Auditor Report of ITL Industries Ltd.

Mar 31, 2018

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of ITL INDUSTRIES LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial control 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.

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 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 of the standalone Ind AS financial statements 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. 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 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 of 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 standalone Ind AS financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms oftheir reports referred to in sub-paragraph (i) of the Other Matters paragraph below, 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 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 March 31st, 2018, its Profit including other comprehensive income, its cash flows and the changes in equity 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 (“the Order”) issued by the Central Government in terms of section 143 (11) of the Act, we give in the “Annexure A”, 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) ofthe 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 ofthose books.

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, 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) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 ofthe Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on March 31st, 2018, taken on record by the Board of Directors, none of the director is disqualified as on March 31^st, 2018 from being appointed as a director in terms of Section 164 (2) ofthe 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 “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness ofthe company’s internal financial controls over financial reporting; and

(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:

a. The Company has disclosed the impact of pending litigations as at March 31st, 2018 on its financial position vide Additional Notes on Accounts no. 25(B)(2)(A) in its standalone financial statements.

b. Subject to the additional notes on accounts, the Company has made adequate provision as at March 31st 2018, as required under the applicable law or Indian accounting standards, for material foreseeable losses acknowledged by the company, if any, on long-term contracts including derivative contracts.

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

Annexure - “A” to the Independent Auditor’s Report

The Annexure required under CARO, 2016 referred to in our Report to the members of the ITL INDUSTRIES LIMITED (“the Company”) for the year ended March 31st, 2018, and according to the information and explanations given to us, we report as under:

(i) (a) The company has maintained adequate records showing general particulars, including quantitative details and situation of Fixed Assets.

(b) The fixed assets have been physically verified by the management during the year in accordance with 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. The discrepancies noticed on such verification which were not material have been properly dealt with in the books of account.

(c) On the basis of our examination of records of the Company, we report that, The Title Deeds, comprising all the immovable properties of land & buildings, which are free hold, are held in the name of company as at the balance sheet date. In respect of lease hold immovable properties of land and building that have been taken on and disclosed as fixed assets in the standalone financial statements, the lease agreements are in the name ofthe company.

(ii) In our opinion, on the basis of our examination ofthe records ofthe company, the inventories have been physically verified by the management at the reasonable intervals and the material discrepancies noticed, if any, has properly been dealt with in the books of account

(iii) The company has granted loans, secured or unsecured to MM Metals Private Limited (Subsidiary Company)

a) The Company has granted advances to party covered in register maintained under section 189 of the Companies Act, 2013(Total Advance amount Outstanding on 31^st march, 2018 Rs. 47709710/-). According to the information and explanation given to us and based on the audit procedures conducted by us there was no stipulation about interest and repayment terms.

b) The advances granted are repayable on demand and to commence ancillary business. As informed, the company has not demanded repayment of such advances during the year, thus, there has been no default on the part of the parties to whom advances was made.

c) There is no overdue amount of loans granted to companies, firm or other parties listed in the register maintained under section 189 ofthe companies Act, 2013.

(iv) During the year while doing transaction for Loans, investments, guarantees, and security provisions of section 185 and 186 ofthe Companies Act, 2013 have been complied with.

(v) The company has neither invited nor accepted any deposits from the public during the year therefore the reporting requirement of the clause is not applicable to the company.

(vi) The Company is mainly carrying on the business of Manufacturing of Band saw Machines, CNC Tube Mills, Machine tools & Sale/purchase of Hydraulic Items, etc. and according to the size of operations, the requirements of maintenance of cost records under sub section (1) of section 148 ofthe Companies Act, 2013, are not applicable to the Company.

(vii) (a) According to the records of the Company, it is generally regular in depositing undisputed statutory dues including Provident Fund, Employees state insurance, Income Tax, Central Sales Tax, Goods and Service Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues, whichever is applicable to the company with the appropriate authorities during the year and no undisputed amounts were outstanding as at March 31st, 2018 for a period of more than six months, from the date they become payable.

(b) There are no dues of Income Tax, Central Sales tax, Goods and Service Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues which have not been deposited on account of any dispute, Expect as under : -

(Amount in Rs.)

Related To:	Authority where Pending	Financial Year	Disputed Amount
Central Sales Tax, 1956	Appellate Authority	2014-15	2353204/-
M.P. Commercial Tax (VAT)	Appellate Authority	2014-15	27622/-
Central Sales Tax, 1956	Appellate Authority	2015-16	3129661/-
Income Tax Act, 1961	CPC, Bengaluru	2010-11	40520/-
Income Tax Act, 1961 -TDS demand	CPC, TRACES	2010-11	139660/-

(viii) The Company has not defaulted in repayment of dues to banks and financial institution. There are no debenture holders and loan from government.

(ix) During the year the term loan taken by the company has been applied for purpose for which they were rased. The company has not rased money by way of initial public offer (Including debt instrument).

(x) Based upon the audit procedures performed, no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the course of our Audit.

(xi) To the best of our knowledge and belief, managerial remuneration has been paid/provided in accordance with the requisite approvals, if any, mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the order is not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 wherever applicable and the details have been disclosed in the standalone financial statements as required by the applicable standards.

(xiv) Based on our examination of the record of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) In our opinion, the company has not entered into any non cash transaction with directors or persons connected with him, therefore the reporting requirement of the clause is not applicable to the company.

(xvi) In our opinion and as per the transactions of the company, the company is not required to be registered u/s 45IA of the Reserve Bank of India Act,1934 therefore the reporting requirement ofthe clause is not applicable to the company.

Annexure - “B” to the Independent Auditor’s Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ITL INDUSTRIES LIMITED (“the Company”) as on March 31st, 2018 in conjunction with our audit of the standalone Ind AS financial statements ofthe 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.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to these standalone 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 “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 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 with reference to these standalone 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 over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, 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 judgment, including the assessment ofthe risks ofmaterial misstatement ofthe 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 over financial reporting with reference to these standalone financial statements.

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 of the company are being made only in accordance with authorizations ofmanagement and directors ofthe company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the 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 of the 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, to the best of our information and according to the explanation given to us, the Company has, in all material respects, a reasonable internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31st, 2018 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 Finance Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.

Statutory Auditors

FOR: MAHENDRA BADJATYA & CO

CHARTERED ACCOUNTANTS

ICAI FRN 001457C

CA NIRDESH BADJATYA

PARTNER

ICAI MNO 420388

PLACE: INDORE

DATE: 30^th May, 2018

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Mar 31, 2015

We have audited the accompanying Standalone financial statements of ITL INDUSTRIES LTD ("the Company"), which comprise the Balance Sheet as at 31/03/2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the 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 of these standalone financial statements that give a true and fair view of the financial position and financial performance and cash flow 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 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.

Auditor's 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 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 31/03/2015, 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, 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 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, 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.

(e) On the basis of the written representations received from the directors as on 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

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

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

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

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(1) In Respect of Fixed Assets

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(2) In Respect of Inventory

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

(b) Procedures for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There is no inadequacies in such procedures that should be reported.

(c) Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(3) Loans and advances to parties covered under section 189

Yes, the Company has granted Unsecured loans to Dimart Engineering Private Limited (Related party ) and M M Metals Private Limited (Subsidiary Company)

(a) According to information and explanations given to us , there was no stipulation to charge interest and these were business investment of the company. Hence in our opinion the rate of interest and other terms and conditions of the above loans granted by the company are not prima facie, prejudicial to the interest of the company.

(b) There is no overdue amount of any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act

(4) Internal Control in reference to Purchase of Inventory and Fixed Assets and whether there is continue failure of Internal control

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

(5) Rules followed while accepting Deposits

No deposits within the meaning of Sections 73 to 76 or any other relevant provision of the Act and rules framed there under have been accepted by the Company.

(6) Maintenance of cost records

We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (l) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(7) According to the information and explanations given to us in respect of statutory dues

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Investor education protection fund, EmployeesRs. state insurance, Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, undisputed dues in respect of including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess and any other statutory dues with the appropriate authorities and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable are as follows:

(c) We have been informed that the bank has transferred the requisite amount to the Investor Education and Protection Fund in accordance with the relevant provisions of The Companies Act,1956 and rules made there under.

(8) Company which has been registered for a period less than five years and accumulated losses are more than 50% of Net worth, Reporting of cash Losses

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) Default in Repayment of Loans taken from Bank or Financial Institutions

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

(10) Terms for Loans and Advances from Banks or Financial Institutions prejudicial to the interest of the company According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(11) Application versus purpose for which Loan Granted

To the best of our knowledge and belief and according to the information and explanation given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans are obtained.

(12) Reporting of Fraud During the Year Nature and Amount

Based on the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed during the year, nor have we been informed of such case by the management.

Annexure detail of (7)(b)

Related To Authority Where Case Financial Year Disputed Amount Remarks is Pending

Central Tax Act,1956 Appelate Authority, Additional 2008-09 1,507,969.00 CCT(Appeal) Indore

M.P. Commercial Tax Act,1994 Appelate Authority, 2011-12 13,469.00 Additional CCT(Appeal) Indore

M.P. Commercial Tax Act,1994 Commercial Tax Tribunal 2010-11 2,500.00

Central Sales Tax Act,1956 Commercial Tax Tribunal 2010-11 201,101.00

Central Sales Tax, 1956 Appelate Authority, 2011-12 5,874,022.00 Additional CCT(Appeal) Indore



For MAHAVEER M. JAIN & CO.

Chartered Accountants

Reg. No. : 001749C



MAHAVEER KUMAR JAIN

Place : INDORE Proprietor

Date : 30/05/2015 Membership No. 070966

FRN: 001749C

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Mar 31, 2014

We have audited the accompanying financial statements of ITL INDUSTRIES LTD,("the company") which comprise the Balance Sheet as at 31/03/2014, the Statement of Profit and Loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flow of the company in accordance with the accounting standards referred to in sub -section (3C) of section 211 of the Companies Act 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatements, 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depend upon auditor''s judgement, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances ,but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of financial statements.

We believe that 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in case of the Balance Sheet, of the state of affairs of the Company as at 31/03/2014;

(b) in case Statement ofProfit and Loss Account, ofthe Profit for the year ended on that date;

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,2003("the order") issued by 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 ofthe order.

2. As required by section 227(3) oftheAct, we report that:

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

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

c. the Balance Sheet, Statement of Profit and Loss, and cash flow statment dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and cash flow statement comply with the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act,1956 , read with the General Circular 15/2013 dated 13th September, 2013 ofthe Ministry of Corporate Affairs in respect of section 133 ofthe Companies Act, 2013;

e. On the basis of written representations received from the directors as on 31/03/2014 and taken on record by the Board of Directors, none of the director is disqualified as on 31/03/2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 ofthe CompaniesAct, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

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

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that :

1. In respect ofits fixed assets:

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

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

(c) In our opinion and according to the information and explanation given to us,no substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2. In respect of its inventories:

(a) As explained to us,physical verification of inventory has been conducted at reasonable intervals by the management.

(b) In our opinion and according to the information and explanation given to us,procedures for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There is no inadequacies in such procedures that should be reported.

(c) in our opinion and on the basis of our examination of the records,the company is generally maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3. In respect of loans granted and taken to / from parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(a) The company has granted loan to the Two subsidiary companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.406.08 Lacs and the year end balance of loans granted to such parties was Rs 389.97 Lacs .

(b) According to the information and explanations given to us, there was no stipulation to charge interest and these were business investment of the company. Hence, in our opinion the rate of interest & other terms & Conditions of above Loans granted by the company are not prima facie, prejudicial to the interest of the company.

(c) In respect of loans granted, repayment of the principal amount is as stipulated .

(d) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) 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,other than Credit in the account of directors ,which represents Contractual obligation for expenditure ofthe the Company . Outstanding Balance at the year end in the account of directors was Rs. 48.24 Lacs.

(f) 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 Act. Accordingly, clause (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable to the Company for the Current year.

(g) The clause is not applicable to the company.

4. In respect of internal control

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

5. In respect of contracts or arrangements need to be entered into a register maintained u/s 301 ofthe Companies Act, 1956

(a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 are made at price which are reasonable having regard to prevailing market prices at the relevant time.

6. In respect of deposits from public

No deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules farmed thereunder have been accepted by the Company.

7. In respect of internal audit system

As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. In respect of maintenance of cost records

As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. In respect of statutory dues

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Cess and other material statutory dues applicable to it.

(b) According to the records of the Company, there are dues of Income Tax, Sales Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Sales Tax and Cess that have been not been deposited on account of dispute, and the forum where the dispute is pending are as under:

Name of the statute Nature of Dues Amount Period to Forum where (Rupees in Lacs) which amount disputes is relates pending

Central Sales CST 15.08 2008-09 Commissioner/Dy. Tax Act,1956 Commissioner of Commercial Tax, Indore

M.P Commercial CST & VAT 30.09 2010-11 -----do------ Tax Act,1944 & Central Tax Act,1956

10. In respect of accumulated losses and cash losses

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.

11. In respect of dues to financial institution / banks / debentures

Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. In respect of loans and advances granted on the basis of security

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

13. In respect of provisions applicable to Chit fund

The Company is not a chit fund or a nidhi or mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Order are not applicable to the company.

(a) N.A.

(b) N.A.

(c) N.A.

(d) N.A.

14. In respect of dealing or trading in shares, securities, debentures and other investment

According to information and explanations given to us the company is not dealing in or trading in shares, securities, debentures and other investments. However it has made investment in shares,Mutual Funds and other Investments. Proper records and timely entries have been maintained in this regard. All the investments made by the company are held in its own name.

15. In respect of guarantee given for loans taken by others

According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In respect of application of term loans

To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans are obtained.

17. In respect offund used

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

18. In respect of preferential allotment of shares

Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. In respect of securities created for debentures

The company did not have any outstanding debentures during the year.

20. In respect of end use of money raised by public issues

The company has not raised any money from the public during the year under audit.

21. In respect offraud

Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For MAHAVEER M. JAIN & CO.

Chartered Accountants Reg. No. : 001749C

MAHAVEER KUMAR JAIN

Place : INDORE (PROPRIETOR)

Date : 30/05/2014 M.No. :070966

---

Mar 31, 2013

We have audited the accompanying financial statements of ITL Industries Ltd., 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 is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“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.

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 andperform 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.

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of ITL Industries Ltd. on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

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

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

2. (a) As explained to us, 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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken Loan form Directors & other Parties listed in the register maintained under Section 301 of the Companies Act, 1956. Amount Outstanding as on 31/03/2013 of Rs. 59.25 Lacs.

(b) According to the information and explanations given to us in our opinion the rate of interest & other terms & Conditions of above Loans grated/taken by the company are not prima facie, prejudicial to the interest of the company.

(c) There are no overdue Accounts of the nature referred to in the paragraph.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. 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 a financial institution, bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company has invested in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. To the best of our knowledge and belief and according to the information and explanation given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans are obtained.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For MAHAVEER M.JAIN & CO.

Chartered Accountants

MAHAVEER K. JAIN

Place: INDORE (PROPRIETOR)

Date:30/05/2013 Membership No. :070966

FRN:001749C

---

Mar 31, 2012

[i] We have audited the attached Balance Sheet of ITL INDUSTRIES LIMITED as at 31st March, 2012 and also the Profit and Loss Account and cash flow statement for the year endedon 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.

[ii] 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 test basis, evidence supporting the amounts and disclosures in 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.

[iii] As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government of hdia in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclosein the annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

[iv] Further to our comments in the annexure referred to above, we report that :-

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

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

(c) The Balance Sheet and the Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(d) In our opinion, the Balance Sheet and the Profit and loss Account and cash flow statement dealt with by this report comply with the accounting standards referred in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 principals generally accepted in India :

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

(ii) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date, and;

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

ANNEXURE

Referred to in Paragraph (iii) of our report of even date on the account of ITL INDUSTRIES LIMITED for the year ended 31st March, 2012

[As required by the Companies (Auditor's Report) Order, 2003]

Statement referred to in Paragraph (iii)of the Audtor's Report of even date to the members of ITL INDUSTRIES LTD on the accounts for the year ended on 31st March, 2012.

As required by the Companies (Auditor's Report) Order,2003 issued by the Central Government Of India in terms of sub section (4A) of section 227 of the Companies Act,.1956 and on the basis of such checks as considered appropriate and as per the information and explanations given to us during the course of the audit:

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

(ii) As per the information and explanations given to us. Physical verification of fixed assets has been carried out in terms of the phased program of verification of its fixed assets adopted by the company and no material discrepancies werenoticed on such verification. I n our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

2. (i) As per the information furnished, the inventories have been physically verified by the management during the year. In our opinion

the frequency of verification is reasonable. (ii) In our opinion and according to the information and explanations given to us procedures of physical verification of inventories

followed by the management are reasonable and adequate in relation to the size of the company and nature of its business. (iii) The company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the company and the same have been properly dealt with the books of accounts.

3. (i) The company has taken loan from Directors and other parties listed in the register maintained under section 301 of the Companies

Act, 1956 amount outstanding as on 31.3.2012 of Rs.45.14 lacs. (ii) According to the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions of above loans granted/ taken by the company are not prima facie, prejudicial to the interest of the company.

(iii) There are no over due accounts of the nature referred to in the paragraph.

4. In our opinion and according to the information and explanations given to us , there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods .During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act. 1956 :

(i) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that needed to be entered into the register maintained under section 301 have been so entered.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the valueof Rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public and therefore, the provisions of section 58 A and 58 AA of the companies Act 1956 and rules made there under are not applicable to the company.

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

8. The Central Government has prescribed maintenance of the cost records under section 209(i)(d) of the companies Act, 1956 in respect of the company's product. We have broadly reviewed the books of accounts and records maintained by the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made & maintained. We have however not made a detailed examination of the records maintained for the above purposes.

9. (i) According to the information and explanations given to us and the records examined by us, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund Investor Education ,and protection Fund, Employee State Insurance, Income tax, Sales tax, Custom Duty, Excise Duty, Cess and any other Statutory dues wherever applicable. According to the information and explanations given to us ; no undisputed arrearsof statutory dues were outstanding as at 31 rt March 2012 for a period of more than 6 months from the date they became payable. (ii) According to the records of the company, the dues of Sales tax/Income tax/Custom duty/Wealth Tax/Excise Duty / Cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under.

Name Of the Nature Of Amount Period to Which Forum Where Disputes is Statute Dues (Rupees In Lacs) Amount Relates Pending

M.P.Commercial Tax Act, CST Commissioner/ 1994 & 17.49 2008-09 Dy.Commissioner

Central Tax Act, 1956 Of Commercial Tax, Indore

10. The company does not have accumulated losses as at the end of the year. The Company has not incurred cash losses during current & immediately preceding financial year.

11. Based on our audit procedures and on the basis of the information and explanations given by the management, we are of the opinion that the company has generally not defaulted in the repayment of the dues to financial institutions and banks.

12. Based on our examination of records and the information given to us, the Company has not granted any loans and/or advances on the basis of security by the way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to the Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the company.

14. The Company has maintained proper records of the transaction and contract in respect of dealing & trading in shares, securities, debentures and other investments and timely entries have been made therein. All Investments have been made by the Company in its own name.

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

16. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company d uring the year for the purpose for which the loans were obtained.

17. According to the cash flow statement and records examined by us and according to the informations explanations given to us , on over all basis, funds raised on short term basis have prima facie, not been used during the year for long term investment and vice versa.

18. The Company has not made any preferential allotment of shares during the year.

19. During the year covered by our Audit Report, the Company has not issued secured debentures.

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

21. As per information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year. For MAHAVEER M JAIN AND CO.

(Chartered Accountants)

Place : INDORE Reg No. :001749C

Date : 25/08/2012

MAHAVEER KUMAR JAIN

(Proprietor)

Membership No : 70966

---

Mar 31, 2010

[I] We have audited the attached Balance Sheet of ITL INDUSTRIES LIMITED as at 31st March, 2010 and also the Profit and Loss Account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

[ii] 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 test basis, evidence supporting the amounts and disclosures in 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.

[iii] As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

[iv] Further to our comments in the annexure referred to above, we report that :-

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

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

(c) The Balance Sheet and the Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(d) In our opinion, the Balance Sheet and the Profit and loss Account and cash flow statement dealt with by this report comply with the accounting standards referred in sub- section (3C) of section 211 of the Companies Act,1956.

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principals 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 Profit & Loss Account of the Profit of the Company for the year ended on that date, and;

(iii) In the case of cash flow Statement of the cash flows for the year ended on that date

ANNEXURE Auditors Report

Referred to in Paragraph(iii) of our report of even date on the account of ITL INDUSTRIES LIMITED for the year ended 31st March, 2010

[As required by the Companies (Auditors Report) Order, 2003]

Statement referred to in Paragraph (iii)of the Auditors Report of even date to the members of ITL INDUSTRIES LTD. on the accounts for the year ended on 31st March-2010.

As required by the companies (Auditors Report) Order,2003 issued by the Central Government Of India in terms of sub section (4A) of section 227 of the companies Act.1956 and on the basis of such checks as considered appropriate and as per the information and explanations given to us during the course of the audit :

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

(ii) As per the information and explanations given to us physical verification of fixed assets has been carried out in terms of the phased program of verification of its fixed assets adopted by the company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

2. (i) As per the information furnished, the inventories have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(iii) The company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the company and the same have been properly dealt with the books of accounts. 3.

(i) The company has taken loan from Directors and other parties listed in the register maintained under section 301 of the companies Act, 1956 amount outstanding Rs.12.59 lacs

(ii) According to the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions of above loans taken by the company are not prima facie, prejudicial to the interest of the company.

(iii) There are no over due accounts of the nature referred to in the paragraph. 4. In our opinion and according to the information and explanations given to us , there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods .During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the companies Act.1956 :

(i) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that needed to be entered into the register maintained under section 301 have been so entered.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of Rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public and therefore, the provisions of section 58 A and 58 AA of the companies Act 1956 and rules made there under are not applicable to the company.

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

8. The Central Government has prescribed maintenance of the cost records under section 209(i)(d) of the Companies Act, 1956 in respect of the companys product. We have broadly reviewed the books of accounts and records maintained by the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made & maintained. We have however not made a detailed examination of the records maintained for the above purposes.

9. (i) According to the information and explanations given to us and the records examined by us, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and protection Fund, Employee State Insurance, Income tax, Sales tax, Custom Duty, Excise Duty, Cess and any other Statutory dues wherever applicable. According to the information and explanations given to us; no undisputed arrears of statutory dues were outstanding as at 31st March 2010 for a period of more than 6 months from the date they became payable. (ii) According to the records of the company, the dues of Sales tax / Income tax/Custom duty / Wealth Tax /Excise Duty / Cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under.

Name Of the Statute Nature Of Dues Amount Period to Forum Where Disputes

(Rupees IN Lacs) Which Amount is Pending



MP.Commercial Tax MPCT/VAT/ 24.75 2000-01, 2002-03 Tax Tribunal & Commissioner /

Act, 1994 & CST 2003-04, 2004-05 Dy. Commissioner Of

Central Tax Act, 1956 & 2005-06 Commercial Tax, Indore

M.P.Entry Tax E Tax 1.07 2001-02 & M.P. Commercial Tax Tribunal &

Act, 1976 2003-04 Commissioner / Dy.Commissioner Of Commercial Tax, Indore

10. The company does not have accumulated losses as at the end of the year. The company has not incurred cash losses during current & immediately preceding financial year.

11. Based on our audit procedures and on the basis of the information and explanations given by the management, we are of the opinion that the company has generally not defaulted in the repayment of the dues to financial institutions and banks.

12. Based on our examination of records and the information given to us, the company has not granted any loans and/or advances on the basis of security by the way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to the Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the company.

14. The company has maintained proper records of the transaction and contract in respect of dealing & trading in shares, securities, debentures and other investments and timely entries have been made therein. All Investments have been made by the company in its own name..

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

16. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans were obtained

17. According to the cash flow statement and records examined by us and according to the information & explanations given to us , on over all basis funds raised on short term basis have prima facie, not been used during the year for long term investment and vice versa .

18. The company has not made any preferential allotment of shares during the year.

19. During the year covered by our Audit Report, the company has not issued secured debentures.

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

21. As per information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For MAHAVEER M. JAIN & CO.

CHARTERED ACCOUNTANTS Firm Regn. No. 001749C

(MAHAVEER K. JAIN)

PROPRIETOR M. No. 070966

DATED : 25.08.2010

PLACE : INDORE