Auditor Report of Unimin India Ltd.

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Unimin India Limited., (''the Company"), which comprises the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act. 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial slatements 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 entity''s preparation and fair presentation of the financial slatements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management as well as evaluating the overall presentation of thefinancial statements.

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

1. The Company has maintained accounts on-Going Concern basis m-spite of erosion of 100% of the Networth.

2. The Company had written off balance of a creditor amounting to Rs. 24.05 crores in earlier years. To that extent its reserve is overstated and liability is understated.

3. The Company is not following AS-15 for purpose of valuation and disclosure of employee benefits

Opinion

In our opinion and to the best of our information and according to the explanations given to us. except for the possible effects of the matter described in the ''Basis for Qualified Opinion'' paragraph, 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 of Statement of Profit and Loss, of the 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

Emphasis of Matter

a. We draw attention to Note No. 22.2, 22.3 & 22.4 in Notes to Accounts which describes that the company has received notices from Sales Tax as well as form Excise department These liabilities are disclosed under contingent liabilities.

b. Balances of all debtors, creditors and Loans and Advances are unconfirmed.

c. The Company has not complied with TDS provisions under the Income Tax Act Our opinion Is not qualified in respect of these matters

Report on Other Legal and Regulatory Requirements

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

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

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

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

b. The company does not have any branches. Hence requirement of report on the accounts of the branch offices under section 228 is not applicable

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 notified under the Companies Act 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act. 2013except for the matter described in the Basis for Qualified Opinion paragraph;

e On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies AcL 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 AcL 1956. nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UDER THE HEADING OF ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'' OF AUDITOR''S REPORT OF EVEN DATE TO THE MEMBERS OF UNIMIN INDIA LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014.

i. In Respect of its fixed Assets:

a. The Company has maintained records to show particulars, including quantitative details and situation, of its Fixed assets. However these records are incomplete.

b. As explained to us, fixed assets of the Company are physically verified by the Management during the year 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. Pursuant to the program, physical verification was carried out during the year and no material discrepancies were noticed.

c. There was no substantial disposal of fixed assets during the year.

II. In respect on its inventories:

a. As informed to us. inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures of 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.

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

iii. According to the information and explanation given to us, the company has neither granted nor accepted loans from any parties covered in the register maintained under section 301 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commen surate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods/services. During the course of our audit, we have not observed any major weaknesses in internal controls.

v. In respect of transactions covered under 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 needed to be entered into the register maintained under section 301 of the act have been so entered.

b. In our opinion and according to the information and explanations given to us. transactions aggregating during the year to Rs. 5,00,000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods and materials available with the Company or prices at which transactions for similar goods have been made with other parties at the relevant time.

vi. The company has not accepted any deposits from public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

viii. The maintenance of cost records is not prescribed by the Central Government of India under Section 209 (1) (d) of the Act in case of the Company. Therefore, the provisions of Clause (viii) of paragraph 4 of the Order are not applicable to the Company.

ix. In respect of Statutory dues

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, Employees'' Stale Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, and other material statutory dues have gener ally been regularly deposited, by the Company during the year with the appropriate authorities in India with the exception of Fringe Benefit Tax of Rs. 10,24,846/-.These dues are outstanding for a period of more than six months.

b. As at March 31, 2014, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Wealth tax, Sales Tax and Cess except disputed Excise Dues for Rs. 330.47 Lacs for which the Company has preferred an appeal before CESTAT and in respect of the same CESTAT has ordered for pre-deposit of Rs. 30 lakhs. The Same has been deposited by the Company in the month of September 2006 and the Compliance is reported to CESTAT. As on date, the Companies Appeal is pending hearing with CESTAT Ahmedabad and the Date of Such hearing was on 22nd September 2009.This was further adjourned many times and in order dated 09th may 2011, CESTAT set aside the impugned order and remanded the matter back to adjudicating authority for fresh decision.

Further, there remains sales tax dues disputed with sales tax department. Daman relating to declaration forms, late submission of returns, short payment of sales tax for the period from 01st April 2002 till 31st March 2008 amounting to Rs 5,97,89,904/-. However in opinion of the management the demand of Rs 3,99,21,945/- is related to the Export Sales for the period from 01/04/02 to 31/03/05.

x. The Company has accumulated losses as at March 31, 2014, The Net worth of the Company is fully eroded as on March 31, 2014 and therefore a reference had been made to BIFR as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the company has was duly registered under BIFR The Registration No. under BIFR is 44/2006 subsequently the company has been declared a sick company under SICA vide BIFR''s order dated 21.02.2007. The company has not incurred cash loss during the current year and also preceding year.

xi. The company has not taken any loan from banks or financial institutions. Hence provisions of Clause (xi) of paragraph 4 of the Order are not applicable to the Company.

xii. Based on our audit procedures and according to the information and explanation given to us, 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.

xiii According to information & explenation given to us, the Company is not a chit fund / nidhi / mutuel benefit fund/ society. Therefore,

xiv. According to information & explanation given to us, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

xv. The Company has not given any guarantees for loans taken by others from banks or financial institutions during the year. There fore, the provisions of Clause (xv) of paragraph 4 of the Order are not applicable to the Company.

xvi. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that Company has not taken any term loans.

xvii. According to the information & explanation given to us and on overall examination of the financial statements of the company, we are of the opinion that, prima facie short term funds have not been used for long term purpose,

xviii. The Company has not made any preferential allotment to any parties covered in the register maintained U/S. 301.

xix. The Company has not issued any debentures during the year. Therefore, the provisions of Clause (xix) of paragraph 4 of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issue during the year. Therefore, the provisions of Clause (xx) of paragraph 4 of the Order are not applicable to the Company.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

Place: Mumbai Jayesh Sanghrajka For Jayesh Sanghrajka & Co. Date:04th Partner Chartered Accountants September, 2014. M. No. 037430 Firm''s Reg. No. 104184W

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Unimin India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and Cash Flow Statement of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

Subject to Clause T below 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 Statement of Profit and Loss, of the profit for the year ended on that date;

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

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

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

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

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

c) The Balance Sheet and Statement of Profit and Loss, 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 and Statement of Profit and Loss, and Cash Flow Statement comply with theAccount- ing Standards referred to in subsection (3C) of section 211 of the Companies Act, 1P56;

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

f) 1. The Company has maintained accounts on-going concern basis inspite of erosion of 100% of the Networth.

2. Amount Written off due to supplier of plant in earlier years to the extent of Rs. 24,04,61,664/- written off in the earlier years To this extent the liability and assets are understated. (Refer Clause No 7 in Notes to Accounts).

3. Notices under various Section was received from the Sales Tax Dept. Daman during the Year relating to Declaration Forms, late submission of Returns, Short payment of sales Tax for the period from 01/04/02 to 31/03/08 amounting to approx Rs. 5,97.89,904/ -.(Refer Note No.11 in Notes to Accounts).

4. The amount of Loans and Advances are unconfirmed and doubtful of Recovery.

5. Stock has been undervalued by Rs. 4,17,140/- only on account of non-use of stock related to exports, which cannot be exported on account of expiry of Export Certificate.

6. Company is not following AS-15 for purpose of valuation and accounting of gratuity.

7. Company is not following AS-28 in respect of Accounting for impairment of assets.

8. Company has not deducted TDS on Auditors Remuneration.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UDER THE HEADING OF ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'' OF AUDITOR''S REPORT OF EVEN DATE TO THE MEMBERS OF CAPACITE INFRAPROJECTS PRIVATE LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2013.

i. In Respect of its fixed Assets:

a. The Company has maintained incomplete records to show particulars, including quantitative details and situation, of its fixed assets.

b. As explained to us, fixed assets of the Company are physically verified by the Management during the year 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. Pursuant to the program, physical verification was carried out during the year and no material discrepancies were noticed.

c. There was no substantial disposal of fixed assets during the year. ii. In Respect of its inventories :

a. The management has conducted physical verification of inventory at reasonable intervals during the year.

b. The procedures of 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.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. According to the information and explanation given to us. In respect of Loan given to the company listed in register maintained under section 301 of the Companies Act, 1956, it may be noted that there are no such loans given.

v. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods/services. During the course of our audit, we have not observed any major weaknesses in internal controls.

v. In respect of transactions covered under 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 needed to be entered into the register maintained under section 301 of the act have been so entered.

b. In our opinion and according to the information and explanations given to us, transactions aggregating during the year to Rs. 5, 00, 000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods and materials available with the Company or prices at which transactions for similar goods have been made with other parties at the relevant time.

vi. The company has not accepted any deposits from public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are

not applicable to the Company. vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. viii. The maintenance of cost records is not prescribed by the Central Government of India under Section 209 (1) (d) of the Act in case - of the Company. Therefore, the provisions of Clause (viii) of paragraph 4 of the Order are not applicable to the Company. ix. In respect of Statutory dues

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, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India with the exception of Fringe Benefit Tax of Rs. 10,24,846/-. These dues are outstanding for a period of more than six months.

b. As at March 31, 2011, there have been no disputed dues which have not been deposited with the respective authorities in respect of Income Tax, Wealth tax, Sales Tax and Cess except disputed Excise Dues for Rs. 330.47 Lacs for which the Company has preferred an appeal before CESTAT and in respect of the same CESTAT has ordered for pre-deposit of Rs. 30 lakhs the Same has been deposited by the Company in the month of September 2006 and the Compliance is reported to CESTAT. As of Date the Companies Appeal is pending hearing with CESTAT Ahmedabad and the Date of Such hearing was on 22nd September 2009.This was further adjourned many times and in order dated 09th may 2011,CESTAT set aside the impugned order and remanded the matter back to adjudicating authority for fresh decision.

c. Further, there remains sales tax dues disputed with sales tax department. Daman relating to declaration forms, late submission of returns, short payment of sales tax for the period from 01st April 2002 till 31st March 2008 amounting to Rs 5,97,89,904/-. However in opinion of the management the demand of Rs 3,99,21,945/- is related to the Export Sales for the period from 01/04/ 02 to 31/03/05.

x. The Company has accumulated losses as at March 31. 2013, The Net worth of the Company is almost eroded as on 31st March 2011 and therefore a reference had been made to BIFR as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the company has was duly registered under BIFR The Registration No. under BIFR is 44/2006 subsequently the company has been declared a sick company under SICA vide BIFR''s order dated 21.02.2007. The company has incurred cash ioss during the year and also in the preceding year.

xi. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that company has not defaulted in repayment of dues to banks or financial institutions.

xii. Based on our audit procedures and according to the information and explanation given to us, no loans and advances have een granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii. According to information & explanation given to us, 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.

xiv. According to information & explanation given to us, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

xv. The Company has not given any guarantees for loans taken by others from banks or financial institutions during the year. Therefore, the provisions of Clause (xv) of paragraph 4 of the Order are not applicable to the Company.

xvi. Based on our audit procedures and according to tr-a information and explanation given to us, we are of the opinion that Company has not taken any term loans.

xvii. According to the information & explanation given to us and on overall examination of the financial statements of the company, we are of the opinion that, prima facie short term funds have not been used for long term purpose.

xvSi. The Company has not made any preferential allotment to any parties covered in the register maintained U/S. 301.

xix. The Company has not issued any debentures during the year. Therefore, the provisions of Clause (xix) of paragraph 4 of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issue during the year. Therefore, the provisions of Clause (xx) of paragraph 4 of the Order are not applicable to the Company.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Jayesh Sanghrajka & Co. Chartered Accountants

Place :- Mumbai Firms Reg. No. 104184W

Date:- 2nd September 2013. -sd-

Jayesh Sanghrajka

(Partner)

M. No. 037430

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Mar 31, 2012

We have audited the attached Balance Sheet of M/S. UNIMIN INDIA LTD. as at 31st March, 2012 and also the Profit & Loss A/c for 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 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.

1. As Per information and explanation given to us & Audit Report required by the Companies (Auditor's Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph (1) 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 the 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 & Profit & Loss Account referred to in this report are in agreement with the books of accounts.

d. In our opinion, the attached Balance Sheet as at March 31,2012 and the Profit and Loss Account for the year ended on that date comply with the Accounting Standards Referred to in Sub-Section 3 (c) of Section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the directors, as on 31" March 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31" 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. Subject to Clause 'g' below, in our opinion and to the best of our information and according to the explanations given to us the said accounts, read together with significant accounting policies and other notes thereon give the information required by Companies Act, 1956 (As amended) in the manner so required and give a true and fair view:

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

ii. In the case of the Profit & Loss Account of the loss of the Company for the year ended on that date.

iii. In the case of the cash flow statement, of the cash flows for the year ended on the date.

g. 1. The Company has maintained accounts on-going concern basis inspite of erosion of 100% of the Networth.

2. Amount Written off due to supplier of plant in earlier years to the extent of Rs.24,04,61,664/ - written off in the earlier years. To this extent the liability and assets are understated. (Refer Clause No,7 in Notes to Accounts).

3. Notices under various Section was received from the Sales Tax Dept. Daman during the Year relating to Declaration Forms, late submission of Returns, Short payment of sales Tax for the period from 01/04/02 to 31.03.08 amounting to approx Rs.5,97,89,904/- (Refer Note No.10 in Notes to Accounts)

4. The amount of Debtors and Loans and Advances are unconfirmed and doubtful of Recovery.

5. Stock has been undervalued by 78%, i.e by Rs. 58,56,519/-only on account on non-use of stock related to exports, which cannot be exported on account of expiry of Export Certificate.

6. Company is not following AS-15 for purpose of valuation and accounting of gratuity.

7. Company is not following AS-28 in respect of Accounting for impairment of assets.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF UNIMIN INDIA LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2012.

1. The Company has maintained incomplete records to show particulars, including quantitative details and situation, of its fixed assets. We have been informed that the fixed assets of the Company are physically verified by the Management according to a phased program designed to cover all the items over a period of time, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, physical verification was carried out during the year and no material discrepancies were noticed.

2. The inventory of the Company has been physically verified by the Management during the year.

3. In our opinion, the procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

4. The Company has maintained proper records of inventory and there were no material discrepancies noticed between the physical stocks and the book stocks. However as no movement was recorder in inventory in current financial year, the records are not updated to the extent.

5. In respect of Loan given to the company listed in register maintained under section 301 of the Companies Act, 1956, it may be noted that there are no such loans are given.

6. There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods.

7. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

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

9. In the case of the company the maintenance of cost records has not been prescribed by the Central Government of India under Section 209 (1)(d) of the Act.

10. 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, Employees'State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India with the exception of Fringe Benefit Tax of Rs. 10,24,846/-.These dues are outstanding for a period of more than six months.

As at March 31, 2012, there have been no disputed dues which have not been deposited with the respective Authorities in respect of Income Tax, Wealth tax and Cess except disputed Excise Dues for Rs. 330.47 Lacs for which the Company has preferred an appeal before CESTAT and in respect of the same CESTAT has ordered for pre-deposit of Rs. 30 lakhs the Same has been deposited by the Company in the month of September 2006 and the Compliance is reported to CESTAT. As of Date the Companies Appeal is pending hearing with CESTAT Ahmedabad and the Date of Such hearing was on 22nd September 2009. This was further adjourned many times and in order dated 091h May 2011, CESTAT set aside the impugned order and remanded the matter back to adjudicating authority for fresh decision.

Further, there ramains sales tax dues disputed with sales tax department, Daman relating to declaration forms, late submission of returns, shot payment of sales tax for the period from 01st April 2002 till 31st March 2008 amounting to Rs. 5,97,89,904/-.However in opinion of the management the demand of Rs.3,99,21,945/-is relatsd to the export Sales for the period 01/04/02 to 31/03/05.

11. The Company has accumulated losses as at March 31, 2011, The Net worth of the Company is almost eroded as on 31" March 2011 and therefore a reference had been made to BIFR as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the company has was duly registered under BIFR The Registration No. under BIFR is 44/2006 subsequently the company has been declared a sick company under SICA vide BIFR's order dated 21.02.2007. The company has incurred cash loss during the year and also in the preseding year.

12. The Company has not granted any loans or advances on the basis of security byway of pledge of shares, deben- tures and other securities.

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/ societies are not applicable to it.

14. On the basis of the review of utilisation of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

15 The Company has not dealt or traded in any shares, securities, debentures or other investments during the year. Shareholding pattern of promoters of the company has undergone change details of which is provided below .

Category No. of shares No. of shares Held As Held As % of shares Promoters on 31st March on 31st March 2011 2012 increased/ (offloaded)

Indian Promoters 5257369 5257369 Persons acting in Concert 4748658 4748658 Foreign 0 0 Sub Total 10006027 10006027

16. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

17. On the basis of the review of utilisation of funds which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented to us by the Management, funds raised on short term basis have not been used for long term investment.

18. The company has not made preferential allotment of shares to parties and company covered in the register maintained under Section 301 of the Act during the year.

19 The Company has not issued any Debentures during the year. 20. The Company has not raised any money by public issue during the year.

21 As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For and on behalf of Place :- Mumbai Jayesh Sanghrajka & Co

-sd- Date :- 5th September, 2012 Chartered Accountants

Jayesh Sanghrajka

(Partner)

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S. UNIMIN INDIA LTD. as at 31st March, 2010 and also the Profit & Loss A/c for year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our Audit.

We have 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.

1. As Per information and explanation given to us & Audit Report required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph (1) 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 the 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 & Profit & Loss Account referred to in this report are in agreement with the books of accounts.

d. In our opinion, the attached Balance Sheet as at March 31,2010 and the Profit and Loss Account for the year ended on that date comply with the Accounting Standards Referred to in Sub-Section 3 (c) of Section 211 of the Companies Act, 1956.

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

f. Subject to Clause g below, in our opinion and to the best of our information and according to the explanations given to us the said accounts, read together with significant accounting policies and other notes thereon give the information required* by Companies Act, 1956 (As amended) in the manner so required and give a true and fair view:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

ii. In the case of the Profit & Loss Account of the loss of the Company for the year ended on that date.

g. 1. Amount Written off due to supplier of plant In earlier years to the extent of Rs.24,04,61,664/- written off In the earlier years. To this extent the liability and assets are understated. (Refer Clause No,7 In Notes to Accounts).

2. Notices under various Section was received from the Sales Tax Dept. Daman during the Year relating to Declaration Forms, late submission of Returns, Short payment of sales Tax for the period from 01/04/02 to 31.03.08 amounting to approx Rs.5,97,89,904/- (Refer Note No.10 In Notes to Accounts)

3. The amount of Debtors and Loans and Advances are unconfirmed and doubtful of Re- covery.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF UNIMIN INDIA LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2010.

1. The Company has maintained incomplete records to show particulars, including quantitative details and situation, of its fixed assets. We have been informed that the fixed assets of the Company are physically verified by the Management according to a phased program designed to cover all the items over a period of time, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, physical verification was carried out during the year and no material discrepancies were noticed.

2. The inventory of the Company has been physically verified by the Management during the year.

3. In our opinion, the procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

4. The Company has maintained proper records of inventory and there were no material discrepancies noticed between the physical stocks and the book stocks.

5. In respect of Loan given to the company listed in register maintained under section 301 of the Companies Act, 1956, It may be noted that there are no such loans are given.

6. There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods.

7. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

8. In our opinion, the Companys present internal audit system is commensurate with its size and nature of business.

9. In the case of the company the maintenance of cost records has not been prescribed by the Central Government of India under Section 209(1 )(d) of the Act.

10. 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, Employees State Insurance dues, Investor Education and Protection Fund, income Tax, Wealth Tax, and other material statutory dues have generally been regularly deposited, by the Companft during the year with the appropriate authorities in India with the exception of Fringe Benefit Tax of Rs. 10,24,8457 These dues are outstanding for a period of more than six months.

11. As at March 31, 2010, there have been no disputed dues which have not been deposited with the respective Authorities in respect of Income Tax, Wealth tax, Sales Tax and Cess except disputed Excise Dues for Rs. 330.47 Lacs for which the Company has preferred an appeal before CESTAT and in respect of the same CESTAT has ordered for pre-deposit of Rs. 30 lakhs the Same has been deposited by the Company in the month of September 2006 and the Compliance is reported to CESTAT. As of Date the Companies Appeal is pending hearing with CESTAT Ahmedabad and the Date of Such hearing was on 22"* September 2009. which was adjourned to 27* July 2010 and was further adjourned to 07* Sept 2010.

12. The Company has accumulated losses as at March 31,2010, The Net worth of the Company is almost eroded as on 31* March 2010 and therefore a reference had been made to BIFR as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (StCA) and the company has was duly registered under BIFR The Registration No. under BIFR is 44/2006 subsequently the company has been declared a sick company under SIGA vide BIFRs order dated 21.02.2007.

13. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, deben- tures and other securities.

14. in our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhl / mutual benefit fund/ societies are not applicable to it.

15. The Company has not dealt or traded in any shares, securities, debentures or other investments during the yea.

16. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

17. On the basis of the review of utilisation of funds pertaining to term leans on overall basis and related information. as made available to us, the term loans taken by the Company have been applied for the purposes for which the- were obtained.

18. On the basis of the review of utilisation of funds which is based on overall examination of the balance sheet of the company, related information as made available to us and as represented to us by the Management, funds raised on short term basis have not been used for long term investment.

19. The company has not made preferential allotment of shares to parties and company covered In the register maintained under Section 301 of the Aet during the year.

20. The Company has not issued any Debentures during the year.

21. The Company has not raised any money by public issue during the year.

22. As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.



For JAYESH SANGHRAJKA & CO.,

Chartered Accountants



PLACE :-MUMBAI jayesh Sanghrajka

DATED: -25th August 2010 (Partner)