central Central Excise 129.32

and CENVAT Excise Duty Service Tax

Credit Rules, 2004 and CENVAT Appellate Tribunal,

credit New Delhi

4.Central & State Sales Tax Various Sales Tax / 16.40

Sales Tax/ Trade /Trade Tax Trade Tax Appellate

Tax Authorities,

Allahabad

* The Company has deposited an amount of Rs.11.49 Lakhs under protest.

5.Central & State Sales Tax Supreme Court, 90.71

Sales Tax/ Trade /Trade Tax New Delhi

Tax

6.Custom Act, 1962 EPCG Asst. Commissioner 755.00

Scheme Customs

Visakhapatnam

Customs Act, 2004 Advance DGFT Kanpur 405.00

Licence

7 Service Tax High Court 3.74

Allahabad

8 Central Excise & Excise, Rajahmundry 74.40

State Sales Service Tax 19.34

Tax/Trade Tax Sales Tax Rajahmundry 30.84

4346.75

(x) The Company is a sick industrial company within the meaning of Clause (O) of subsection (1) of Section 3 of Sick Industrial Companies (Special Provisions) Act, 1985

The accumulated losses of the Co mpany as on 31st March , 2010 exceed fifty percent of the Net worth of the Company.

The Company has not incurred cash loss during the financial year covered by our report. In the immediately proceeding financial year the company has incurred cash loss. However, the total net worth of the company is Negative as on 31st March 2010.

(xi) The company has defaulted in repayment of dues to financial institutions which are as follows:

AMOUNT DUE (Rs.in Lacs) Period Due to

Principal 3676.00 Upto 31st March 2010 IDBI (SASF)

Interest 5606.00 IDBI (SASF)

Principal 1511.00 Upto 31st March 2010 State Bank of India, Lucknow

Interest 703.00 State Bank of India, Lucknow

Principal 508.00 Upto 31st March 2010 Canara Bank, Kolkata

Interest 82.65 Canara Bank, Kolkata

The IDBI has sanctioned an One Time Settlement (OTS) scheme for payment of Rs.4000 lakhs latest by February ,2011. In the event of any failure on the part of the Company IDBI has the right to revoke the OTS. The Company has paid its first installment of Rs. 1440 lakhs.

OTS scheme has been sanctioned by SBI for total payment of Rs. 1489 lakhs by March, 2011 against which the company has made an initial payment of Rs.400 lakhs. However the final sanction letter is yet to be received from the Bank.

The OTS has been taken place for Rs.17 lakhs against the dues of Rs.78 lakhs with HSBC. The Company has made full payment in March, 2010. The necessary accounting entries have been made.

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

(xiii) (a to d) In our opinion, the Company is not a chit or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

(xiv) According to the information and explanations, given to us, the Company is not dealing or trading in shares, debentures and other securities. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

(xv) 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 during the year.

(xvi) The Company has utilized the Term loan for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the Company has not utilized any fund raised on short-term basis for long-term investment and vice-versa.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained u/s 301 of the Companies Act, 1956.

(xix) Debentures are converted into secured loan as per OTS Scheme 2005 for which necessary Securities has been created and registered.

(xx) The Company has not raised any money from public issues during the year.

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

Place: Allahabad For Amit Ray & Co.,

Date: 20th Day of August, 2010 Chartered Accountants

Abhishek Sharma

(Partner)

(Membership No. 403861)

F.R.NO.-000483C