Auditor Report of Kaycee Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of KAYCEE INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and loss and the cash flow statement for the year then ended, 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 and presentation of these standalone financial statements that give a true and fair view of the financial position and financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditors' Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date and

(c) its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

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

i. there is no pending litigation as on 31 March 2015 and therefore the Company has not made any disclosure in this regard in its financial statements;

ii. the Company did not have any long-term contracts including derivatives contracts and therefore no provision is required to be made in this regard;

iii. there is no amount of due which is required to be transferred to Investor Education and Protection Fund.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone

financial statements for the year ended 31 March 2015, we report that:

1. In respect of its fixed assets:

a) The Company is in the process of updating records showing full particulars, including quantitative details and situation, of its 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.

2. a) The inventory has been physically verified by the respective Management of the Company and subsidiary Company during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the Management of the Company are reasonable and adequate in relation to the size of the aforesaid Company and the nature of their business.

c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of inventory of the aforesaid Company as compared to the respective book records.

3. The Company has not granted any loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013, and hence clause 3(iii) of the Companies (Auditor's Report) Order 2015 is not applicable to the company.

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

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

6. As informed to us, the maintenance of Cost Records has not been prescribed by Central Government under Section 148 of the Act for any of the goods sold or services rendered by the Company for the for the accounting year ended on 31st March 2015.

7. In respect of statutory dues:

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

b. The disputed statutory dues aggregating to Rs 3.96 lacs (P.Y. Rs 3.96 lacs) have not been deposited on account of matters pending before appropriate authorities are as under:

Name of the Nature of Year Forum where Amount (Rs Statute the dues dispute is pending in lacs)

The Central Excise 2007-08 Superintendant of 3.96 Excise Act 1944 Excise

c. According to the information and explanations given to us, there is no amount of due which is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. The company has no accumulated losses as at 31st March, 2015 and it has incurred cash loss during the current financial year and has not incurred cash loss in the immediately preceding financial year.

9. Based on our audit procedures and according to the records, information and explanation given to us by the Company, there is no default in repayment of dues to financial institutions or banks. The Company has not issued any debentures and therefore question of default in repayment of dues to debenture holders does not arise.

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

11. The Company has not raised any term loan.

12. On the basis of examination of books of accounts and other records of the Company, we have not come across any fraud on or by the Company, noticed or reported during the course of our audit, nor have we been informed of such case by the Management.

For N. D. KAPUR & CO. Chartered Accountants Firm's Registration No: 001196N

Sd/- S. K. AGRAWAL Partner Membership No. 13968 Mumbai Dated: May 30, 2015

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Mar 31, 2014

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

Management''s Responsibility For The Financial Statements

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

Auditors'' Responsibility

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

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report On Other Legal And Regulatory Requirements

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

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

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

Annexure 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 is in the process of updating 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) During the year, the company has not disposed off any substantial part of its fixed assets. Therefore, it has not affected the going concem concept of the company.

ii. (a) Physical verification of inventory 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. As explained to us, no material discrepancy was noticed on physical verification of inventory as compared to the book records.

iii. (a) The company has not granted loan to any party covered in the register maintained under section 301 of the Act and as such clauses (iii)(a), (iii)(b), (iii)(c) and (iii)(d) of the Order are not applicable to the company.

(b The company has taken loan from one firm covered in the register maintained under section 301 of the Act. Number of parties is one and the amount involved is Rs. 20,00,000/-.

(c) The rate of interest and other terms and conditions of loans taken by the company, are prima facie not prejudicial to the interest of the company.

(d) There is no stipulation about payment of the principal amount. Payments of interest are regular.

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.

Transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956:

(a) Based upon the audit procedure applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under the section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5.00 lac in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

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

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

viii. We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such accounts and records.

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

(b) The disputed statutory dues aggregating to Rs 3.96 lacs (P.Y. Rs 3.96 lacs) have not been deposited on account of matters pending before appropriate authorities are as under:

Name of the Nature of Year Forum where Amount Statute the dues dispute is (Rs. in lacs) pending

The Central Excise 2007-08 Superintendant 3.96 Excise Act of Excise 1944

x. The company has no accumulated losses as at 31st March, 2014. The company has not incurred any cash loss during the 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.

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, considering the nature of activities carried on by the Company during the year, 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. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause (xiv) of the order is not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the company has not given guarantee for loans taken by others from banks or financial institutions.

xvi. The company has not raised any term loans.

xvii. According to the information and explanations given to us and on overall examination of Balance Sheet of the company, we are of the opinion that the Company has utilised Rs. 32.43 lacs (P.Y. Rs 129.14 lacs) from internal accruals towards acquisition of fixed assets. No funds raised on short-term basis have been used for long term investment.

xviii. According the information and explanations given to us, the company has made preferential allotment of 10,000 equity shares to one company covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

xix. According the information and explanations given to us, the company has not issued debentures during the year.

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

xxi. According 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 N. D. KAPUR & CO. Chartered Accountants Firm''s Registration No: 001196N

S. K. AGRAWAL Mumbai Partner Dated : 30TH May, 2014 M. No. 13968

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Mar 31, 2012

We have audited the attached Balance Sheet of Kaycee Industries Limited ("the Company") as at 31st March 2012, the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto (together referred to as the "financial statements"). 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.

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

2. As required by the Companies (Auditor's Report) Order 2003, [ as amended by Companies (Auditor's Report) (Amendment) Order, 2004 ] (together the 'Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act") and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extend applicable to the Company.

3. Further to our comments in the annexure referred to in paragraph 2 above, we report that:

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

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

c) The Balance Sheet, statement of Profit and Loss and Cash Flow statement dealt with by this report are in agreement with the books of account,

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

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

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

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

ii) In the case of statement of Profit and Loss, of the profit for the year ended on that date; and

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

Annexure referred to in paragraph 2 of Auditors' Report of even date to the members of

Kavcee Industries Limited on the Financial Statements for the year ended 31st March ,2012

1. In respect of its fixed assets:

a) The Company is in the process of updating records showing full particulars, including quantitative details and situation, of its fixed assets. As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable, having regards to the size of the Company and nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such physical verification.

b) The fixed assets, which were disposed off during the year is under the scheme of Arrangement between Kaycee Industries Limited and RDJ Constructions Pvt. Ltd. wholly owned subsidiary of Kaycee Industries Limited as per the court order dated 17th June, 2011 do not form substantial part of the fixed assets owned by the company.

c) In our opinion and according to the information and explanations given to us, the Company has not disposed off any substantial part of fixed assets during the year to affect its going concern.

2. In respect of its inventories:

a) As explained to us, inventories have been physically verified by the management at regular intervals during the year, in our opinion the frequency of verification is reasonable, except stocks lying with third parties for which no confirmation have been obtained in respect of such inventory.

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

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

3. The Company has not granted any loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under section 301 of the companies act, 1956, (except trade advances ) and hence clause 4 (3) (a) to (g) of the Companies (Auditor's Report) order 2003, are not applicable to the company.

4. The Company has not taken unsecured loans, from companies, firm or other parties covered in the register maintained under section 301 of the companies act, 1956 and hence clause 4 (3) (a) to (g) of the companies (Auditor's Report) order 2003, are not applicable to the company.

5. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and also for the sale of goods. Further, on the basis of our examination of the books and records of the company, and according to the information and explanation given to us, we neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

6. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1946 aggregating to Rs.5,00,000/- (Rupees Five Lacs only) or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7. The Company has an internal audit system, which is in commensurate with its size and nature of its business.

8. As informed to us, the maintenance of Cost Records has not been prescribed by Central Government under Section 209 (1) (d) of the Companies Act, 1956 for any of the products manufactured by the company.

9. In respect of statutory dues:

a. According to the records of the company as produced before us and in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues in respect of Provident Fund, Pension Fund, Employees' State Insurance, Income-Tax, Customs Duty, MLW Fund, Sales Tax, Profession Tax, Excise Duty, Cess, Service Tax and other statutory dues have generally been regularly deposited by the Company during the year with the appropriate authorities in India. According to the information and explanations given to us, no undisputed amounts payables in respect of the aforesaid dues were outstanding as at 31st March 2012 for a period of more than six months from the date of becoming payable.

b. The disputed'statutory dues aggregating to Rs 3.96 lacs (RY. Rs 16.84 lacs) have not ' been deposited on account of matters pending before appropriate authorities are as under:

Name of the Nature of the Year Forum where dispute Amount Statute Dues is pending (Rs in Lacs)

Central Excise Excise 2007-08 Superintendent of Excise 3.96

10. The company does not have accumulated losses as at 31st March, 2012 and has not incurred any cash losses either during the current financial year or in the immediately preceding financial year.

11. Based on our audit procedures and according to the records, information and explanation given to us, by the Company there is no default in repayment of dues to financial institutions, banks.

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

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

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

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institutions during the year.

16. The Company has not raised any term loans.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has utilised Rs. 38.95 (P.Y. Rs 26.03 lacs) from internal accruals towards acquisition of fixed assets No funds raised on short-term basis have been used for long term investment.

18. 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 Act.

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

20. The Company has not issued any debentures.

21. On the basis of examination of books of accounts and other records of the Company, we have not come across any fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For N. D. KAPUR & CO.

Chartered Accountants

Firm's Registration No: 001196N

Mumbai S. K. AGRAWAL

Dated: : 29th August 2012 Partner

M.No. 13968

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Mar 31, 2011

We have audited the attached Balance Sheet of Kaycee Industries Limited ("the Company") as at 31st March 2011, the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto (together referred to as the "financial statements"). 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.

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

2. As required by the Companies (Auditor's Report) Order 2003, [ as amended by Companies (Auditor's Report) (Amendment) Order, 2004 ] (together the 'Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act") and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extend applicable to the Company.

3. Further to our comments in the annexure referred to in paragraph 2 above, we report that :

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

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

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

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

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

4. In our opinion, and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act, and also give a true and fair view, in conformity with the accounting principles generally accepted in India,

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31 ST March, 2011,

ii) In so far as it relates to the Profit and Loss Account, of the profit of the company for the year ended on that date, and

iii) In so far as it relates to the Cash Flow Statement of the cash flows of the company for the ^ year ended on that date.

Annexure referred to in paragraph 2 of Auditors' Report of even date to the members of Kaycee Industries Limited on the Financial Statements for the year ended 31st March .2011

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantita- tive details and situation, of its fixed assets. As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical man- ner, which in our opinion is reasonable, having regards to the size of the Company and nature of its assets. According to the information and explanation given to us, discrepan- cies noticed on physical verification have been adjusted in the books of account.

b) The fixed assets, which were disposed off during the year, do not form substantial part of the fixed assets owned by the company.

c) In our opinion, the Company has not disposed off any substantial part of fixed assets during the year to affect its going concern.

2. In respect of its inventories:

a) As explained to us, inventories have been physically verified by the management at regu- lar intervals during the year, in our opinion the frequency of verification is reasonable, except stocks lying with third parties for which no confirmation have been obtained in respect of such inventory.

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

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

3. The Company has not granted any loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under section 301 of the companies act, 1956, (ex- cept trade advances ) and hence clause 4 (3) (a) to (g) of the Companies (Auditor's Report) order 2003, are not applicable to the company.

4. The Company has not taken unsecured loans, from companies, firm or other parties covered in the register maintained under section 301 of the companies act, 1956 and hence clause 4 (3) (a) to (g) of the companies (auditor's Report) order 2003, are not applicable to the company.

5. In our opinion and according to the information and explanations given to us, there is an ad- equate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and also for the sale of goods. Further, on the basis of our examination of the books and records of the company, and accord- ing to the information and explanation given to us, we neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

6. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transac- tions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transac- tions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1946 aggregating to Rs. 5, 00,000/- (Rupees Five Lacs only) or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7. The Company has an internal audit system, which required to be strengthen to com- mensurate with its size and nature of its business.

8. As informed to us, the maintenance of Cost Records has not been prescribed by Central Gov- ernment under Section 209 (1) (d) of the Companies Act, 1956 for any of the products manufac- tured by the company.

9. In respect of statutory dues:

a. According to the books and records as produced before us and in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess, Service Tax and other statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India, except TDS payments where delay is observed. According to the information and explanations given to us, no undisputed amounts payables in respect of the aforesaid dues were outstanding as at 31st March 2011 for a period of more than six months from the date of becoming payable

b. The disputed statutory dues aggregating to Rs 16.84 lacs (P.Y. Rs 16.84 lacs) have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. Name of the Nature of the Year Forum where dispute No. Statute Dues is pending

1 Central Sales Tax Sales Tax 2000-01 Appellate Tribunal

2 Central Excise Excise 2007-08 Supretend of Excise

Name of the Amount Statute (Rs in Lacs)

Central Sales Tax 12.88

Central Excise 3.96

10. The company does not have accumulated losses as at 31st March, 2011 and has not incurred any cash losses either during the current financial year or in the immediately preceding finan- cial year.

11. Based on our audit procedures and according to the records, information and explanation given to us, by the Company there is no default in repayment of dues to financial institutions, banks. In our opinion and according to the information and explanation given to us, no loans and ad- vances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

According to the information and explanations given to us and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institutions during the year.

15. The Company has not raised any term loans.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has utilised Rs. 26.03 lacs (RY. Rs 66.17 lacs) from internal accruals and right issue funds towards acquisition of fixed assets and extension of building. No funds raised on short-term basis have been used for long term investment.

17. 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 Act.

18. The Company has not issued any debentures.

19. We have verified the end use of money raised by public issue from the draft prospectus filed with SEBI, the offer document and as disclosed in the notes to accounts.

20. On the basis of examination of books of accounts and other records of the Company, we have not come across any fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For N. D. KAPUR & CO. Chartered Accountants Firm's Registration No: 001196N

S.K.AGRAWAL Partner M. No. 13968

Mumbai Dated: 30TH August2011

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Mar 31, 2010

We have audited the attached Balance Sheet of Kaycee Industries Limited ("the Company") as at 31st March 2010, the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto (together referred to as the "financial statements"). 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.

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

2. As required by the Companies (Auditors Report) Order 2003, [ as amended by Companies ( Auditors Report) ( Amendment) Order, 2004 ] (together the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act")and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extend applicable to the Company.

3. Further to our comments in the annexure referred to in paragraph 2 above, we report that:

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

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

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

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

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

4 In our opinion, and to the best of our information and according to the

explanations given to us, the said financial statements together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act, and also give a true and fair view, in conformity with the accounting principles generally accepted in India,

i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31ST March, 2010,

ii) In so far as it relates to the Profit and Loss Account, of the profit of the company for the year ended on that date, and

iii) In so far as it relates to the Cash Flow Statement of the cash flows of the company for the year ended on that date.

Annexure referred to in paragraph 2 of Auditors Report of even date to the members of Kavcee Industries Limited on the Financial Statements for the year ended 31st March ,2010

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of its fixed assets. As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable, having regards to the size of the Company and nature of its assets. According to the information and explanation given to us, discrepancies noticed on physical verification have been adjusted in the books of account.

b) The fixed assets, which were disposed off during the year, do not form substantial part of the fixed assets owned by the company.

c) In our opinion, the Company has not disposed off any substantial part of fixed assets during the year to affect its going concern.

2. In respect of its inventories:

a) As explained to us, inventories have been physically verified by the management at regular intervals during the year, in our opinion the frequency of verification is reasonable, except stocks lying with third parties for which no confirmation have been obtained in respect of such inventory.

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

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

3. The Company has not granted any loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under section 301 of the companies act, 1956 and hence clause 4 (3) (a) to (g) of the Companies (Auditors Report) order 2003, are not applicable to the company.

4. The Company has not taken unsecured loans, from companies, firm or other parties covered in the register maintained under section 301 of the companies act, 1956 and hence clause 4 (3) (a) to (g) of the companies (auditors Report) order 2003, are not applicable to the company.

5. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and also for the sale of goods. Further, on the basis of our examination of the books and records of the company, and according to the information and explanation given to us, we neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

6. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1946 aggregating to Rs. 5, 00,000/- (Rupees Five Lacs only) or more in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system, which requires to be further strengthened to commensurate with the size and nature of its business and to increase scope and periodicity of the same.

8. As informed to us, the maintenance of Cost Records has not been prescribed by Central Government under Section 209 (1) (d) of the Companies Act, 1956 for any of the products manufactured by the company.

9. In respect of statutory dues:

a. According to the books and records as produced before us and in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Wealth Tax, Customs Duty, Excise Duty, Cess, Service Tax and other statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authoritiesvin India, except TDS payments where delay is observed. According to the information and explanations given to us, no undisputed amounts payables in respect of the aforesaid dues were outstanding as at 31st March 2010 for a period of more than six months from the date of becoming payable

b. The disputed statutory dues aggregating to Rs 16.84 lacs (P.Y. Rs 16.84 lacs) have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. No.Name of the Nature of the Year Forum where dispute Amount Statute Dues is pending (Rs in Lacs

1 Central Sales Tax Sales Tax 2000-01 Appellate Tribunal 12.88

2 Central Excise Excise 2007-08 Supretend of Excise 3.96

10. The company does not have accumulated losses as at 31st March, 2010 and has not incurred any cash losses either during the current financial year or in the immediately preceding financial year.

11. Based on our audit procedures and according to the records, information and explanation given to us, by the Company there is no default in repayment of dues to financial institutions, banks. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

According to the information and explanations given to us and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institutions during the year.

15. The Company has not raised any term loans.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has utilised Rs. 66.17 lacs (P.Y. Rs 116.90 lacs) from internal accruals and right issue funds towards acquisition of fixed assets and extension of building. No funds raised on short-term basis have been used for long term investment.

17. 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 Act.

18. The Company has not issued any debentures.

19. We have verified the end use of money raised by public issue from the draft prospectus filed with SEBI, the offer document and as disclosed in the notes to accounts.

20. On the basis of examination of books of accounts and other records of the Company, we have not come across any fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Manaaement.

For N. D. KAPUR & CO. Chartered Accountants

Firms Registration No: 001196N



S. K. AGRAWAL Partner M.No.13968

Mumbai

Dated : 30th August 2010

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Mar 31, 2003

We have audited the attached Balance Sheet of Kaycee Industries Limited as at 31st March,2003 and also the annexed Profit & Loss Account of the Company 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.

1. We conducted our audit in accordance with the 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 from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Manufacturing and other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act 1956, we annex here to a statement on the matters specified in paragraph 4 and 5 of the said order.

3. Further to our comments in the annexure referred to in paragraph 1 above, we state that:

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

b) In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our Examination of the Books of the Company.

c) The Balance Sheet and Profit & Loss account dealt with by the report are in agreement with the Books of Accounts of the Company.

d) In our opinion, the Profit and Loss Account and the Balance sheet comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except (i) the non provision of retirement benefits, amount unascertained, as per Accounting Standard 15 issued by the Institute of Chartered Accountants of India.

e) Based on representation made by all the Directors of the Company and according to the information and explanation as made available , Directors of the company do not prima facie have any disqualification as referred to in clause (g) of sub- section 1 of section 274 of the Act.

f) In our Opinion and to the best of our information and according to the explanations given to us and as shown by the books of the company read with accounting policies followed and other notes and (i)Note No. 20 concerning non provision of encashment of earned leave of the employees, amount of which has not been calculated (ii) Note No. 23 regarding Unascertainability of realisation value of material in process costing Rs. 51.53 lacs lying with company for more than two years thereon, give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view .

(i) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March,2003

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

Annexure To the Audit Report

prices which are reasonable having regard to prevailing market price for such goods and materials or prices at which transactions for similar goods have been made with other parties and are entered in the register maintained under Section 301 of the Companies Act, 1956.

(xi) As explained to us, the Company has regular procedure for the determination of unserviceable or damaged stores and raw materials and necessary adjustments for the loss has been made in the accounts.

(xii) In our opinion and according to the information and explanations given to us, . Company has complied with the Provisions of Section 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public.

(xiii) In our opinion reasonable records have been maintained by the company for the sale and disposal of scrap. The Company has no by-Products.

(xiv) In our opinion the Company has an internal audit system commensurate with its size and nature of business, however it requires further strengthening.

(xv) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company.

(xvi) According to the records of the Company Provident fund dues and Employees State Insurance dues have been regularly deposited with the appropriate authorities.

(xvii)In respect of trading activity of the Company there were no damaged goods.

(xviii) According to the information and explanation given to us, there were no undisputed amounts payable in respect of Income-tax, Sales tax, Customs Duty, and Excise duty were outstanding as at 31st March 2003 for a period of more than six months from the date they became payable.

(xix) According to the information and explanations given to us no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with the generally accepted business practices.

(xx) The Company is not a sick industrial Company within the meaning of clause (o) of subsection (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For N.D.KAPUR & CO., Chartered Accountants

RAVINDER KAPUR Partner

MUMBAI DATED : 31st JULY, 2003