Auditor Report of Jindal Photo Ltd.

Mar 31, 2023

Jindal Photo Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Jindal Photo Limited ("the Company"), which comprise the balance sheet as at 31st March 2023, the statement of Profit & Loss and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

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 March 31, 2023 and profit, and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter We draw attention to:

i. Note 26(c) and 26(d) to the financial statements relating to non-provision of doubtful loans and nonprovision of amount recoverable from MCCL, a joint Venture Company due to petition and claims are pending for finalization/settlement.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

There are no key audit matters to communicate other than the matters those are described under the heading Emphasis of Matter.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexures to Board''s Report, but does not include the standalone financial statements and our auditor''s report thereon. The Board''s Report including Annexures to Board''s Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the Board''s report including annexures to Board''s Report, If, we conclude that there is a material misstatement of this other information; we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged With Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s 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.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s ResponsibilitiesfortheAudit ofthe Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it ex''sts. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to prov''de a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evdence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evdence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also prov''de those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

b) 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 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 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 "Annexure B". Our report expresses an unmodified opinion on the adequacy

and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company, if any, to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) 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 does not have any pending litigations which would impact its financial position.

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.

iv. (i) The management has represented that,

to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management has represented, that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have

been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

v. In our opinion and based on the information

and explanation provided to us, no dividend

has been declared or paid during the year by the company.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11 (g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For Suresh Kumar Mittal & Co.

Chartered Accountants Firm''s Registration No. 500063N

Ankur Bagla

Place: New DelhiPartner Date: 22.05.2023 Membership No. 521915

UDIN: 23521915BGXMNH6622

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Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of Jindal Photo Limited (“the Company”) which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the 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 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 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 31st March, 2018, and its Profit and Loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to:

Note 25(c) and 25(d) to the financial statements relating to non-provision of doubtful loans and non-provision of amount recoverable from MCCL, a joint Venture Company due to petition and claims are pending for finalization/ settlement.

Report on other Legal and Regulatory requirements

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

As required by section 143(3) of the Act, we report that:

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

b) 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164

(2) of the Act. Except Shri Shiv Kumar Mittal who has ceased to be director w.e.f. 15.05.2018 and no written representation has been received from him and therefore we are unable to comment on the same.

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”.

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 does not have any pending litigations which would impact its financial position.

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.

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

(b) All the fixed assets have been physically verified by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

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

(ii) The Company does not have any inventory.

Therefore, the provisions of clause (ii) of the order are not applicable to the company.

(iii) The company has granted unsecured loan to one company listed in the register maintained under section 189 of the Companies Act, 2013 and we report that

a) The terms and conditions for grant of such loans are not prejudicial to the interest of the company.

b) The repayment of principal and payment of interest is on demand. No demand has been made by the company. The borrower has requested to waive the interest for the year 2017-18 and the company has granted the request to waive the interest.

c) There are no overdue amounts

(iv) In our opinion and according to the information and explanation given to us the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, Investments, guarantees and security.

(v) According to the information and explanation given to us, the company has not accepted any deposit from the public. Therefore, the provisions of clause (v) of the order are not applicable to the company.

(vi) The Central Government has not specified maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of products dealt with by the company.

(vii) (a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of custom, duty of excise, value added tax, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect thereof were outstanding as at 31st March,2018 for a period of more than six months from the date they became payable.

(b) According to the records of the company, there are no dues of income tax or sales tax or service tax or duty of custom or duty of excise or value added tax which have not been deposited on account of any dispute.

(viii) The company does not have any loans or borrowings from any financial institution, bank, government or dues to debenture holders. Therefore, the provisions of clause (viii) of the order are not applicable to the company.

(ix) The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Therefore, the provisions of clause (ix) of the order are not applicable to the company.

(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) In our opinion, and according to the information and explanation given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V of the Companies Act, 2013.

(xii) The company is not a nidhi company and hence provisions of clause (xii) of the order are not applicable to the company.

(xiii) In our opinion all 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 financial statements etc. as required by the applicable accounting standards.

(xiv) During the year under review the company has not made any preferential allotment on private placement of shares or fully or partly convertible debentures.

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

(xvi) The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934.

We have audited the internal financial controls over financial reporting of Jindal Photo Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone 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 (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI)”. 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 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 Act.

Auditors’ 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 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, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. 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 of the 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 my / our audit opinion on the Company’s 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:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

b) 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 of management and directors of the Company; and

c) 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, 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 31^st March 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 issued by the ICAI”.

For Suresh Kumar Mittal & Co.

Chartered Accountants

Firm Reg. No. : 500063N

Ankur Bagla

Place : New Delhi Partner

Date : 30.05.2018 Membership Number 521915

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Mar 31, 2016

INDEPENDENT AUDITORS'' REPORT

To

The Members of Jindal Photo Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Jindal Photo Limited ("the Company") which comprise the Balance Sheet as at 31 March 2016, 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the 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 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 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 31st March, 2016, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to:

a) Note 25 to the financial statements relating to no provision of diminution in value of investments in shares, non-provision of doubtful loans and non-provision of amount recoverable from MCCL, a Joint Venture Company due to petition and claims are pending for finalization/ settlement.

b) Note 24 to the financial statements relating to the scheme of arrangement whereby the Board of Directors of Jindal Photo Limited at their meeting held on 12th January 2015 approved the scheme of arrangement (''the scheme'') between Jindal Photo Limited (''Demerged Company'') and Jindal Poly Films Limited (''Resulting Company'') for the demerger of the demerged undertaking (as defined in part (III) of the Scheme - Business of Manufacture, production, sale and distribution of photographic products of demerged company) into the Resulting Company. As per the scheme, the Demerged Undertaking of Jindal Photo Limited will stand transferred to the Resulting Company with effect from 1st April 2014, the Appointed Date. The scheme has been approved by the Hon''ble High Court of judicature at Mumbai on 26.02.2016. Consequently, for the year ended 31.03.2016, the core operations to be transferred to the Resulting Company i.e. Business of Manufacture, production, sale and distribution of photographic products were transferred w.e.f. 1st April

2014 and accordingly figures of previous year has also been re-casted.

Report on Other Legal and Regulatory requirements

As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure - A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by section 143(3) of the Act, we report that:

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

b) 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

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

(b) All the fixed assets have been physically verified by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

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

(ii) The Company does not have any inventory. Therefore, the provisions of clause (ii) of the order are not applicable to the company.

(iii) The company has granted unsecured loan to one company listed in the register maintained under section 189 of the Companies Act, 2013 and we report that

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".

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 does not have any pending litigations which would impact its financial position.

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.

a) The terms and conditions for grant of such loans are not prejudicial to the interest of the company.

b) The repayment of principal and payment of interest is on demand. No demand has been made by the company. The borrower has requested to waive the interest for the year 2015-16 and the company has granted the request to waive the interest.

c) There are no overdue amounts

(iv) In our opinion and according to the information and explanation given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, Investments, guarantees and security.

(v) According to the information and explanation given to us, the company has not accepted any deposit from the public. Therefore, the provisions of clause (v) of the order are not applicable to the company.

(vi) The Central Government has not specified maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of products dealt with by the company.

(vii) (a) The company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of custom, duty of excise, value added tax, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect thereof were outstanding as at 31st March,2016 for a period of more than six months from the date they became payable

(b) According to the records of the company, there are no dues of income tax or sales tax or service tax or duty of custom or duty of excise or value added tax which have not been deposited on account of any dispute.

(viii)The company does not have any loans or borrowings from any financial institution, bank, government or dues to debenture holders. Therefore, the provisions of clause (viii) of the order are not applicable to the company.

(ix) The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Therefore, the provisions of clause (ix) of the order are not applicable to the company.

(x) According to the information and explanations given to us, no fraud by the company or on the company by

We have audited the internal financial controls over financial reporting of Jindal Photo Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone 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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI)". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct its officers or employees has been noticed or reported during the year.

(xi) No managerial remuneration has been paid or provided.

(xii) The company is not a nidhi company and hence provisions of clause (xii) of the order are not applicable to the company.

(xiii)In our opinion all 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 financial statements etc. as required by the applicable accounting standards.

(xiv)During the year under review the company has not made any preferential allotment on private placement of shares or fully or partly convertible debentures.

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

(xvi)The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934. of its business, including adherence to 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 Act.

Auditors'' 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 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, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. 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 judgments, including the assessment of the 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 my /our audit opinion on the Company''s 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:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

b) 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 of management and directors of the Company; and

c) 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, 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 31 March 2016, 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 issued by the ICAI".

For B.K.Shroff & Co.

Chartered Accountants

Firm Reg. No. : 302166E

Sanjiv Aggarwal

Place: New Delhi Partner

Date : 30.5.2016 Membership Number 085128

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Mar 31, 2015

We have audited the accompanying financial statements of Jindal Photo Limited ("the Company") which comprise the Balance Sheet as at 31 March 2015, 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the 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 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 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 31st March, 2015, and its Loss and its cash flows for the year ended on that date.

Emphasis of Matter

we draw attention to:

a) Note 35 to the financial statements relating to the non- recognition of Deferred Tax Asset of Rs.1706.12 lacs (Rs. 1592.14 lacs upto 31.03.2014) in accounts up to 31.03.2015, based on future Profitability projection made by the management. However, we are unable to express any opinion on the above projections and their consequential impact, if any, on such DTA.

b) Note 36(ii) to the financial statements relating to the revision of income tax computations in respect of exempted sales tax for assessment years from 2006-07 to 2011-12 claiming additional benefit of Rs.11288.57 lacs in proceedings u/s 153A of the Income Tax Act, 1961. Necessary entries will be accounted at the time of finality of case pending with Income Tax Department. Had the additional benefit accounted for, MAT credit entitlement and Profit after taxes for the year would have been higher by Rs.2278.70 lacs.

c) Note 38 to the financial statements relating to proposed demerger of Demerged Unit of the Company as prescribed in Clause no. 5 of Part IV of the Scheme of Demerger with Jindal Poly Films Limited with effect from 1st April, 2014 is pending for approval with the Hon'ble High Court of judicature at Mumbai. Hence, no accounting treatment has been given in the books of accounts.

d) Note 39 to the financial statements relating to non- provision of diminution in value of investments in shares and non-provision of doubtful advances given to MCCL, a Joint Venture Company due to petition and claims are pending for finalization/settlement.

Report on Other Legal and Regulatory requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by section 143(3) of the Act, we report that:

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

b) 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) In our opinion, the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls are adequate.

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 financial statements – Refer Note 20 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.

ANNEXURE REFERRED TO IN PARAGRAPH (1) UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

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

(b) All the fixed assets have been physically verified by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(ii) (a) Physical verification of inventory (except material in transit) has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material.

(iii) The company has granted unsecured loan to a company covered in the register maintained under section 189 of the Act amounting to Rs.19,44,705 (Previous Year Rs.19,44,705) which have been considered doubtful of recovery and have been fully provided.

(iv) 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 the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) According to the information and explanation given to us, the company has not accepted any deposit from the public. Therefore, the provisions of clause (v) of the order are not applicable to the company.

(vi) The Central Government has not specified maintenance of cost records under sub section (1) of Section 148 of the Act in respect of products dealt with by the company.

(vii) (a) The company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect thereof were outstanding as at 31st March,2015 for a period of more than six months from the date they became payable.

(b) According to the records of the company, dues of income-tax or Sales tax or wealth-tax or service tax or duty of custom or duty of excise or value added tax or cess which have not been deposited on account of any dispute are as under:-

DETAILS OF DISPUTED CASES -31.03.2015

Name of statue Nature of dues disputed Amount (Rs.)

Assam Vat Act Defective of Form C 626,218

Delhi Sales Tax Act Ex-Party Assessment (Rejected 3,699,918 export sales)

Delhi Sales Tax Act Tax difference on medical product 156,330

Kerala Value Added Tax Act Tax rate difference and price 2,609,399 difference on minilab, roll film &camera

Kerala Value Added Tax Penalty 3,576,290

Kerala Value Added Tax Tax rate difference 40,551

Kerala Value Added Tax Tax rate difference 4,850

Rajasthan Sales Tax Act Tax difference on medical product 856,622

U.P. Value Added Tax Form 38 Bill No and date blank 49,500

West Bengal Value Added Non production of waybill {kodal - 185,554 Tax Chemial} Kerala Value Added Tax Reject stock transfer & central sales 403,553 form C

Kerala Value Added Tax Reject stock transfer 99,838

Income Tax Act 80-IB claim reduced due to shifting 7,854,507 of expenses

Income Tax Act Wrong working of Tax Liability and 106,162,372 disallowance u/s 14A

Income Tax Act Sales tax subsidy disallowed and 34,328,369 disallowance u/s 14A

Name of Statue Period to which Forum where pending amount relates

Assam Vat act 2003-04 Assam Revenue Board

Delhi Sales Tax Act 1992-93 Additional Commissioner Trade Tax, Delhi

Delhi Sales Tax Act 1993-94 and Deputy Commissioner Trade 2002-03 Tax, Delhi

Kerala Value Added Tax Act 2005-06 Appellate Tribunal, Cochin

Kerala Value Added Tax 2005-06 Intelligency Inspector, Cochin

Kerala Value Added Tax 2007-08 Appellate Authority, Cochin

Kerala Value Added Tax 2010-11 Assistant Commissioner(Appeal), Cochin

Rajastan Sales Tax Act 2000-01 to Jaipur High Court 2003-04

U.P.Value Added Tax 2011-12 Deputy Commissioner, Hapur

West bemgal Value Added Tax 2014-15 Deputy Commissioner, Kolkatta

Kerala Value Added Tax 2006-07 Deputy Commissioner, Cochin

Kerala Value Added Tax 2007-08 Deputy Commissioner, Cochin

Income Tax Act 2004-05 ITAT

Income Tax Act 2007-08 to CIT (A) 2010-11

Income Tax Act 2011-12 CIT (A)

(c) The amount required to be transferred to the Investor Education and Protection Fund has been deposited within time by the Company.

(viii)The company does not have any accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year but has incurred cash loss in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(x) In our opinion, except for a corporate guarantee of Rs. 86.93 crores given to the bank / NBFC on behalf of its joint venture company, no other guarantee has been given by the company.

(xi) In our opinion, the term loans have been applied for the purposes for which they were obtained.

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

For B.K.shroff & Co. Chartered Accountants

Reg. No. : 302166E

O.P. shroff

Place : New Delhi Partner

Date : 30th May,2015 Membership Number: 6329

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Mar 31, 2014

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

Management''s responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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 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

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 31 March 2014;

b) In the case of the Statement of profit and Loss, of the Loss for the year ended on that date; and

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

Emphasis of Matter

We draw attention to:

a) Note 5 to the financial statements relating to the non-recognition of Deferred Tax Asset of Rs.1592.14 lacs (Rs. Nil upto 31.03.2013) in accounts up to 31.03.2014,based on future profitability projection made by the management. However, we are unable to express any opinion on the above projections and their consequential impact, if any, on such DTA.

b) Note 37(i) to the financial statements relating to change in method of accounting of ''Revenue from Operation'' forming part of sales from recognizing sales at gross of exempted VAT to net of exempted VAT being in nature of capital receipt. Had it not been done sales would have been higher by Rs.2340.74 lacs and capital reserve would have been lower by Rs. 2340.74 lacs resulting in profit after tax would have been higher by Rs.2340.74 lacs

c) (i) The company has claimed additional benefit in

respect of exempted sales tax of Rs. 6375.32 lacs while fling income tax return / revised return for assessment year 2012-13 and 2013-14. Necessary entries has been passed during the year. Had the entries not been done, MAT credit entitlement and profit after taxes for the year would have been lower by Rs. 688.52 lacs. (Refer note no. 37 (ii) and 37 (iii) of the accompanying notes to the financial statements).

(ii) The company has filed revised income tax computations in respect of exempted sales tax for assessment years from 2006-07 to 2011-12 claiming additional benefit of Rs.11288.57 lacs in proceedings u/s 153A of the Income Tax Act, 1961. Necessary entries will be accounted for as and when assessment will be finalized. Had the additional benefit accounted for, MAT credit entitlement and profit after taxes for the year would have been higher byRs. 2278.70. (Refer note no. 37 (iv) of the accompanying notes to the financial statements).

Report on Other Legal and Regulatory requirements

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

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

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

(ii) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

(iii) 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;

(iv) 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 Act; and

(v) On the basis of written representation received from the directors as at 31 March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as at 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE REFERRED TO IN PARAGRAPH (1) UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

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

(b) All the fixed assets have been physically verifed by the management according to a regular programme which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verifcation.

(c) During the year the company has not disposed off any substantial part of fixed assets. Therefore, it has not affected the going concern concept of the company.

(ii) (a) Physical verifcation of inventory (except material in transit) has been conducted by the management at reasonable intervals. In our opinion, the frequency of verifcation is reasonable.

(b) The procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory. No material discrepancies with respect to book records were noticed on such verifcation.

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

a) The Company has given interest free loans to two subsidiaries, in respect of the said loans, the maximum amount outstanding at any time during the year was Rs 3,79,14,705 and the yearend balance is Rs 3,79,14,705.

b) In our opinion and according to the information and explanations given to us the terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) Except for loans of Rs.18,94,705(previous year Rs. 18,94,705) which have been considered doubtful of recovery and have been fully provided, the other principal amounts are repayable on demand and there is no repayment schedule.

d) In respect of the said loans, there is not any overdue amount.

e) The Company has not taken any loan during year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, Consequently, the requirements of the Clauses, (iii) (f) and (iii) g or paragraph 4 of the Order are not applicable.

(iv) 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 the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) (a) According to the information and explanations given to us during the year 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 explanations given to us, no transactions were made during the year in pursuance of such contracts or arrangements which exceeded the value of five lakh rupees in respect of any party at prices which were unreasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Act.

(vii) In our opinion, the company has an adequate Internal audit system commensurate with the size and the nature of its business.

(viii)The maintenance of cost records has not been prescribed by the Central Government u/s 209 (1)(d) of the Companies Act, 1956 in respect of the company''s products.

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

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31.3.2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, dues of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess which have not been deposited on account of any dispute are as under:

DETAILS OF DISPUTED CASES -31.03.2014

Name of Statue Nature of dues Disputed Amount (Rs.)

Assam Vat Act Defective of Form C 626,218

Delhi Sales Tax Act Ex-Party Assessment (Rejected 3,699,918 export sales)

Delhi Sales Tax Act Tax difference on medical product 156,330

Jammu Vat Act Rate of Entry Tax 455,343

Jammu Vat Act Rate of Entry Tax 22,042

Kerala Value Added Tax rate difference and price 2,609,399 Tax Act difference on minilab, roll flm &camera

Kerala Value Added Penalty 15,862,442 Tax

Kerala Value Added Tax rate difference 40,551 Tax

Kerala Value Added Tax rate difference 4,850 Tax

Rajasthan Sales Tax Tax difference on medical product 856,622 Act

U.P. Value Added Tax Tax on disputed export sales 210,000

U.P. Value Added Tax Tax invoice not signed by branch 226,827

Income Tax Act 80-IB claim reduced due to 7,854,507 shifting of expenses

Income Tax Act Wrong working of Tax Liability 114,666,972 and disallowance u/s 14A

Income Tax Act Sales tax subsidy disallowed 34,328,369 and disallowance u/s 14A Name of Statute Period to which Forum where pending amount relates

Assam Vat Act 2003-04 Assam Revenue Board

Delhi Sales Tax Act 1992-93 Additional Commissioner Trade Tax, Delhi

Delhi Sales Tax Act 1993-94 and Deputy Commissioner Trade 2002-03 Tax, Delhi

Jammu Vat Act 2007-08 and Appellate Authority 2008-09 2006-07 Collector, Sales Tax

Jammu Vat Act 2005-06 Appellate Tribunal, Cochin

Kerala Value Added Tax 2005-06 Intelligency Inspector, Cochin

Kerala Value Added Tax 2007-08 Appellate Authority, Cochin

Kerala Value Added Tax 2010-11 Assistant Commissioner (Appeal), Cochin disallowance u/s 14A

Rajasthan Sales Tax 2000-01 to Jaipur High Court 2003-04

U.P. Value Added Tax 2010-11 Deputy Commissioner, Hapur

U.P. Value Added Tax 2013-14 Mobil Squad, Kannauj

Income Tax Act 2004-05 ITAT

2005-06 Income Tax Act 2010-11 CIT (A)

Income Tax Act 2011-12 CIT (A)

(x) The company does not have any accumulated losses at the end of the financial year, however, has incurred cash loss during the financial year covered by our audit but not in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) According to the information and explanations given to us the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the company is neither a chit fund nor nidhi / mutual benefit fund/society and hence clause (xiii) of the Order is not applicable to the company.

(xiv) Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records in respect of dealing or trading in shares, securities, debentures and other investments. We also report that the company has held the shares, securities, debentures and other investments in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

(xv) In our opinion except for a corporate guarantee of Rs 86.93 crores given to the Bank/NBFC on behalf of its Joint Venture Company, No other guarantee has been given by the company.

(xvi) The company has not availed any term loans during the year and hence clause (xvi) of the Order is not applicable to the company.

(xvii) According to the information and explanations given to us and on and on an overall examination of the balance sheet of the company we report that funds raised on short-term basis amounting to Rs. 830.18 lacs have been used for long term investment.

(xviii)During the year 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.

(xix) According to the information and explanations given to us during the year the company had not issued any debentures.

(xx) According to the information and explanations given to us, during the year the company has not raised any money by public issue.

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

For B.K. SHROFF & CO. Chartered Accountants Firm Registration No. 302166E

Place : New Delhi O.P. Shroff Date : 30th May, 2014 Partner Membership No : 6329

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Mar 31, 2013

Report on the Financial Statements

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

Management''s responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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 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 31st March 2013;

b) In the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory requirements

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

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

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

(ii) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

(iii) 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;

(iv) 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 Act; and

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

ANNEXURE REFERRED TO IN PARAGRAPH (1) UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

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

(b) All the fixed assets have been physically verified by the management according to a regular programme which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) During the year the company has not disposed off any substantial part of fixed assets. Therefore, it has not affected the going concern concept of the company.

(ii) (a) Physical verification of inventory (except material in transit) has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory. No material discrepancies with respect to book records were noticed on such verification.

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

(a) The Company has given interest free loans to two subsidiaries, in respect of the said loans, the maximum amount outstanding at any time during the year was Rs 3,17,14,705 and the year end balance is Rs 3,17,14,705.

(b) In our opinion and according to the information and explanations given to us the terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

(c) Except for loans of Rs. 1,894,705 (previous year Rs. 1,794,705) which have been considered doubtful of recovery and have been fully provided, the other principal amounts are repayable on demand and there is no repayment schedule.

(d) In respect of the said loans, there is not any overdue amount.

(e) The Company has not taken any loan during year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, Consequently, the requirements of the Clauses, (iii) (f) and (iii) g or paragraph 4 of the Order are not applicable.

(iv) 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 the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) (a) According to the information and explanations given to us during the year 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 explanations given to us, no transactions were made during the year in pursuance of such contracts or arrangements which exceeded the value of five lakh rupees in respect of any party at prices which were unreasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Act.

(vii) In our opinion, the company has an adequate Internal audit system commensurate with the size and the nature of its business.

(viii) The maintenance of cost records has not been prescribed by the Central Government u/s 209 (1)(d) of the Companies Act, 1956 in respect of the company''s products.

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

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31.3.2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, dues of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess which have not been deposited on account of any dispute are as as under:

DETAILS OF DISPUTED CASES -31.03.2013

Name of Statue Nature of dues Disputed Period to Forum where Amount which amount pending (Rs.) relates

Assam Vat Act Defective of Form C 626,218 2003-04 [Assam Revenue Board)

Delhi Sales Tax Act Ex-Party Assessment 3,699,918 1992-93 Additional (Rejected export sales) Commissioner Trade Tax, Delhi

Delhi Sales Tax Act Tax difference on medical 156,330 1993-94 and Deputy Commissioner product 2002-03 Trade Tax, Delhi

Jammu Vat Act Rate of Entry Tax 455,343 2007-08 and Appellate Authority 2008-09

Kerala Value Added Tax Tax rate difference and price 2,657,471 2005-06 Appellate Tribunal, Act difference on minilab, roll Cochin film & camera

Kerala Value Added Tax Penalty 15,862,442 2005-06 Intelligency Inspector, Cochin

Kerala Value Added Tax Tax rate difference 40,551 2007-08 Appellate Authority, Cochin

Kerala Value Added Tax Tax rate difference 470,181 2008-09 Appellate Authority, Cochin

Kerala Value Added Tax Tax rate difference 4,850 2010-11 Assistant Commissioner (Appeal), Cochin Rajasthan Sales Tax Act Tax difference on medical 437,368 2000-01 to Appellate Tribunal, product 2002-03 Ajmer

U.P. Value Added Tax Tax on disputed export sales 210,000 2010-11 Deputy Commissioner, Hapur

U.P. Value Added Tax Tax on disputed export sales 334,619 2007-08 Deputy Commissioner, Ghaziabad

U.P. Value Added Tax Sale value enhanced & loss 156698 2007-08 Additional claimed rejected Commissioner, Ghaziabad

U.P. Value Added Tax Sale value enhanced & loss 1646299 2008-09 Additional claimed rejected Commissioner, Ghaziabad

(x) The company does not have any accumulated losses at the end of the financial year nor has incurred any cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) According to the information and explanations given to us the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the company is neither a chit fund nor nidhi / mutual benefit fund/society and hence clause (xiii) of the Order is not applicable to the company.

(xiv) Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records in respect of dealing or trading in shares, securities, debentures and other investments. We also report that the company has held the shares, securities, debentures and other investments in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

(xv) In our opinion except for a corporate guarantee of Rs 86.93 crores given to the Axis Bank Ltd and L&T Infrastructure Finance Company Limited on behalf of its Joint Venture Company, no other guarantee has been given by the company.

(xvi) The company has not availed any term loans during the year and hence clause (xvi) of the Order is not applicable to the company.

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

(xviii) During the year 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.

(xix) According to the information and explanations given to us during the year the company had not issued any debentures.

(xx) According to the information and explanations given to us, during the year the company has not raised any money by public issue.

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

For B.K. SHROFF & CO.

Chartered Accountants

Firm Registration No. 302166E

O.P. Shroff

Place : New Delhi Partner

Date : 30th May, 2013 Membership No: 6329

---

Mar 31, 2012

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

2 We have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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.

3. As required by the Companies (Auditor's Report) Order, 2003 and the Companies (Auditor's Report) (Amendment) Order, 2004 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 paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

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

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

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

(iv) In our opinion, the Balance sheet and the Profit & Loss Account and the Cash Flow Statement comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors and taken on record by the board of directors, we report that as on 31.03.2012 none of the directors is disqualified on the said date from being appointed as a director in terms of clause (g) of sub section(1) of section 274 of the Companies Act, 1956.

(vi) 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 of 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 31st March, 2012.

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

(c) In the case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) All the fixed assets have been physically verified by the management according to a regular programme which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) During the year the company has not disposed off any substantial part of fixed assets. Therefore, it has not affected the going concern concept of the company.

(ii) (a) Physical verification of inventory (except material in transit) has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory. No material discrepancies with respect to book records were noticed on such verification.

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

a) The Company has given interest free loans to two subsidiaries, in respect of the said loans, the maximum amount outstanding at any time during the year was Rs 22,694,705 and the year end balance is Rs 22,694,705

b) In our opinion and according to the information and explanations given to us the terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) Except for loans of Rs.1,794,705(previous year Rs. 1,794,705) which have been considered doubtful of recovery and have been fully provided, the other principal amounts are repayable on demand and there is no repayment schedule.

d) In respect of the said loans, there is not any overdue amount.

e) The Company has not taken any loan during year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, Consequently, the requirements of the Clauses, (iii) (f) and (iii) g or paragraph 4 of the Order are not applicable.

(iv) 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 the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) (a) According to the information and explanations given to us during the year 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 explanations given to us, no transactions were made during the year in pursuance of such contracts or arrangements which exceeded the value of five lakh rupees in respect of any party at prices which were unreasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Act.

(vii) In our opinion, the company has an adequate Internal audit system commensurate with the size and the nature of its business.

(viii) The maintenance of cost records has not been prescribed by the Central Government u/s 209 (1)(d) of the Companies Act, 1956 in respect of the company's products.

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

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31.3.2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, dues of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess which have not been deposited on account of any dispute are as under:-

DETAILS OF DISPUTED CASES -31.03.2012

Name of Statue Nature of dues Disputed Amount (Rs.)

Assam Vat Act Defective of Form C 626,218

Delhi Sales Tax Act Ex-Party Assessment 3,699,918 (Rejected export sales)

Delhi Sales Tax Act Tax difference on 156,330 medical product

Jammu Vat Act Rate of Entry Tax 455,343

Kerala Value Added Tax rate difference and 2,657,471 Tax Act price difference on minilab, roll film & camera



Name of Statue Period to which Forum where pending amount relates

Assam Vat Act 2003-04 Assam Revenue Board

Delhi Sales Tax Act 1992-93 Additional Commissioner Trade Tax, Delhi

Delhi Sales Tax Act 1993-94 and Deputy Commissioner Trade Tax, 2002-03 Delhi

Jammu Vat Act 2007-08 and Appellate Authority 2008-09

Kerala Value Added Tax Act 2005-06 Appellate Tribunal,Cochin



Name of Statue Nature of dues Disputed Amount (Rs.)

Kerala Value Penalty 15,862,442 Added Tax

Value Added Tax Tax rate difference 40,551

Kerala Value Tax rate difference 470,181 Added Tax

Kerala Value Tax rate difference 4,850 Added Tax

Rajasthan Sales Tax difference on 437,368 Tax Act medical product

U.P. Value Added Tax on disputed 33,918 Tax export sales

U.P. Value Added Tax on disputed 210,000 Tax export sales

U.P. Value Added Tax on disputed 334,619 Tax export sales



Name of Statue Period to which Forum where pending amount relates

Kerala Value Added Tax 2005-06 Intelligency Inspector Cochin

Value Added Tax 2007-08 Appellate Authority, Cochin

Kerala Value Added Tax 2008-09 Appellate Authority,Cochin

Kerala Value Added Tax 2010-11 Assistant Commissioner (Appeal), Cochin

Rajasthan Sales Tax Act 2000-01 to Appellate Tribunal, Ajmer 2002-03

U.P. Value Added Tax 2002-03 Deputy Commissioner, Gulaoathi

U.P. Value Added Tax 2010-11 Deputy Commissioner, Hapur

U.P. Value Added Tax 2007-08 Deputy Commissioner, Ghaziabad

(x) The company does not have any accumulated losses at the end of the financial year nor has incurred any cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) According to the information and explanations given to us the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the company is neither a chit fund nor nidhi / mutual benefit fund/society and hence clause (xiii) of the Order is not applicable to the company.

(xiv) Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records in respect of dealing or trading in shares, securities, debentures and other investments. We also report that the company has held the shares, securities, debentures and other investments in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

(xv) In our opinion except for a corporate guarantee of Rs 20.26 crores given to the Axis Bank Ltd on behalf of its Joint Venture Company, No other guarantee has been given by the company.

(xvi) The company has not availed any term loans during the year and hence clause (xvi) of the order is not applicable to the company.

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

(xviii)During the year 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.

(xix) According to the information and explanations given to us during the year the company had not issued any debentures.

(xx) According to the information and explanations given to us, during the year the company has not raised any money by public issue.

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

For B.K. SHROFF & CO

Chartered Accountants Firm Registration No: 302166E

(O.P.Shroff)

Place : New Delhi Partner

Dated : 30th August, 2012 Membership No.006329

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of JINDAL PHOTO LIMITED as at 31st March, 2011, and also the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These fi nancial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these fi nancial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 and the Companies (Auditor's Report) (Amendment) Order, 2004 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 specifi ed in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that :

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

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

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance sheet and the Profit & Loss Account and the Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) pf section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors and taken on record by the board of directors, we report that as on 31.03.2011 none of the directors is disqualifi ed on the said date from being appointed as a director in terms of clause (g) of sub section(1) of section 274 of the Companies Act, 1956.

(vi) 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 of 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 31st March, 2011.

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

(c) In the case of Cash Flow Statement of the cash fl ow for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) All the fi xed assets have been physically verifi ed by the management according to a regular programme which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verifi cation.

(c) During the year the company has not disposed off any substantial part of fi xed assets. Therefore, it has not affected the going concern concept of the company.

(ii) (a) Physical verifi cation of inventory (except material in transit) has been conducted by the management at reasonable intervals. In our opinion, the frequency of verifi cation is reasonable.

(b) The procedures of physical verifi cation of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory. Discrepancies noticed on verifi cation of inventory as compared to book records were not material.

(iii) In respect of the loans, secured or unsecured granted or taken by the company to / from companies, fi rms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a) The Company has given interest free loans to three subsidiaries, in respect of the said loans, the maximum amount outstanding at any time during the year was Rs.23,41,338 and the yearend balance is Rs.23,41,338.

b) In our opinion and according to the information and explanations given to us the terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company.

c) Except for loans of Rs.17,94,705 previous year (Rs.10,94,705) which have been considered doubtful of recovery and have been fully provided, the other principal amounts are repayable on demand and there is no repayment schedule.

d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise.

e) The Company has not taken any loan during year from companies, fi rms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, Consequently, the requirements of the Clauses, (iii) (f) and (iii) g or paragraph 4 of the Order are not applicable.

(iv) 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 the nature of its business for the purchase of inventory and fi xed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in internal control system.

(v) (a) According to the information and explana- tions given to us during the year there were no contracts or arrangements referred to in Section 301 of the Act that need to be en- tered into the register required to be main- tained under that section. (b) In our opinion and according to the information and explanations given to us, no transactions were made during the year in pursuance of such contracts or arrangements which exceeded the value of fi ve lakh rupees in respect of any party at prices which were unreasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant pro- visions of the Act.

(vii) In our opinion, the company has an adequate Internal audit system commensurate with the size and the nature of its business.

(viii) The maintenance of cost records has not been prescribed by the Central Government u/s 209 (1)(d) of the Companies Act, 1956 in respect of the company's products.

(ix) (a) The company is generally regular in deposit- ing with the appropriate authorities undis- puted statutory dues including provident fund, employees state insurance investor education and protection fund, income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess and other statu- tory dues applicable to it.

(b) According to the information and explana- tions given to us, no undisputed amount payable in respect of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31.3.2011 for a period of more than six months from the date they became payable.

(c) According to the information and explana- tions given to us, dues of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess which have not been deposited on account of any dispute are as under:-

DETAILS OF DISPUTED CASES - 31.03.2011_

Name of Statue Nature of dues Amount Period to which Forum where pending (Rs.) amount relates

Assam Vat Act Defective of Form C 626218 2003-04 Assam Revenue Board

Delhi Sales Tax Act Ex-Party Assessment 3,699,918 1992-93 Additional Commissioner (Rejected export sales) Trade Tax, Delhi

Delhi Sales Tax Act Tax difference on medical 276330 1993-94 and Deputy Commiss -ioner Trade product 2002-03 Tax, Delhi

Jammu Vat Act Rate of Entry Tax 455343 2007-08 and Appellate Authority 2008-09

Kerala Value Added Tax Tax rate difference 2657471 2005-06 Appellate Tribunal , Cochin Act and price difference on minilab, roll film & camera

Kerala Value Added Tax Tax rate difference 2,111,808 2004-05 Appellate Tribunal , Cochin Act minilab,

Kerala Value Added Tax Penalty 15882442 2005-06 Intelligency Inspector Cochin

Kerala Value Added Tax Tax rate difference 40551 2007-08 Appellate Autho -rity, Cochin

Kerala Value Added Tax Tax rate difference 470181 2008-09 Appellate Autho -rity, Cochin

Maharashtra Vat Act Seizure of forms 19201857 2003-04 and Joint Commiss -ioner Appeal, 2004-05 Ahmedabad

Rajasthan Sales Tax Act Tax difference on medical 932008 2000-01 to Appellate Trib -unal, Ajmer product 2002-03

(x) The company does not have any accumulated losses at the end of the fi nancial year nor has it incurred any cash loss during the fi nancial year covered by our audit and in the immediately preceding fi nancial year.

(xi) In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a fi nancial institution or bank or debenture holders.

(xii) According to the information and explanations given to us the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the company is neither a chit fund nor nidhi / mutual benefit fund/society and hence clause (xiii) of the Order is not applicable to the company.

(xiv) Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records in respect of dealing or trading in shares, securities, debentures and other investments. We also report that the company has held the shares, securities, debentures and other investments in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

(xv) In our opinion except for a corporate guarantee of Rs 20.26 crores given to the Axis Bank Ltd on behalf of its Joint Venture Company, the company has not given guarantee for loans taken by others from banks or fi nancial institutions.

(xvi) The company has not availed any term loans during the year.

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

(xviii) During the year 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.

(xix) According to the information and explanations given to us during the year the company had not issued any debentures.

(xx) According to the information and explanations given to us, during the year the company has not raised any money by public issue.

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

For B.K. SHROFF & CO

Chartered Accountants Firm Registration No: 302166E

Anil Gupta

Place : New Delhi Partner

Dated : 25th August, 2011 Membership No.80074

---

Mar 31, 2010

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

2 We have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 out audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 and the Companies (Auditors Report) (Amendment) Order, 2004 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 paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that :

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

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

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance sheet and the Profit & Loss Account and the Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) pf section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors and taken on record by the board of directors, we report that as on 31.03.2010 none of the directors is disqualified on the said date from being appointed as a director in terms of clause (g) of sub section(1) of section 274 of the Companies Act, 1956.

(vi) 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 of 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 31st March, 2010.

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

(c) In the case of Cash Flow Statement of the cash flow for the year ended on that date. ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) All the fixed assets have been physically verified by the management according to a regular programme which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

During the year the company has not disposed off any substantial part of fixed assets. Therefore, it has not affected the going concern concept of the company.

(ii) (a) Physical verification of inventory (except material in transit and lying with third parties) has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business. (c) The company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material.

(iii) In our opinion and according to the explanations given to us, the company has not taken or granted loans, secured or unsecured from/to companies, firms or other parties covered in the register maintained under section 301 of the Act.

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

(v) (a) According to the information and explanations given to us during the year there were no contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, no transactions were made during the year in pursuance of such contracts or arrangements which exceeded the value of five lakh rupees in respect of any party at prices which were unreasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Act.

(vii) In our opinion, the company has an adequate Internal Audit System commensurate with the size and the nature of its business.

(viii)The maintenance of cost records has not been prescribed by the Central Government u/s 209 (1) (d) of the Companies Act, 1956 in respect of the companys products.

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

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31.3.2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, dues of income tax, sales tax, service tax, wealth tax, custom duty, excise duty and cess which have not been deposited on account of any dispute are as under:-

DETAILS OF DISPUTED CASES -31.03.2010

Name of Statute Nature of dues Amount

(Rs.)

Delhi Sales Tax Act Ex-Party Assessment 3,699,918

(Rejected Export Sales)

Delhi Sales Tax Act Sales Tax Difference on 276330

Medical Product

Rajasthan Sales Tax Act Sales Tax Difference on 912138

Medical Product

Kerala Value Added Tax Tax rate difference and 25142203

Act price difference on

minilab,roll film & Camera

Kerala Value Added Tax Tax rate difference 2,111,808

Act minilab,

Name of Statute Period to which Forum where pending amount relates

1992-93 Additional Commissioner

Sales Tax, Delhi

1993-94 and Deputy Commissioner Sales 2002-03 Tax, Delhi

2000-01 and Deputy Commissioner 2004-05 Appeals(Commercial), Jaipur

2005-06 Deputy Commissioner

Appeals VAT, Cochin

2004-05 Appellate Tribunal,

Ernakulam



DETAILS OF DISPUTED CASES -31.03.2010

Name of Statute Nature of dues Amount

(Rs.)

Ahmedabad Sales Tax Tax Difference On Roll 21138264

Film

Jindal Nagar VAT Photographic paper liable 5605380

to Tax instead of Entry Tax

Jindal Nagar VAT Rerfund of Entry TAX 13055280

Guwahati VAT Defective of Form C 626218

Name of Statute Period to which Forum where pending amount relates

1996-2002 Tribunal Ahmedabad

2001-02 Local Revision-Deptt.

Commissioner Trade Tax Lucknow

2003-04 Addl. Commissioner Appeal

2006-07 Commissioner of Tax

(x) The company does not have any accumulated losses at the end of the financial year nor has it incurred any cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) According to the information and explanations given to us the company has not granted any loan and advance on the basis of security by way of pledge of shares debentures and other securities.

(xiii) In our opinion the company is neither a chit fund nor nidhi / mutual benefit find/society and hence clause (xiii) of the Order is not applicable to the company.

(xiv) Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records in respect of dealing or trading in shares, securities, debentures and other investments. We also report that the company has held the shares, securities, debentures and other investments in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

(xv) In our opinion except for a corporate guarantee of Rs 20.26 crores given to the Axis Bank Ltd on behalf of its Joint Venture Company, the company has not given guarantee for loans taken by others from banks or financial institutions.

The company has not availed any term loans during the year.

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

(xviii) During the year 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.

(xix) According to the information and explanations given to us during the year the company had not issued any debentures.

(xx) According to the information and explanations given to us, during the year the company has not raised any money by public issue.

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

For B.K. SHROFF & CO

Chartered Accountants

Firm Registration No: 302166E

Anil Gupta

Place : New Delhi Partner

Dated : 3rd September, 2010 Membership No.80074