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Auditor Report of Greenply Industries Ltd.

Mar 31, 2018

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Greenply Industries Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone Ind AS financial statementsâ).

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs, profit and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

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

In preparing these standalone Ind AS financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditorâs Responsibility

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

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

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

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

We are also responsible to conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entityâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditorâs report. However, future events or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

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

Other matter

The comparative financial information of the Company for the year ended 31 March 2017 included in these standalone Ind AS financial statements have been audited by the predecessor auditor who had audited the standalone Ind AS financial statements for the relevant periods. The report of the predecessor auditor on the comparative financial information dated 29 May 2017 expressed an unmodified opinion.

Our opinion is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

d) I n our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act;

e) On the basis of the written representations received from the directors of the Company as on 31 March 2018 and taken on record by the Board of Directors, we report that, none of the directors is disqualified from being appointed as a director in terms of Section 164(2) of the Act, as on 31 March 2018, except that in respect of one of the director whose name appears in the list of disqualified directors as hosted by the Ministry of Corporate Affairs (âMCAâ) under Section 164(2). According to the information and explanation given to us, the said director has filed an appeal with the National Company Law Tribunal (âNCLTâ) under MCA for restoration of the status, and has filed a writ petition with the Honâble High Court of Delhi at New Delhi, and has been granted stay order by Honâble High Court of Delhi at New Delhi till the time of disposal of the appeal by the NCLT;

f) With respect to the adequacy of the internal financial controls with reference to standalone Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 37 to the standalone Ind AS financial statements;

ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses;

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

iv. The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made since the requirement do not pertain to financial year ended 31 March 2018.

The Annexure referred to in Independent Auditorâs Report to the members of the Company on the Ind AS financial statements for the year ended 31 March 2018, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The inventory, except goods in transit, have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. For goods-in-transit, subsequent goods receipts have been verified. The discrepancies noticed on verification between the physical stocks and the book records were not material and has been adjusted in the books of account.

(iii) According to the information and explanations given to us and based on our examination of the records, the Company has granted unsecured loan to its two subsidiary companies covered in the register maintained under section 189 of the Act. The Company has not granted any loans, secured or unsecured to firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act.

(a) I n our opinion, the terms and conditions on which the loans has been granted to the companies listed in the register maintained under section 189 of the Act were not prejudicial to the interest of the Company.

(b) In the case of the loans granted to companies listed in the register maintained under section 189 of the Act, the companies are regular in payment of the principal and interest, as stipulated.

(c) There are no overdue amounts in respect of loan granted to the companies listed in the register maintained under section 189 of the Act.

(iv) I n our opinion and according to the information and explanations given to us, the Company has not granted any loans, investments, guarantees and security during the year that would attract provisions of section 185 of the Act. The Company has complied with the provisions of section 186 of the Act with respect to investments made, loans given and guarantee provided. The Company has not provided any security under the provisions of section 186 of the Act.

(v) I n our opinion and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India under the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, the provisions of paragraph 3(v) of the Order are not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 for any of the products manufactured by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income-tax, Sales-tax, Service Tax, Goods and Services tax, Duty of customs, Duty of excise, Entry tax, Value added tax, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Income-tax, Sales-tax, Service Tax, Goods and Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, entry tax, Goods and Service tax and value added tax which have not been deposited with the appropriate authorities on account of any dispute, except the following:

Name of the Statute	Nature of the dues	Amount (Rs. in lakhs)	Amount paid (Rs. in lakhs)*	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Extra discount and turnover discount in the assessable value	667.05	32.71	June 2009 to March 2016	Commissioner Appeals, Rajkot
Central Excise Act, 1944	Extra discount and turnover discount in the assessable value	73.95		April 2016 to June 2017	Joint Commissioner, Bhavnagar
Central Excise Act, 1944	Wrong availment of service tax on direct sale	5.54	-	March 2006 to September 2007	CESTAT, Kolkata
Central Excise Act, 1944	Extra Amount collected in the name of finance charges	11.06		April 2002 to February 2005	CESTAT, Kolkata
Central Excise Act, 1944	Short Payment of Excise Duty	571.74	-	April 2010 to January 2013	CESTAT, Kolkata
Central Excise Act, 1944	Incorrect valuation of goods cleared as sample including penalty	6.69	0.25	April 2011 to March 2015	Commissioner of Central Excise (Appeals)
Central Excise Act, 1944	Reversal of credit availed in respect of imported Flexi-Plywood including penalty	97.31	3.65	April 2011 to March 2015	Commissioner of Central Excise (Appeals)
Central Excise Act, 1944	Disallowance of Discounts	248.90	15.73	September 2009 to March 2010	CESTAT, Kolkata
West Bengal Sales Tax Act, 1994	Sales Tax Surcharge and Additional Surcharge Penalty (For short submission of Declaration Form 11)	10.26		April 1998 to March 1999	Senior Joint Commissioner of Commercial Taxes, Corporate Division
West Bengal Sales Tax Act, 1994	Sales Tax Surcharge and Additional Surcharge Penalty (For short submission of Declaration Form 11)	67.08		April 2000 to March 2001	Assistant Commissioner of Commercial Taxes, South Circle
West Bengal Sales Tax Act, 1994	Disallowance of Input Vat and Purchase Tax	8.40		April 2005 to March 2006	West Bengal Commercial Taxes Appellate and Revision Board
West Bengal Sales Tax Act, 1994	Disallowance of Input Vat and Purchase Tax	296.57	-	April 2008 to March 2009	West Bengal Taxation Tribunal
West Bengal Tax on Entry of Goods into Local Areas Act, 2012	Entry tax	692.83		July 2013 to December 2014	Honâble Calcutta High Court
Central Sales Tax Act, 1956	Sales Tax (For short submission of Declaration Form C)	17.59		April 2000 to March 2001	Assistant Commissioner of Commercial Taxes, South Circle

Central Sales Tax Act, 1956	Sales Tax (For short submission of Declaration Form C)	8.72	_	April 2005 to March 2006	West Bengal Commercial Taxes Appellate and Revision Board
Central Sales Tax Act, 1956	Sales Tax (For Non allowance of Declaration Form C and F)	74.63	-	April 2008 to March 2009	Honâble Calcutta High Court
Central Sales Tax Act, 1956	Sales Tax (For Non allowance of Declaration Form C and F)	119.27	11.43	April 2014 to March 2015	Senior Joint Commissioner LTU Commercial Taxes
Central Sales Tax Act, 1956	Sales Tax (For Non allowance of Declaration Form âCâ)	5.33	_-	April 2013 to March 2014	Additional Commissioner, Appeal, Sales Tax
Customs Act, 1962	Disallowance of benefits under SHIS license	391.92	14.70	July 2013 to December 2014	CESTAT, Kolkata
Kerala VAT ACT, 2003	Sales Tax (Tax and Interest charged on Escaped Turnover)	2.74	_-	April 2013 to March 2015	Assistant Commissioner, Sales Tax
Madhya Pradesh VAT Act, 2002	Denial of Value Added Tax Input	1.33	_-	April 2014 to March 2015	Deputy Commissioner (Appeal)
Bihar Value Added Tax Act, 2005	Denial of Entry Tax Credit	87.93	_-	April 2008 to March 2010 April 2011 to March 2012	Joint Commissioner of Commercial Taxes (Appeals)
Orissa Entry Tax Act, 1999	Entry tax on freight and other incidental charges of purchase value	6.19	_-	April 2014 to March 2015	Additional Commissioner of Commercial Taxes (Appeal), Bhubaneswar
Finance Act, 1994	Demand of Service tax refund on GTA services availed for transportation of wood log	591.47	-	August 2013 to June 2017	CESTAT, New Delhi

* paid under protest

(viii) I n our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to any financial institutions or banks. The Company did not have any outstanding loan or borrowings from government or debenture holders during the year.

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Term loans raised during the year were applied for the purpose for which it were obtained except for:

Nature of the fund raised	Details of default (Reason /Delay)	Amount (Rs. in lakhs)	Subsequently rectified (Yes/No)
Term loan	Fund temporary invested in bank deposits	500.00	Yes

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

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

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

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

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of paragraph 3(xiv) of the Order are not applicable not applicable to the Company.

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

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

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls with reference to financial statements of Greenply Industries Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls with reference to financial statements

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

Auditorâs Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal financial controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

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

Inherent Limitations of Internal Financial Controls with reference to financial statements

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March 2018, based on the internal controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For B S R & Co. LLP

Chartered Accountants

Firmâs Registration Number: 101248W/W-100022

Jayanta Mukhopadhyay

Place: Kolkata Partner

Date: 29 May 2018 Membership No: 055757

Mar 31, 2017

TO THE MEMBERS OF GREENPLY INDUSTRIES LIMITED REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of GREENPLY INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FORTHE STANDALONE FINANCIAL STATEMENTS

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

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding ofthe assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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 ofthe accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

We have taken into account the provisions ofthe Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31 March

2017, and its profit (financial position including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

OTHER MATTERS

The comparative financial information ofthe Company for the year ended 31 March 2016 and the transition date opening balance sheet as at 1 April 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by us and our reports for the years ended 31 March 2016 and 31 March 2015 dated 24 May 2016 and 25 May 2015 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A" statement on the matters specified in paragraphs 3 and 4 ofthe Order.

2. As required by Section 143 (3) of the Act, we report that:

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

(b) In our opinion, proper books of account as required by the 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 and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis ofthe written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors

is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy ofthe internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(g) With respect to the other matters to be included in the 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 standalone Ind AS financial statements;

ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses;

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

iv. The Company has provided requisite disclosures in thefinancial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and the same are in accordance with books of account maintained by the Company and as produced to us by the Management. (Refer Note 50).

(i) (a) The Company has maintained proper

records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties are held in the name ofthe Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) The Company has granted unsecured loan to its wholly owned subsidiary company covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act"). It has not granted any loans, secured or unsecured to any other companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.

(a) In our opinion, the rate of interest and other terms and conditions on which the loan had been granted to its wholly owned subsidiary company listed in the register maintained under section 189 of the Act were not, prima facie, prejudicial to the interest of the Company, taking into consideration the prevailing rate of interest for foreign currency loans.

(b) In the case of the loans granted to its wholly owned subsidiary company listed in the register maintained under section

189 of the Act, the principal had not fallen due for payment. However the companies are regular in payment of interest, as stipulated.

(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 ofthe Act.

(iv) In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees, and securities, the Company has complied with the provisions of Section 185 and 186 ofthe Act.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) ofthe Act, which apply to the Company.

(vii) (a) The Company is generally regular in

depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding at the year end, for a period of more than six months from the date they became payable.

(c) According to the records ofthe Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as per annexure of Statement of Disputed Dues.

STATEMENT OF DISPUTED DUES

SI.	No.	Name ofthe Statute	Nature ofthe Dues	Rs,in Lacs	Period to which the amount relates (Financial Year)	Forum where dispute is pending
A)	0	West Bengal Sales Tax Act, 1994	Sales Tax Surcharge and Additional Surcharge Penalty (For short submission of Declaration Form 11)	10.26	1998-1999	Senior Joint Commissioner of Commercial Taxes, Corporate Division
	ii)	West Bengal Sales Tax Act, 1994	Sales Tax Surcharge and Additional Surcharge Penalty (For short submission of Declaration Form 11)	67.08	2000-2001	Assistant Commissioner of Commercial Taxes, South Circle, Kolkata.
	iii)	West Bengal Sales Tax Act, 1994	Disallowance of Input Vat and Purchase Tax	296.57	2008 - 2009	West Bengal Taxation Tribunal, Kolkata
B)	i)	Central Sales Tax Act, 1956	Sales Tax (For short submission of Declaration Form C)	17.59	2000-2001	Assistant Commissioner of Commercial Taxes, South Circle, Kolkata.
	ii)	Central Sales Tax Act, 1956	Sales Tax (For short submission of Declaration Form C)	8.72	2005 - 2006	West Bengal Commercial Taxes Appellate and Revision Board, Kolkata.
	iii)	Central Sales Tax Act, 1956	Sales Tax (For Non allowance of Declaration Form C and F)	74.63	2008 - 2009	Calcutta High Court, Kolkata
C)	i)	Bihar Value Added Tax Act, 2005	Denial of Entry Tax Credit	35.04	2009-2010	Joint Commissioner of Commercial Taxes (Appeals), East and West Division, Patna
	ii)	BiharValue Added Tax Act, 2005	Denial of Entry Tax Credit	19.75	2008 - 2009	Joint Commissioner of Commercial Taxes (Appeals), East and West Division, Patna
	iii)	BiharValue Added Tax Act, 2005	Denial of Entry Tax Credit	33.14	2011 -2012	Joint Commissioner of Commercial Taxes (Appeals), East and West Division, Patna
D)	i)	Central Excise Act, 1944	For Imposition of Penalty (appeal filed by the department)	43.71	2000-2001 to 2005 - 2006	Before CESTAT, East Zonal Bench, Kolkata
	ii)	Central Excise Act, 1944	Alleged Short Payment of Excise Duty	370.55	2010-2013	Before CESTAT, Kolkata
	iii)	Central Excise Act, 1944	Penalty on Above	201.19	2010-2013	Before CESTAT, Kolkata
	iv)	Central Excise Act, 1944	Duty on Resin in Negative List	286.93	01.03.2006 to 28.02.2013	Before CESTAT, Meerut-ll
	V)	Central Excise Act, 1944	Penalty on Above	286.93	01.03.2006 to 28.02.2013	Before CESTAT, Meerut-ll
	Vi)	Central Excise Act, 1944	Disallowance of Discounts	248.90	01.09.2009 to 31.03.2010	Before CESTAT, Kolkata

(viii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. Further, the Company does not have any debentures and loan from financial institution or government.

(ix) During the year, the Company raised a sum of Rs, 5000 lacs through Qualified Institutional Placement (QIP). Pending utilisation ofthe funds so raised, the surplus funds were temporarily used for the purpose other than for which they were raised but were ultimately utilised for the stated end-use. In our opinion and according to the information and explanations given to us, the Company has utilised the entire amount for the purpose for which it was raised. The Company also raised a sum of Rs, 21115.36 lacs byway of term loans from banks and it utilised a sum ofRs, 18509.36 lacsforthe purpose for which the same was taken. The balance amount of Rs, 2606 lacs remains unutilised.

(x) Based upontheauditproceduresperformedand according to the information and explanations given to us by the Management, no material fraud on or by the Company has been noticed or reported by the Management during the year.

(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination ofthe balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

To the Members of Greenply Industries Limited

We have audited the internal financial controls over financial reporting of GREENPLY INDUSTRIES LIMITED ("the Company") as of 31 March 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

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

AUDITOR''S RESPONSIBILITY

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

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

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

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

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

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

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

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting issued by the Institute of Chartered Accountants of India.

EXPLANATORY PARAGRAPH

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the financial statements of Company, which comprise the Balance Sheet as at 31 March 2017, and the related 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, and our report dated 29 May 2017 expressed an unqualified opinion thereon.

For D. DHANDARIA & COMPANY

Chartered Accountants

ICAI Firm Reg. No. 306147E

(Naveen Kumar Dhandaria)

Partner

Membership No. 061127

Place of Signature: Kolkata

Dated: 29 May 2017

Mar 31, 2016

The Members of Green ply Industries Limited

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of GREEN PLY INDUSTRIES LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENTâS 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 (âthe Actâ) 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 and Companies (Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORâS RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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, 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. 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 standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

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

(b) In our opinion, proper books of account as required by the 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) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016.

(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 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ.

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 32.1.1 to the financial statements;

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

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

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

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, which apply to the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Statement of Disputed Dues

SI. No.	Name of the Statute	Nature of the Dues	Amount (in Rs, Lacs)	Period to which the amount relates (Financial Year)	Forum where dispute is pending
A) i)	West Bengal Sales Tax Act, 1994	Sales Tax Surcharge & Additional Surcharge Penalty (For short submission of Declaration Form 11)	10.26	1998 -1999	Senior Joint Commissioner of Commercial Taxes, Corporate Division
ii)	West Bengal Sales Tax Act, 1994	Sales Tax Surcharge & Additional Surcharge Penalty (For short submission of Declaration Form 11)	67.08	2000 - 2001	Assistant Commissioner of Commercial Taxes, South Circle, Kolkata.

SI.	No.	Name of the Statute	Nature of the Dues	Amount (in Rs, Lacs)	Period to which the amount relates (Financial Year)	Forum where dispute is pending
	iii)	West Bengal Sales Tax Act, 1994	Disallowance of Input Vat and Purchase Tax	296.57	2008 - 2009	West Bengal Taxation Tribunal, Kolkata
B)	i)	Central Sales Tax Act, 1956	Sales Tax (For short submission of Declaration Form C)	17.59	2000 - 2001	Assistant Commissioner of Commercial Taxes, South Circle, Kolkata.
	ii)	Central Sales Tax Act, 1956	Sales Tax (For short submission of Declaration Form C)	8.72	2005 - 2006	West Bengal Commercial Taxes Appellate & Revision Board, Kolkata.
	iii)	Central Sales Tax Act, 1956	Sales Tax (For Non allowance of Declaration Form C & F)	74.63	2008 - 2009	Calcutta High Court, Kolkata
C)	i)	Bihar Value Added Tax Act, 2005	Denial of Entry Tax Credit	35.04	2009 - 2010	Joint Commissioner of Commercial Taxes (Appeals), East& West Division, Patna
	ii)	Bihar Value Added Tax Act, 2005	Denial of Entry Tax Credit	19.75	2008 - 2009	Joint Commissioner of Commercial Taxes (Appeals), East& West Division, Patna
	iii)	Bihar Value Added Tax Act, 2005	Denial of Entry Tax Credit	33.14	2011 - 2012	Joint Commissioner of Commercial Taxes (Appeals), East& West Division, Patna
D)		Karnataka VAT Act, 2003	Re-assessed VAT Amount and Interest	18.87	2007 - 2008	JCCT (Appeal), BANGALORE
E)		Tamilnadu VAT Act, 2006	Sales Tax (For Non allowance of Declaration Form C & I)	13.96	2013 - 2014	DC (CT) Chennai Central
F)	i)	Central Excise Act, 1944	For Imposition of Penalty (appeal filed by the department)	43.71	2000 - 2001 to 2005 - 2006	Before CESTAT, East Zonal Bench, Kolkata
	ii)	Central Excise Act, 1944	Disallowance of Cenvat Credit	19.71	2005 - 2006 & 2006 - 2007	Commissioner (Appeals), Kolkata-I
	iii)	Central Excise Act, 1944	Imposition of Penalty on Cenvat Credit	19.71	2005 - 2006 & 2006 - 2007	Commissioner (Appeals), Kolkata-I
	iv)	Central Excise Act, 1944	For imposition of Penalty	7.35	2006 - 2007 & 2007 - 2008	Commissioner (Appeals), Kolkata-I
	v)	Central Excise Act, 1944	Alleged Short Payment of Excise Duty	370.55	2010 - 2013	Before CESTAT, Kolkata
	Vi)	Central Excise Act, 1944	Penalty on Above	201.19	2010 - 2013	Before CESTAT, Kolkata
	vii)	Central Excise Act, 1944	Duty on Resin in Negative List	286.93	01.03.2006 to 28.02.2013	Before CESTAT, Meerut-11
	viii) Central Excise Act, 1944		Penalty on Above	286.93	01.03.2006 to 28.02.2013	Before CESTAT, Meerut-11

(viii)Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. Further, the Company does not have any debentures and loan from financial institution or government.

(ix) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments and term loans and hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed and according to the information and explanations given to us by the Management, we give below the details of a fraud on the Company by an employee noticed and detected by the Management during the year:

Nature of Fraud	Rs, in lacs
Embezzlement of funds by way of payments to unauthorized vendors and false cash payments to vendors	70.50

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon.

(xvi)According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For D. DHANDARIA & COMPANY

Chartered Accountants

ICAI Firm Reg. No. 306147E

(Dindayal Dhandaria)

Partner

Membership No. 010928

Place of Signature : Kolkata

Dated : May 24, 2016

Mar 31, 2015

We have audited the accompanying standalone financial statements of GREENPLY INDUSTRIES LIMITED (''the Company''), which comprise the Balance sheet as at March 31, 2015 the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financialposition, financialperformance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financialstatements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 standalone financial statements.

OPINION

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

EMPHASIS OF MATTER

We draw attention to Notes nos. 32, 3.1 and 7.1 to the financial statements which describe the effect of the Scheme of Arrangement on the Company and reciprocal charges, mortgages and encumbrances on the immovable assets of the Company and of Greenlam Industries Limited, respectively.

Our opinion is not modified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained allthe information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

(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 and with the returns received from the branches not visited by us.

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

(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 - Refer Note no. 30.1.1 to the financial statements;

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

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

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended March 31,2015 we report that:

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

(b) A substantial portion of the fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

2. (a) As explained to us, the inventories have been physically verified 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) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

3. (a) The Company has granted loans to a body corporate covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrower repaid the loan with interest as stipulated.

(c) There are no unpaid amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

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 with regard to purchase of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, which apply to the Company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. Athough there has been delay in few cases, there are no undisputed statutory dues outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, the following disputed amounts of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited:

Statement of Disputed Dues Sl. Name of the Nature of the Dues Amount Period to No Statute (in Lacs) which the amount relates (Financial Year)

A) i) West Bengal Sales Tax Surcharge & 10.26 1998 - 1999 Sales Tax Act, Additional Surcharge 1994 Penalty (For short submission of Declaration Form 11)

ii) West Bengal Sales Tax Surcharge & 67.08 2000 - 2001 Sales Tax Act, Additional Surcharge 1994 Penalty (For short submission of Declaration Form 11)

iii) West Bengal Disallowance of Input 8.40 2005 - 2006 Sales Tax Act, Vat and Purchase Tax 1994

iv) West Bengal Disallowance of Input 296.57 2008 - 2009 Sales Tax Act, Vat and Purchase Tax 1994

B i) Central Sales Sales Tax (For short 17.59 2000 - 2001 Tax Act, 1956 submission of Declaration Form C)

ii) Central Sales Sales Tax (For short 8.72 2005 - 2006 Tax Act, 1956 submission of Declaration Form C)

iii) Central Sales Sales Tax (For 74.63 2008 - 2009 Tax Act, 1956 Non allowance of Declaration Form C & F)

C i) Bihar Value Denial of Entry Tax 35.04 2009 - 2010 Added Tax Credit Act, 2005

ii) Bihar Value Denial of Entry Tax 19.75 2008 - 2009 Added Tax Credit Act, 2005

iii) Bihar Value Denial of Entry Tax 33.14 2011 - 2012 Added Tax Credit Act, 2005

D) Karnataka Re-assessed VAT 18.87 2007 - 2008 VAT Act, 2003 Amount and Interest

E) i) Central Excise For Imposition of 43.71 2000 - 2001 to Act, 1944 Penalty (appeal filed 2005 - 2006 by the department)

ii) Central Excise Disallowance of 19.71 2005 - 2006 & Act, 1944 Cenvat Credit 2006 - 2007

Name of the Statute Forum where dispute is pending

West Bengal Sales Tax Act, 1994 Senior Joint Commissioner of Commercial Taxes, Corporate Division

West Bengal Sales Tax Act, 1994 Assistant Commissioner of Commercial Taxes, South Circle, Kolkata.

West Bengal Sales Tax Act, 1994 West Bengal Commercial Taxes Appellate & Revision Board, Kolkata.

West Bengal Sales Tax Act, 1994 West Bengal Taxation Tribunal, Kolkata

Central Sales Tax Act, 1956 Assistant Commissioner of Commercial Taxes, South Circle, Kolkata.

Central Sales Tax Act, 1956 West Bengal Commercial Taxes Appellate & Revision Board, Kolkata.

Central Sales Tax Act, 1956 Calcutta High Court, Kolkata

Bihar Value Added Tax Act, 2005 Joint Commissioner of Commercial Taxes (Appeals), East & West Division, Patna

Bihar Value Added Tax Act, 2005 Joint Commissioner of Commercial Taxes (Appeals), East & West Division, Patna

Bihar Value Added Tax Act, 2005 Joint Commissioner of Commercial Taxes (Appeals), East & West Division, Patna

Karnataka VAT Act, 2003 JCCT (Appeal), BANGALORE

Central Excise Act 1944 Before CESTAT, East Zonal Bench, Kolkata

Central Excise Act 1944 Commissioner (Appeals), Kolkata-I

Statement of Disputed Dues

Sl. Name of the Nature of the Dues Amount Period to No Statute (in Lacs) which the amount relates (Financial Year)

iii) Central Excise Imposition of Penalty 19.71 2005 - 2006 & Act, 1944 on Cenvat Credit 2006 - 2007

iv) Central Excise For imposition of 7.35 2006 - 2007 & Act, 1944 Penalty 2007 - 2008

v) Central Excise Alleged Short Payment 370.55 2010 - 2013 Act, 1944 of Excise Duty

vi) Central Excise Penalty on Above 201.19 2010 - 2013 Act, 1944

vii) Central Excise Duty on Resin in 286.93 01.03.2006 to Act, 1944 Negative List 28.02.2013

viii) Central Excise Penalty on Above 286.93 01.03.2006 to Act, 1944 28.02.2013

F) Income Tax Disallowance under 8.94 2011 - 2012 Act, 1961 section 14A

G) Forest Act, Timber Transit Fee 152.22 07.08.2012 to 1927 06.02.2014

H) Mandi Samiti Mandi Samiti Fee 649.99 01.11.2011 to Act, 2011 31.03.2015

Name of the Statute Forum where dispute is pending

Central Excise Act, 1944 Commissioner (Appeals), Kolkata-I

Central Excise Act, 1944 Commissioner (Appeals), Kolkata-I

Central Excise Act, 1944 Before CESTAT, Kolkata

Central Excise Act, 1944 Before CESTAT, Kolkata

Central Excise Act, 1944 Before CESTAT, Meerut-II

Central Excise Act, 1944 Before CESTAT, Meerut-II

Income Tax Act 1961 Commissioner of Income Tax (Appeals) - 20 Kolkata

Forest Axt 1927 High Court, Nainital

Mandi Samiti Act 2011 High Court, Nainital

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks during the year. The Company has not issued any debentures and has not taken any loans from the financial institutions.

10. In our opinion and according to the information and the explanations given to us, the Company has given guarantee for loan taken from a bank by a subsidiary of Greenlam Industries Limited - the Resulting Company pursuant to a scheme of arrangement and the terms and conditions are not prejudicial to the interest of the Company.

11. In our opinion and according to the information and the explanations given to us, the term loans have been applied for the purposes for which they were raised.

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

For D. DHANDARIA & COMPANY Chartered Accountants ICAI Firm Reg. No. 306147E

(Dindayal Dhandaria) Partner Membership No. 010928

Place of Signature: Kolkata Dated: May 25, 2015

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. GREENPLY INDUSTRIES LIMITED ("the Company"), 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''s Responsibility for the Financial Statements

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 Principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular number 15/2013 dated 13th September, 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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

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:

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 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 for the year ended on that date.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors'' 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 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 purposes of our audit have been received from branches not visited by us.

(c) The Balance Sheet and the Statement of Profit and Loss, and the Cash Flow Statement dealt with in 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, the Statement of Profit and Loss and the Cash Flow Statement comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular number 15/2013 dated 13th September, 2013, issued by 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 Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as directors in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) As the Company has not disposed off any major part of the fixed assets, the going concern status of the Company is not affected.

2. In respect of its inventories:

(a) As explained to us, the inventory has been physically verified 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 according to the information and explanations given to us, the Company has maintained proper records of its inventory and no material discrepancies were noticed on physical verification.

3. (a) As informed to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such clauses (iii)(a) to (iii)(d) of Paragraph 4 are not applicable.

(b) As informed to us, the Company has taken loan from a company cover in the register maintained under section 301 of the Companies Act, 1956 the maximum amount involved was Rs. 1OOO.OO Lakhs and the year-end balance is Rs. Nil; and

(c) The loan was interest-free and as informed to us, other terms and conditions of loan taken by the Company were not prima facie prejudicial to the interest of the Company; and

(d) The loan was repaid during the year.

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

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

(a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered and the register required to be maintained under that section;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

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 cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(l)(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. Further, the due date of submission of the Cost Auditor''s report has not expired and the same has not been received by the Company.

9. In respect of statutory dues:

(a) According to the records of the Company, the Company has generally been regular in depositing Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Value Added Tax, Sales Tax, Entry Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities though there has been a slight delay in a few cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Value Added Tax, Sales Tax, Entry Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six months from the date they become payable.

(c) According to the information and explanation given to us, the following disputed amounts have not been deposited by the Company :

Statement of disputed dues

Name of the Statute Nature of the Dues Amount Period to which Forum where (Rs. in Lacs) the amount relates dispute is (Financial Year) pending

A) i) West Bengal Sales Sales Tax Surcharge & Additional 10.26 1998-1999 Senior Joint Commissioner of TaxAct,1994 Surcharge Penalty (For short Commercial Taxes, Corporate submission of Declaration Form 11) Division

ii) West Bengal Sales Sales Tax Surcharge & Additional 0.57 1999-2000 West Bengal Taxation Tribunal, TaxAct,1994 Surcharge Penalty (For short Kolkata submission of Declaration Form 11)

iii) West Bengal Sales Sales Tax Surcharge & Additional 67.08 2000-2001 Assistant Commissioner of Tax Act, 1994 Surcharge Penalty (For short Commercial Taxes, South Circle, submission of Declaration Form 11) Kolkata.

iv) West Bengal Sales Disallowance of Vat Input Credit and 8.40 2005-2006 West Bengal Commercial Taxes Tax Act,1994 Imposition of Purchase Tax Appellate & Revision Board, Kolkata.

v) West Bengal Sales Disallowance of Vat Input Credit and 296.57 2008 - 2009 West Bengal Taxation Tribunal, Tax Act,1994 Imposition of Purchase Tax Kolkata

B) i) Central Sales For short submission of Declaration 17.59 2000-2001 Assistant Commissioner of Tax Act, 1956 Form C Commercial Taxes, South Circle, Kolkata.

ii) Central Sales For short submission of Declaration 8.72 2005-2006 West Bengal Commercial Taxes Tax Act, 1956 Form C Appellate & Revision Board, Kolkata.

iii) Central Sales For short submission of Declaration 74.63 2008-2009 Calcutta High Court, Tax Act, 1956 Form C & F Kolkata

C) Rajasthan Entry Tax - Disallowance of Set-off of the Entry'' 76.06 2003-2004 Tax Board, Ajmer Goods Act, 2003 Tax in respect of Branch Transfers

D) Rajasthan Entry Tax - Disallowance of Set-off of the Entry 30.44 2004-2005 Tax Board, Ajmer Goods Act, 2003 Tax in respect of Branch Transfers

E) Rajasthan Entry Tax - Disallowance of Set-off of the Entry 55.74 2005-2006 Tax Board, Ajmer Goods Act, 2003 Tax in respect of Branch Transfers

F) Rajasthan Entry Tax - Constitutional validity of the Act 12.37 2007- 2008 Rajasthan High Court, Jodhpur Goods Act, 2003

G) Central Sales Disallowance of Set-off of the Entry 13.51 2006-2007 Deputy Commissioner of Tax Act, 1956 Tax in respect of Branch Transfers Commercial Taxes (Appeals), Alwar.

H) Rajasthan Value Added Penalty for purchases against 6.58 2013-2014 Appellate Authority, Commercial Tax ACT,2003 defective Road Permit Taxes, Alwar

I) Rajasthan Value Added Imposition of VAT 46.85 2013-2014 Appellate Authority, Commercial Tax ACT, 2003 Taxes, Alwar

J) Central Excise Departmental Appeal against 43.71 2000-2001 to Before CESTAT, Act, 1944 cancellation of Penalty 2005-2006 East Zonal Bench, Kolkata

K) Central Excise Disallowance of Cenvat Input Credit 19.71 2005-2006 & Commissioner (Appeals), Act, 1944 2006-2007 Kolkata-I

L) Central Excise Penalty for above 19.71 2005-2006 & Commissioner (Appeals), Act, 1944 2006-2007 Kolkata-I

M) Central Excise For imposition of Penalty 7.35 2006-2007 & Commissioner (Appeals), Act, 1944 2007-2008 Kolkata-I

N) Bihar Value Added Denial of Entry Tax Input Credit 41.24 2009-2010 Joint Commissioner of Tax Act, 2005 Commercial Taxes (Appeals), East & West Division, Patna

0) Bihar Value Added Denial of Entry Tax Input Credit 19.75 2008-2009 Joint Commissioner of Tax Act, 2005 Commercial Taxes (Appeals), East & West Division, Patna

P) Central Excise Excise Duty on Resin for 1321.66 Act, 1944 Captive Consumption June 2009 to Before CESTAT,

Q) Central Excise Penalty on Above 1321.66 February 2013 New Delhi Act, 1944

R) The Uttarakhand Timber Transit Fee 152.22 07.08.2012 to High Court of Uttarakhand, Transit of Timber and 06.02.2014 Nainital Other Forest Produce Rules, 2012

S) The Uttarakhand Mandi Samiti Fee 485.71 01.11.2011 to High Court of Uttarakhand, Agricultural Produce, 31.03.2014 Nainital Marketing (Development & Regulation) (Amendment) Act, 2012

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

11. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

15. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by its subsidiary companies from banks are not prejudicial to the interest of the Company.

16. In our opinion and according to information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long term investment.

18. According to the information and explanations given to us, 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, during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures.

20. The Company has not raised money by public issue during the period and hence the question of disclosure and verification of end use of such money does not arise.

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

For D. DHANDARIA & COMPANY

Chartered Accountants

ICAI Firm Reg. No. 306147E

(Naveen Kumar Dhandaria)

Place of Signature: Kolkata Partner

Dated: 29th May, 2014 Membership No. 61127

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of 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 for the year ended on that date.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors'' 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 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 purposes of our audit have been received from branches not visited by us.

(c) The Balance Sheet and the Statement of Profit and Loss, and the Cash Flow Statement dealt with in 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, Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Sub- section (3C) of Section 211 of the Companies Act, 1956.

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

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements"

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.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) As the Company has not disposed off any major part of the fixed assets, the going concern status of the Company is not affected.

2. In respect of its inventories:

(a) As explained to us, the inventory has been physically verified 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 according to the information and explanations given to us, the Company has maintained proper records of its inventory and no material discrepancies were noticed on physical verification.

3. (a) As informed to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such clauses (iii)(a) to (iii)(d) of Paragraph 4 are not applicable.

(b) As informed to us, 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 and as such clauses (iii)(e) to (iii)(g) of Paragraph 4 are not applicable.

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

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

(a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered and the register required to be maintained under that section;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

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 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. Further, the due date of submission of the Cost Auditor''s report has not expired and the same has not been received by the Company.

9. In respect of statutory dues:

(a) According to the records of the Company, the Company has generally been regular in depositing Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Value Added Tax, Sales Tax, Entry Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities though there has been a slight delay in a few cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to information and explanations given to us, no undisputed amount payable in respect of Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Value Added Tax, Sales Tax, Entry Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six months from the date they become payable.

(c) According to the information and explanation given to us, the following disputed amounts have not been deposited by the Company :

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

11. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

15. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by its subsidiary company from a bank are not prejudicial to the interest of the Company.

16. In our opinion and according to information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long term investment.

18. According to the information and explanations given to us, 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, during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures.

20. The Company has not raised money by public issue during the period and hence the question of disclosure and verification of end use of such money does not arise.

21. We have been informed that during the year the Company came to know that few employees of the Company, acting collusively, have been diverting funds of the Company, fraudulently, to their own accounts and to the accounts of their relatives since financial year 2010-11. Such amount is estimated to be Rs. 1.74 crores against which recovery made so far is Rs. 21.86 lacs. The Company has lodged criminal complaint against these employees and their relatives with police authorities and the matter is under investigation. As the amounts misappropriated have already effected the revenues of the Company, no further adjustment, therefore, is required. Pending investigation, no adjustment has been made for the amount recovered. According to the information and explanations given to us, no material fraud by the Company has been noticed or reported during the course of our audit.

For D. DHANDARIA & COMPANY

Chartered Accountants

ICAI Firm Reg. No. 306147E

(Dindayal Dhandaria)

Place: Kolkata Partner

Dated: 29th May, 2013 Membership No. 10928

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. GREENPLY INDUSTRIES LIMITED as at 31st March 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 required by the Companies (Auditors' Report) Order, 2003 (as amended) issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) Without qualifying our opinion, we draw attention to note no. 31 regarding negative net worth of a subsidiary.

3) Further to our comments in the Annexure referred to in paragraph (1) 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, certified by the Branch Managers, adequate for the purpose of our audit have been received from some of the branches, which have not been visited by us;

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with in this report are in agreement with the books of accounts and returns made available to us;

d) In our opinion, Balance Sheet, Statement of Profit & Loss and Cash Flow Statement, together with notes thereon, comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors other than nominee directors and taken on record by Board of Directors, we report that none of the said directors is disqualified as on 31st March, 2012 from being appointed as directors in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956. The provisions of section 274(1)(g) relating to disqualification of directors are not attracted in case of nominee directors.

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii) in the case of the Statement of Profit & Loss, of the Profit of the Company 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 Audit Report

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.

b) A substantial portion of the fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) As the company has not disposed off any major part of the fixed assets, the going concern status of the company is not affected.

2. In respect of its inventories:

a) As explained to us, the inventory has been physically verified 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 according to the information and explanations given to us, the company has maintained proper records of its inventory and no material discrepancies were noticed on physical verification.

3. a) As informed to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such clauses (iii)(a) to (iii)(d) of Paragraph 4 are not applicable.

b) As informed to us, the Company has not taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such clauses (iii)(e) to (iii)(g) of Paragraph 4 are not applicable.

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

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

a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered and the register required to be maintained under that section;

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time

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

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 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. Further, the due date of submission of the Cost Auditor's report has not expired and the same has not been received by the Company.

9. In respect of statutory dues:

a) According to the records of the Company, the Company has generally been regular in depositing provident fund, investor education protection fund, employees' state insurance, income tax, value added tax, sales tax, entry tax, wealth tax, service tax, custom duty, excise duty, cess, and other statutory dues applicable to it with the appropriate authorities though there has been a slight delay in a few cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

b) According to information and explanations given to us, no undisputed amount payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, service tax, sales tax, custom duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six months from the date they become payable.

c) According to the information and explanation given to us, the following disputed amounts have not been deposited by the company :

Statement of disputed dues

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

A) i) West Bengal Sales Sales Tax Surcharge & 10.26 Tax Act, 1994 Additional Surcharge Penalty (For short submission of Declaration Form 11)

ii) West Bengal Sales Sales Tax Surcharge & 67.66 Tax Act, 1994 Additional Surcharge Penalty (For short submission of Declaration Form 11)

iii) West Bengal Sales Disallowance of Input Vat and 8.40 Tax Act, 1994 Addition of Extra Purchase

iv) West Bengal Sales Disallowance of Input Vat and 16.05 Tax Act, 1994 Addition of Extra Purchase

B) i) Central Sales Tax Sales Tax (For short 1.00 Act, 1956 submission of Declaration Form C)

ii) Central Sales Tax Sales Tax (For short 27.81 Act, 1956 submission of Declaration Form C)

iii) Central Sales Tax Sales Tax (For short 8.72 Act, 1956 submission of Declaration Form C)

iv) Central Sales Tax Sales Tax (For short 3.35 Act, 1956 submission of Declaration Form C)

C) Rajasthan Entry Tax - Set-off of the Entry Tax with 76.06 Goods Act, 2003 the Sales Tax in respect of Branch Transfer

D) Rajasthan Entry Tax - Set-off of the Entry Tax with 30.44 Goods Act, 2003 the Sales Tax in respect of Branch Transfer

E) Rajasthan Entry Tax - Set-off of the Entry Tax with 55.74 Goods Act, 2003 the Sales Tax in respect of Branch Transfer

F)Rajasthan Entry Tax - Writ Petition filed in respect 12.37 Goods Act, 2003 of levy of Entry Tax

G) Himachal Pradesh Tax Levy of Entry Tax 88.83 n Entry of Goods into Local Area Act, 2010

H) Central Sales Tax Set-off of the Entry Tax with 13.51 Act, 1956 the Sales Tax in respect of Branch Transfer

I) Central Excise Wrong claim of Cenvat Credit 4.89 Act, 1944 on Service Tax paid on Input Services

J) Central Excise Wrong claim of Cenvat Credit 0.65 Act, 1944 on Service Tax paid on Input Services

K) Central Excise a) Disallowance of 769.94 Act, 1944 Cenvat Credit

b) Penalty imposed on 1900.58 Company, Managing Director and an Executive

Name of the Statue Period to which Forum where the amount relates dispute is pending (Financial Year)

A) i) West Bengal Sales Tax Act, 1994 1998 - 1999 Senior joint Commissioner of Commercial Taxes, Corporate Division

ii) West Bengal Sales Tax Act, 1994 1999 - 2000 & Assistant Commissioner 2000 - 2001 of Commercial Taxes, South Circle, Kolkata.

iii) West Bengal Sales Tax Act, 1994 2005 - 2006 West Bengal Commercial Taxes Appellate & Revision Board, Kolkata.

iv) West Bengal Sales Tax Act, 1994 2006 - 2007 West Bengal Commercial Taxes Appellate & Revision Board, Kolkata.

B)i) Central Sales Tax Act, 1956 1997 - 1998 West Bengal Commercial Taxes Appellate & Revision Board, Kolkata.

ii) Central Sales Tax Act, 1956 1999 - 2000 & Assistant Commiss -ioner 2000 - 2001 of Commercial Taxes, South Circle, Kolkata.

iii) Central Sales Tax Act, 1956 2005 - 2006 West Bengal Commercial Taxes Appellate & Revision Board, Kolkata.

iv) Central Sales Tax Act, 1956 2006 - 2007 West Bengal Commercial Taxes Appellate & Revision Board, Kolkata.

C) Rajasthan Entry Tax - Goods Act, 2003 2003 - 2004 Tax Board, Ajmer

D) Rajasthan Entry Tax - Goods Act, 2003 2004 - 2005 Tax Board, Ajmer

E) Rajasthan Entry Tax - Goods Act, 2003 2005 - 2006 Tax Board, Ajmer

F) Rajasthan Entry Tax - Goods Act, 2003 2007- 2008 Rajasthan High Court, Jodhpur

G) Himachal Pradesh Tax on Entry of Goods into Local Area Act, 2010 2010-11 & Himachal Pradesh 2011-12 High Court, Shimla

H) Central Sales Tax Act, 1956 2006 - 2007 Deputy Commissio -ner of Commercial Taxes (Appeals), Alwar.

I) Central Excise Act, 1944 2007-2008 Deputy Commissioner, Central Excise, Jorhat

J) Central Excise Act, 1944 2006-2007 Deputy Commissioner, Central Excise, Jorhat

K) Central Excise Act, 1944 2006-2007 to Commissioner of 2007-2008 Central Excise, Kolkata-VII Commissionerate

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

L) Central Excise a) for imposition of Penalty 43.71 Act, 1944 (appeal filed by the department)

M) Central Excise Disallowance of Cenvat 19.71 Act, 1944 Credit

N) Central Excise For imposition of Penalty 7.35 Act, 1944

O) Income Tax Act 1961 Income Tax Demand 27.49

P) Delhi Value Added Sales Tax (For short 17.85 Tax Act, 2004 submission of Declaration Form C)

Q) Bihar Value Added Denial of Entry Tax Credit 31.01 Tax Act, 2005

R) Bihar Value Added Denial of Entry Tax Credit 28.23 Tax Act, 2005

Name of the Statue Period to which Forum where the amount relates dispute is pending (Financial Year)

L) Central Excise Act, 1944 2000-2001 to Customs, Excise and Service 2005-2006 Tax Appellate Tribunal, East Zonal Bench, Kolkata

M) Central Excise Act, 1944 2005-06 & Commissioner (Appeals), 2006-07 Kolkata-I

N) Central Excise Act, 1944 2006-07 & Commissioner (Appeals), 2007-08 Kolkata-I

O) Income Tax Act 1961 2002-03 Commissioner (Appeals) Central III, Kolkata

P) Delhi Value Added Tax Act, 2004 2006-07 Additional Commissioner of VAT, New Delhi

Q) Bihar Value Added Tax Act, 2005 2008-09 Additional Commissioner (Appeals), Patna

R) Bihar Value Added Tax Act, 2005 2007-08 Additional Commissioner (Appeals), Patna

Out of the total disputed dues aggregatingRs. 3271.60 lacs as above, Rs. 2714.23 lacs has been stayed for recovery by the relevant authorities.

10. The company does not have accumulated losses at the year end and has not incurred cash losses during the period covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the company.

15. In our opinion, the terms and conditions on which the company has given guarantees for loans taken by its subsidiary company from a bank are not prejudicial to the interest of the company.

16. In our opinion and according to information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

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

18. According to the information and explanations given to us, 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, during the year.

19. According to the information and explanations given to us, the company has not issued any debentures.

20. The company has not raised money by public issue during the period and hence the question of disclosure and verification of end use of such money does not arise.

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

For D. DHANDARIA & COMPANY

Chartered Accountants ICAI Firm Reg. No. 306147E (Dindayal Dhandaria)

Place : Kolkata Partner

Dated : 30th May, 2012 Membership No. 10928

Mar 31, 2010

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

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

(1) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(2) Further to our comments in the Annexure referred to in paragraph (1) 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, subject to note no. 2.04 of Schedule V regarding credit of export incentives have been kept by the Company so far as appears from our examination of those books and proper returns, certified by the Branch Managers, adequate for the purpose of our audit have been received from some of the branches, which have not been visited by us;

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with in this report are in agreement with the books of accounts and returns made available to us;

(d) In our opinion, Balance Sheet, Profit & Loss Account and Cash Flow Statement, together with notes thereon, comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of the written representations received from the directors other than nominee directors and taken on record by Board of Directors, we report that none of the said directors is disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956. The provisions of section 274(1)(g) relating to disqualification of directors are not attracted in case of nominee directors.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to Note No. 2.04 of Schedule V to the Accounts regarding credit of export incentives whereby profit is overstated to the extent stated therein with corresponding effects on the assets and liabilities of the company and read together with Significant Accounting Policies and other notes appearing thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of

affairs of the Company as at 31st March, 2010;

(ii) in the case of the Profit & Loss Account, of the Profit of the Company 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 Audit Report 1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) As the company has not disposed off any major part of the fixed assets, the going concern status of the company is not affected.

2.(a) As explained to us, the inventory has been physically verified 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 according to the information and explanations given to us, the company has maintained proper records of its inventory and no material discrepancies were noticed on physical verification.

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) As informed to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and as such clauses (iii)(a) to (iii)(d) of Paragraph 4 are not applicable;.

(b) As informed to us, the Company had taken loans from four companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved was Rs. 2441.00 lakhs and the year end balance is Rs. Nil; and

(c) The loans were interest-free and as informed to us, other terms and conditions of loans taken by the company were not prima facie prejudicial to the interest of the company; and

(d) The loans were repaid during the year.

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

5.(a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301of the Act have been entered and the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public during the year.

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

8. In respect of the company, no cost records have been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanation given to us in respect of statutory and other dues:

(a) According to the records of the Company, the Company has generally been regular in depositing provident fund, investor education protection fund, employeesÃ state insurance, income tax, value added tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanation given to us, the following disputed amounts have not been deposited by the company :

Statement of disputed dues

Name of the Statute Nature of the Dues Amount Period to Forum where

(Rs in which the dispute is pending

Lacs) amount relates (Financial Year)

A) i) West Bengal Sales Tax Surcharge & 8.70 1997-1998 West Bengal Comm ercial

Sales Tax Act, 1994 Additional Surcharge 1.66 Taxes Appellate &

Penalty 0.05 Revision Board,

(For short submission of Kolkata

Declaration Form 11)

ii) West Bengal Sales Tax Surcharge & 1997-1998 & West Bengal Comm ercial

Sales Tax Act, 1994 Additional Surcharge Penalty 27.57 1998-1999 Taxes Appellate &

(For short submission of Revision Board,

Declaration Form 11) Kolkata

iii) West Bengal Sales Tax Surcharge & 1999-2000 & Assistant Commi ssioner

Sales Tax Act, 1994 Additional Surcharge Penalty 70.61 2000-2001 of Commercial Taxes,

(For short submission of South Circle,

Declaration Form 11) Kolkata

iv) West Bengal Disallowance of Input 2005-2006 Senior joint commissioner

Sales Tax Act, 1994 Vat and Addition of 27.10 Commissioner of Commercial

Extra Purchase Taxes, Corporate Division

v) West Bengal Disallowance of Input 2006-2007 Senior joint commissioner

Sales Tax Act, 1994 Vat and Addition of 16.05 Commissioner of Commercial

Extra Purchase Taxes, Corporate Division

B)i) Central Sales Tax Sales Tax 1.72 1997-1998 West Bengal Commercial

Act, 1956 (For short submission Taxes Appellate &

of Declaration Form C) Revision Board,

Kolkata

ii) Central Sales Tax Sales Tax 58.31 1997-1998 & West Bengal Commercial

Act, 1956 (For short submission 1998-1999 Taxes Appellate &

of Declaration Form C) Revision Board,

Kolkata.

iii) Central Sales Tax Sales Tax 32.43 1999-2000 & Assistant Commissioner

Act, 1956 (For short submission 2000-2001 of Commercial T axes,

of Declaration Form C) South Circle,

Kolkata

iv) Central Sales Tax Sales Tax 42.68 2005-2006 Senior joint commissioner

Act, 1956 (For short submission Commissioner of Commercial

of Declaration Form C) Taxes, Corporate Division

v) Central Sales Tax Sales Tax 11.22 2006-2007 Senior joint commissioner

Act, 1956 (For short submission Commissioner of Commercial

of Declaration Form C) Taxes, Corporate Division

C) Central Sales Tax Sales Tax 0.33 2005-2006 Deputy Commissioner Act, 1956 (For short submission of Commercial Taxes

of Declaration Form C) (Appeals), Jaipur

Name of the Statute Nature of the Dues Amount Period to Forum where

(Rs in which the dispute is pending

Lacs) amount relates (Financial Year)

D) Rajasthan Sales Tax 1.16 2005-2006 Deputy Commissioner Sales Tax Act, 1994 of Commercial Taxes

(Appeals), Jaipur

E) Rajasthan Sales Tax 30.36 2006-2007 Deputy Commissioner Sales Tax Act, 1994 (For short submission of Commercial Taxes

of ST-17 Forms) (Appeals), Alwar

F) Central Sales Tax Sales Tax 30.00 2006-2007 Deputy Commissioner Act, 1956 (For short submission of Commercial Taxes

of Declaration Form C) (Appeals), Alwar

G) Rajasthan VAT Act Sales Tax 37.09 2007-2008 Deputy Commissioner

of Commercial Taxes

(Appeals), Alwar

H) Central Sales Tax Sales Tax 318.83 2007-2008 Deputy Commissioner

Act, 1956 (For short submission of Commercial Taxes

of Declaration Form C) (Appeals), Alwar

I) Central Excise Wrong claim of Cenvat 4.89 2007-2008 Deputy Commissioner,

Act, 1944 Credit on Service Tax Central Excise,

paid on Input Services Jorhat

J) Central Excise Wrong claim of Cenvat 0.65 2006-2007 Deputy Commissioner,

Act, 1944 Credit on Service Tax Central Excise,

paid on Input Services Jorhat

K) Central Excise a) Disallo wance of 769.94 2006-2007 to Customs, Excise and Service

Act, 1944 Cenvat Credit 2007-2008 Tax Appellate Tribunal,

b) Penalty imposed on 1900.58 East Zonal Bench,

Company, Managing Kolkata

Director and an Executive

L) Central Excise a) Valuation of Goods 13.64 2006-2007 to Commissioner (Appeals)

Act, 1944 b) Penalty 13.64 2007-2008 Central Excise, Kolkata

M) Central Excise For disal lowance of refund 5.78 November08 to DY.Commis sioner of

Act, 1944 August09 Central Excise, Kolkata

N) Central Excise a) Valuation of Goods 3.61 01/12/2007 to DY.Commis sioner of

Act, 1944 30/06/2008 Central Excise, Kolkata

O) Central Excise a) for imposition of Penalty 43.71 2000-2001 to Customs, Excise and Service

Act, 1944 (appeal filed by the 2005-2006 Tax Appellate Tribunal,

department) East Zonal Bench,

Kolkata

P) Income Tax Act 1961 Income Tax Demand 35.95 2006-2007 Commissioner (Appeals)

Central III, Kolkata

(c) According to information and explanation given to us, apart from above, there are no other dues of income tax, value added tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. The company does not have accumulated losses at the year end and has not incurred cash losses during the period covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (AuditorÃs Report) Order, 2003 are not applicable to the company.

15. In our opinion, the terms and conditions on which the company has given guarantees for loans taken by its subsidiary company from a bank are not prejudicial to the interest of the company.

16. In our opinion and according to information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

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

18. According to the information and explanations given to us, 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, during the year.

19. According to the information and explanations given to us, the company has not issued any debentures.

20. The company has not raised money by public issue during the period and hence the question of disclosure and verification of end use of such money does not arise.

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

For D. DHANDARIA & COMPANY

Chartered Accountants ICAI Firm Reg. No. 306147E

(Dindayal Dhandaria)

Partner Membership No.10928

Place : Kolkata

Dated: 27th May, 2010

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