Auditor Report of Bhoruka Aluminium Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of Bhoruka Aluminium Limited (the Company), which comprise 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

2. The Company''s 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 13lh September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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

3. 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

4. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India subject to unsecured interest free loan given to companies amounting to Rs.25,30,52,948/- which is not recoverable; (Please refer Notes No.21 to financial statements under si.no.11)

(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 Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under 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.

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

ANNEXURE TO INDEPENDENT AUDITORS''REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date.

1. In respect of its fixed assets:

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

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

c) During the year the Company has disposed of substantial/major portion of the assets by way of slump sale to YKK Holding Asia Pte Ltd. Singapore on 30th May, 2013 in accordance with the approval granted by the Shareholders pursuant to Section 293(1 )(a) of the Companies Act, 1956 through Postal Ballot.

d) The slump sale consideration is Rs.98,35,81,230 after payment of consultancy fees and other expenses. After transfer of the assets and certain liabilities including employees to Bhoruka Facades Private Limited an Indian Subsidiary of YKK Holding Asia Pte Ltd. Singapore, the slump sale (Capital Gain) comes to Rs.43,48,36,204/= subject to carry forward loss of Depreciation of Rs. 18,89,23,097 and loss of the current year Rs.6,69,61,479.

e) In our opinion there was an accumulated loss of Rs.34,47,61,629/= at the end of the financial year and has not incurred cash loss in the current year and the cash loss immediately preceding the financial year was Rs.6,96,71,449/= i.e. 31st March, 2013 (6 months period).

2. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable, however as at the end of financial year 31st March, 2014, inventories are Nil since the same has been transferred at the time of slump sale;

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

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

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) the Company has granted interest free loans to three companies in the previous years, all the above companies are covered in the register maintained under section 301 of the Companies Act, 1956 and the outstanding balance at the end of the financial year was Rs. 16,00,42,040. There are no stipulation as to the dates for the repayment of the loan;

b) the Company has given an interest free loan of Rs. 6,42,772 to its wholly owned subsidiary Bhoruka Aluminium FZE UAE during the year under review and the outstanding balance at the end of the financial year was Rs.4,16,67,054/=.

c) In our opinion, the rate of interest and other terms and condition to the loan given to the Companies (as per a) are prima facie, prejudicial to the interest of the Company;

d) the Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956; Consequently, the requirements of Clause (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

4. 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 and fixed assets and for the sale of goods and services. Further, we have not come across any major weakness in the internal control system nor we have been informed of any such instance.

5. 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 that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions with parties exceeding the value of Rupees five lakh each entered into during the financial year, are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. According to the information and explanations given to us in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Employees'' State Insurance, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities except Income Tax dues amounting to Rs.4,47,04,172 during the year under review.

b) Details of dues of Service Tax and Excise duty which have not been deposited as on 31st March, 2014 on account of disputes are given below:

Name of Nature of the Appeal No. Forum where statute disputes dispute pending

Service Tax Service Tax 632/2009 Central (Finance Act, Excise & 1994) Service Tax 401/2011 Appellate Tribunal

Central Duty SEZ 25944/2013 Central Excise Act, Excise & 1944 Service Tax E-136/2009 Appellate Tribunal

Name of the Statute Period to Amount Rs. which the amount relates

Service Tax (Finance Act, 1994 May 2006 to 1,34,657 March 2007

May 2006 to 1,95,186 March 2007

Central Excise Act, 1944 July 2008 to 1,13,54,141 December 2008 July 2007 to 2,39,90,442 June2008

8. In our opinion and based on the information furnished to us, the Company is not a Sick Industrial Company.

9. According to the information and explanations given to us, the Company has not accepted any deposit from the public covered under Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder except from shareholders during previous years.

10. Based on our audit procedures and according to the information and explanation given by the Management, we are of the opinion that the Company has repaid a sum of Rs.85 Crore out of Rs.92.60 Crore after waiving of interest portion to the Secured Lenders leaving a balance of Rs.7.60 crore to be paid within two years with a moratorium of one year with simple interest is secured by the personal guarantee of the promoters and company''s assets.

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

12. According to the information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, for the financial year ended March 31,2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

13. The Company has not obtained any term loan during the financial year ended under audit.

14. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the Para 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

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

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

17. The Company has not raised any monies by way of public issue during the year.

18. The Company is not dealing in or trading in Shares, securities, debentures or mutual funds and other investments. Accordingly, the provisions of Clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 and Companies (Auditor''s Report) (Amendment) Order 2004 are not applicable to the Company.

19. The Company has not issued any debentures during the year.

20. The Company has given gurantee for loans taken by one of its associate company Bhoruka Fabcons Private Limited during the previous years and the extent of guarantee amount outstanding is Rs.21 lakh.

21. Based on the audit procedures performed and as per the information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For R.S. Agarwala & Co., Firm Reg No-00049S Chartered Accountants

M. Gandhi Place: Mysore Partner Date: 29,th May, 2014 Membership No. 22958

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Sep 30, 2012

1. We have audited the attached Balance sheet of M/s. BHORUKA ALUMINIUM LIMITED as at September 30, 2012 (18 months) and also the Profit and Loss Account for the period ended April 2011 to September 2012 for 18 months and Cash Flow Statement ended on that date annexed there to. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors'' Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we annex here to a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) 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 purposes of our audit;

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

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

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

(e) on the basis of written representations received from the directors, as on September 30,2012, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on September 30,2012 from being appointed as a director, in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) in our opinion and to the best of our information and according to the explanations given to us, they said accounts give the information required by the Companies Act, 1956, in the manner so required subject to

(i) Non provision of interest on secured loan to the extent of Rs. 12,04,36,726/- since the account is NPA from 31st December 2011 (to that extent loss is lower);

(ii) Non-provision of interest on unsecured loan to the extent of Rs 16,80,667/- and interest on LC credit on Material purchase of Rs 8,33,974/- and interest on credit on Material of Rs 8,92,987/- (to that extent loss is lower) read together with the notes and accounting policies there on give a true and fair view generally accepted in India;

(iii) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30,2012;

(iv) in the case of the Profit and Loss Account, of the LOSS for the period ended April 2011 to September 2012 for 18 months ;

(v) in the case of the Cash Flow Statement for the period ended on that date.

ANNEXURE TO AUDITORS'' REPORT TO THE MEMBERS

(Referred to the paragraph 3 of our report of even date)

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

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

(c) There was no disposal of substantial part of its fixed assets during the year.

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

(b) The procedure for Physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventory and'' no major discrepancies were noticed on physical verification.

3. In our opinion and according to the information and explanations given to us,

(a) the Company has granted interest free loans to three companies, all the above companies are covered in register maintained u/s 301 of the Act. The maximum amount involved during the year aggregate to Rs 1,93,20,831 and the year ended balance to Rs 15,99,92,040. There are no stipulation as to the dates for the repayment of the loan.

(b) In our opinion the rate of interest and terms and condition to the loan taken from companies are prima facie prejudicial to the interest of the company.

(c) The company has taken a interest free loan from a director covered u/s 301 of the Companies Act 1956, the maximum amount of Rs 62,00,000/- and outstanding at the year ended is nil. There is no stipulation as to the dates for the repayment of the loan. In our opinion the loan is not prima facie of prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are 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 and services. Further, we have not come across any major weakness in the internal control system nor we have been informed of any such instance.

5. 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 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions with parties exceeding the value of Rupees five lakhs each entered into during the financial year, are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

7. We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been made and maintained. We have not, however, made a detailed examination of the same.

8. According to the records of the Company, it has generally been regular in depositing undisputed statutory dues including Provident Fund and Employees'' State Insurance, Income-tax, Sales tax, Custom Duty, Excise Duty, Service-tax, Cess and other statutory dues during the year with the appropriate authorities, and there are no arrears of outstanding statutory dues as on that date, for a period of more than six months except Rs 11,43,335 on account of service tax which is pending with Central Excise Tribunal, from the date they became payable.

9. (a) The Company has accumulated losses at the end of the financial year Rs. 57,05,25,099 and it has incurred cash losses in the current year of Rs 56,02,35,375 and there is no cash loses in the immediately preceding financial year.

(b) At the Financial year ended 30.09.2012(18 months period), the Company has become a Potentially Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985. The Company is in the process of making reference to the Board for Industrial and Financial Reconstruction (BIFR) in accordance with the provisions of Section 23(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

10. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has defaulted in repayment of dues to bank and the Bank has declared the company as Non Performing Assets since 31st December 2011.

11. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

12. The nature of Company''s activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of Companies (Auditors'' Report) Order, 2003 are not applicable to the Company for the year.

13. The Company has given guarantee for loans taken by one of its Associate Company Bhoruka Fabcons Private Limited from banks or financial institutions.

14. Based on our audit procedures and information and explanation given by the management, during the financial year the Company has not obtained any term loan.

15. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

16. (a) The Company has not made any preferential allotment of shares during the year to parties & companies covered in the register maintained U/s 301 of the Act except bonus share are issued out of share premium account.

(b) There are no debentures outstanding at the year end.

17. The Company has not raised any money by public issues during the year.

18. Based upon the audit procedures performed 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.

19. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

For R.S. Agarwala & Co.,

Chartered Accountants

M.Gandhi

Place: Mysore Partner.

Date: 29th November, 2012 Membership No. 22958

Firm Reg NO-00049S

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Mar 31, 2011

1. We have audited the attached Balance sheet of M/s. BHORUKA ALUMINIUM LIMITED as at March 31, 2011and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) 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 purposes of our audit;

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

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

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

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

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required subject to non-consolidation of Subsidiary Company Bhoruka Aluminium (FZE) UAE in view of no transactions as per Notes to Accounts No.19 under Item No.13 in terms of Section 212 (2) (c ) of the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

ANNEXURE TO AUDITORS' REPORT TO THE MEMBERS (Referred to the paragraph 3 of our report of even date)

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

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

(c) There was no disposal of substantial part of its fixed assets during the year.

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

(b) The procedure for Physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventory and no major discrepancies were noticed on physical verification.

3. In our opinion and according to the information and explanations given to us,

(a) the Company has unsecured loan at the beginning of the year from Bhoruka Agro Greens Limited amounting to Rs 12,03,45,327/= covered in the register maintained under Section 301 of the Companies Act, 1956.Consequent to the amalgamation of the said Company with the Company, the Outstanding amount is NIL.

(b) The rate of interest and other terms and conditions of loan taken by the company are primafacie not prejudicial to the interest of the Company.

(c) The Company is regular in payment of principal amount and interest.

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

4. In our opinion and according to the information and explanations given to us, there are adequate internal control 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 and services. Further, we have not come across any major weakness in the internal control system nor we have been informed of any such instance.

5. 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 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions with parties exceeding the value of Rupees five lakhs each entered into during the financial year, are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to information and explanations given to us, the Company has not accepted any fixed deposits from the public, under Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

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

8. We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been made and maintained. We have not, however, made a detailed examination of the same.

9. According to the records of the Company, it has generally been regular in depositing undisputed statutory dues including Provident Fund and Employees' State Insurance, Income-tax, Sales tax, Custom Duty, Excise Duty, Service-tax, Cess and other statutory dues during the year with the appropriate authorities, and there are no arrears of outstanding statutory dues as on that date, for a period of more than six months except Rs 65,000 on account of service tax which is pending with Central Excise Tribunal, from the date they became payable.

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

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The nature of Company's activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of Companies (Auditors' Report) Order, 2003 are not applicable to the Company for the year.

14. The Company has given guarantee for loans taken by one of its Associate Company Bhoruka Fabcons Private Limited from banks or financial institutions.

15. Based on our audit procedures and information and explanation given by the management, during the financial year the Company has not obtained any term loan.

16. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

17. The Company has made preferential allotment of 1,27,44,838 equity shares during the financial year to promoters and others includes conversion of Global Depository Receipts (GDRs) and Warrants into Equity Shares.

Further, the Company has allotted 59,03,333 Equity shares to the shareholders of erstwhile Bhoruka Agro Greens Limited consequent to amalgamation with the Company as per the scheme sanctioned by the Honourable High Court of Karnataka vide its Order dated 15th December, 2010.

18. The Company has not issued any debentures during the year.

19. The Company has not raised any money by way of Public Issue except through Preferential allotment for which the Company has disclosed the end use of money and the same has been verified.

20. Based upon the audit procedures performed 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 R.S. Agarwala & Co., Chartered Accountants

M. Gandhi Partner Membership No. 22958 Firm Reg No-00049S

Place: Mysore Date: 5th May, 2011

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Mar 31, 2010

1. We have audited the attached Balance sheet of M/s. BHORUKA ALUMINIUM LIMITED as at March 31,2010, and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) 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 purposes of our audit;

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

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

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

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

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2010;

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

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

ANNEXURE TO AUDITORS REPORT TO THE MEMBERS (Referred to the paragraph 3 of our report of even date)

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

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

(c) There was no disposal of substantial part of its fixed assets during the year.

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

(b) The procedure for Physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventory and no major discrepancies were noticed on physical verification.

3. In our opinion and according to the information and explanations given to us,

(a) the Company has taken unsecured loan from a Company amounting to Rs 12,03,45,327/= covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The rate of interest and other terms and conditions of loan taken by the company are prime facie not prejudicial to the interest of the company

(c) The company is regular in payment of principal amount and interest.

(d) The company has not taken or granted any loans, secured or unsecured from companies, firms and other parties, except as reported in SI.No.3(a) of this annexure, listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control 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 and services. Further, we have not come across any major weakness in the internal control system nor we have been informed of any such instance.

5. 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 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions with parties exceeding the value of Rupees five lakhs each entered into during the financial year, are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to information and explanations given to us, the Company has not accepted any fixed deposits from the public, under Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

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

8. We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been made and maintained. We have not, however, made a detailed examination of the same.

9. According to the records of the Company, it has generally been regular in depositing undisputed statutory dues including Provident Fund and Employees State Insurance, Income-tax, Sales- tax, Custom Duty, Excise Duty, Service-tax, Cess and other statutory dues during the year with the appropriate authorities, and there are no arrears of outstanding statutory dues as on that date, for a period of more than six months except Rs 65,000 on account of service tax which is pending with Central Excise Tribunal, from the date they became payable.

10. The Company doesnt have accumulated loss at the end of the financial year and it has not incurred any losses during the financial year however it has incurred cash losses in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the bank.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The nature of Companys activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year.

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

15. Based on our audit procedures and information and explanation given by the management, during the financial year the Company has not obtained any term loan.

16. On the basis of information and explanations given to us and on an overall examination of the Balance Sheet and the Cash Flow Statement of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

17. The Company has made preferential allotment of 30,00,000 equity shares during the financial year to bodies corporate other than the parties, and bodies corporate covered under section 301 of the Companies Act, 1956.

18. The Company has not issued any debentures during the year.

19. The Company has not raised any money by way of Public Issue except through Preferential allotment for which the Company has disclosed the end use of money and the same has been verified.

20. Based upon the audit procedures performed 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 R.S. Agarwala & Co., Chartered Accountants

M. Gandhi

Place: Bangalore Partner

Date: 24th April, 2010 Membership No. 22958