Auditor Report of Krypton Industries Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Krypton Industries Limited (referred to as "The Company"), which comprise the Balance Sheet as at 31st March , 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the Significant Accounting Policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. 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 presentation 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 (Account) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness 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

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. 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.

5. 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.

6. 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 the 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 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.

7. 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

8. 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, its profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order, 2015 (herein referred to as "the Order") issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, and on the basis of such checking of the books and records of the Company 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 3 and 4 of the Order.

10. 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 appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flows, 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 Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of Written Representation received from the Directors as on 31st March, 2015, taken on record by the Board of Directors, none of the Directors are disqualified as on March 31st, 2015, from being appointed as a Director in terms of Section 164(2) of the Act.

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

i) The Company has disclosed the impact of pending litigations as on March 31, 2015 on its financial position in its financial statements.

ii) The Company has made provision as at March 31, 2015, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii) There has been no delay in transferring amounts, which was required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 9 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

(i) In respect of its fixed assets:

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

(b) As per Company's policy, verification of fixed assets is being conducted in a phased programme by the management designed to cover all assets over a period of five years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. The verification of assets due as per this programme has been carried out. No material discrepancies were noticed on such physical verification.

(ii) In respect of its inventories:

(a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

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

(iii) The Company has granted Unsecured Loans to 2 parties (including 1 Company) covered in the register maintained under Section 189 of the Act:

(a) In respect of the aforesaid loans, the parties are repaying the Principal Amounts, as stipulated, and are also regular in payment of interest as applicable.

(b) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

(iv) 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 with regard to purchases of inventories & fixed assets and with regard to the sale of goods & services. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of Paragraph 3 of the Order are not applicable.

(vi) We have broadly reviewed the cost records maintained by the Company as prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) In respect of Statutory Dues:

(a) As explained to us, the statutory dues payable by the Company comprises of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Custom Duty, Excise Duty, Value Added Tax, etc. According to the records of the Company and information and explanations given to us, the Company has been regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March, 2015 outstanding for a period of more than six months from the date they become payable.

b) According to the records of the Company and information and explanations given to us, there are dues of Income Tax aggregating Rs. 2849690/- and Sales Tax aggregating Rs. 5014928.60/-, which have not been deposited on account of disputes, the details of which are set out below. We have been informed that there are no further dues in respect of income tax, sales tax and custom duty which have not been deposited on account of any dispute.

Nature of Demand Amount of Amount Deposited Demand/Dispute

I. Income Tax Disallowance of claim - (For The Company) U/S 80 HHC

II. Income Tax Rs. 14, 33,509/- - (For The Company)

III. Income Tax Rs. 5, 23,839/- Rs. 4, 00,000/- (For EWPL now Merged with the Company)

IV Income Tax Rs. 12,92,342/- - (For EWPL now Merged with the Company)

V Sales Tax & VAT Rs. 43,56,213/- Rs.38,300/- (For The Company)

VI. Sales Tax & VAT Rs. 6,97,015.60/- - (For The Company)



Nature of Demand Forum where dispute is pending

I. Income Tax Appeal U/s 250 for (For The Company) Assessment Year 2002-03 Before Appellate Tribunal.

II. Income Tax Appeal u/s 246A for (For The Company) Assessment Year 2012-13 Before CIT (Appeals)

III. Income Tax Appeal u/s 250 for (For EWPL now Assessment Year 2007-08 Merged with the Before Appellate Tribunal. Company)

IV Income Tax Appeal u/s 250 for (For EWPL now Assessment Year 2008-09 Merged with the Before Appellate Tribunal. Company)

V Sales Tax & VAT Appeal with Joint Commissioner (For The Company) for the Financial Year 2010-2011

VI. Sales Tax & VAT Appeal with Joint Commissioner (For The Company) for the Financial Year 2010-2011

(c) The Company has transferred Rs. 757434/- to the Investor Education and Protection Fund in accordance with Section 205C and other relevant provisions of the Companies Act, 1956, and rules made thereunder within the prescribed time limit.

(viii) The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and there is no cash loss in the immediately preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to banks. The Company has not issued any debentures.

(x) The company has not given any guarantee for loans taken by others, therefore the provisions of Clause (xi) of Paragraph 3 of the Order are not applicable.

(xi) In our opinion, the Term Loan has been applied for the purpose for which they were obtained.

(xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no material fraud on or by the Company has been noticed or reported during the course of our audit during the year.

For JAGDISH AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No.320253E

Place: Kolkata. J.P.AGARWAL Dated: The 30th Day of May, 2015 PARTNER Membership No.055436

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Mar 31, 2014

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

Management''s Responsibility for the 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") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in term of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) 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 the 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 theamounts 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 the 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 the 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.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

(i) In respect of its fixed assets:


(b) As per Company''s policy, verification of fixed assets is being conducted in a phased programme by the management designed to cover all assets over a period of five years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. The verification of assets due as per this programme has been carried out. No material discrepancies were noticed on such physical verification.

(c) In our Opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern assumption of the company is not affected.

(ii) In respect of its inventories:

(a) During the year, the inventories have been physically verified by the management.In our opinion,the frequency of verification is reasonable.

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

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

(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 not granted any loan during the year to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii) (b), (iii) (c) and (iii) (d) of paragraph 4 of the Order are not applicable.

(e) The company has taken unsecured loan from relative of the Chief Executive Officer covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year ended balance of loan from such party was " 6468.30 (in ’000) [P. Y. Rs. 6468.30 (in ’000)]

(f) In our opinion the rate of interest and other terms and conditions on which the unsecured loan has been taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest to the Company.

(g) The payment of principal amounts and interest in respect of such loans during the year has been regular/as per stipulation.

(iv) 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 with regard to purchases of inventories, fixed assets and with regard to the sale of goods & services. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

(v) (a) Based on the Audit Procedure applied by us and according to information and explanations given to us, 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 information and explanation given to us, the transactions made in pursuance of such contracts have been made at prices which are reasonable having regard to prevailing market prices at the relevant time and the exceeding the value of " 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of Paragraph 4 of the Order are not applicable.

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

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

(ix) In respect of Statutory Dues:

(a) As explained to us, the statutory dues payable by the Company comprises of provident fund, employees'' state insurance, income tax, sales tax, custom duty, excise duty, cess and etc. According to the records of the Company and information and explanations given to us, the Company has been regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March, 2014 outstanding for a period of more than six months from the date they become payable.

(b) According to the records of the Company and information and explanations given to us, there are dues of income - tax aggregating " 95,42,775.60/-, which have not been deposited on account of disputes, the details of which are set out below. We have been informed that there are no further dues in respect of income tax, sales tax and custom duty which have not been deposited on account of any dispute.

Nature of Amount of Amount Deposited Forum where dispute Demand Demand/Dispute is pending

I. Income Disallowance - Appeal U/s 250 for Tax of claim Assessment Year U/S 80 HHC 2002-03 Before Appelate Tribunal.

II. Income Tax (For The Company) 14, 58,561/- 2, 50,000/- Appeal u/s 250 for (For The Assessment Year Company> 2003-04 Before Appellate Tribunal.

III. Income 30, 94,600/- 19, 19,086/- Appeal u/s 246 A(1) Assessment Year 2005-06 Before Appellate Tribunal.

IV. Income 7, 27,591/- – Appeal u/s 250 for tax Assessment Year (For The 2004-05 Company> Before Appellate Tribunal.

V. Income Tax 5, 23,839/- 4, 00,000/- Appeal u/s 250 for (For EWPL now Assessment Year Merged with 2007-08 the Company> Before Appellate Tribunal.

VI. Income 12,92,342/- – Appeal u/s 250 for tax (For EWPL Assessment Year now Merged 2008-09 with the Before Appellate Company> Tribunal.

VII. Sales 43,56,213/- 38300/- Appeal with Joint Tax & Vat Commissioner for the (For the Financial Year Company) 2010-2011

VIII. Sales 6,97,015.60/- – Appeal with Joint Tax & Vat Commissioner for the (For The Financial Year Company) 2010-2011

(x) The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and there is no cash loss in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management,we are of the opinion that, the Company has not defaulted in repayment of dues to banks. The Company has not issued any debentures.

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

(xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society. Therefore, the provisions of paragraph 4(xiii) of the Order are not applicable to the Company.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) As the company has no subsidiaries, therefore the provision of paragraph 4(xv) of the Order is not applicable.

(xvi) In our opinion, the Term Loan, have been applied for the purpose for which they were obtained.

(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 - terms basis have been used for long - term investment except permanent working capital.

(xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4(xviii) of the Order is not applicable.

(xix) As the Company has not issued any debentures, paragraph 4(xix) of the Order is not applicable.

(xx) The company has not raised any monies by way of public issue during the year, therefore the provision of paragraph 4(xx) of the Order is not applicable.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that, no material fraud on or by the Company has been noticed or reported during the course of our audit during the year.

Place:Kolkata. Dated:The 30th Day For JAGDISH AGARWAL & ASSOCIATES of May, 2014 CHARTERED ACCOUNTANTS Firm Registration No.320253E

J.P.AGARWAL PARTNER Membership No.055436

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Mar 31, 2012

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

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial 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 as amended by Companies (Auditor's reports) (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, 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 in paragraph 3 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 purposes 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 dealt with by this report 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 as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said 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;

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 statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in paragraph '3' of our Report of even date on the accounts of

KRYPTON INDUSTRIES LIMITED as at and for the year ended 31st March, 2012.

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

(b) As per Company's policy, verification of fixed assets is being conducted in a phased programme by the management designed to cover all assets over a period of five years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. The verification of assets due as per this programme has been carried out. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) The Company has not disposed off a substantial part of its fixed assets during the year and the going concern assumption of the company is not affected.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable. ..

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

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

(iii) (a) The Company has granted unsecured loan to its subsidiary company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was ' 2570.12 (in'000) and the year ended balance of loan granted to such party was ' Nil (in'000).

(b) In our opinion the rate of interest and other terms & conditions on which loan has been taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

(c) The receipt of principal amounts and interest during the year has been regular/as per stipulation.

(d) The Company had not taken unsecured loan from subsidiary company covered in the register maintained under section 301 of the Companies Act, 1956.

(e) In our opinion the rate of interest and other terms & conditions on which loan has been taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest to the Company.

(f) The payment of principal amounts and interest in respect of such loans during the year has been regular/as per stipulation.

(iv) 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 with regard to purchases of inventories, fixed assets and with regard to the sale of goods & services. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

(v) (a) Based on the Audit Procedure applied by us and according to information and explanations given to us, 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 information and explanation given to us, the transactions made in pursuance of such contracts have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules framed thereunder.

(vii) That Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

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

(ix) (a) As explained to us, the statutory dues payable by the Company comprises of provident fund,

employees' state insurance, income tax, sales tax, custom duty, excise duty, cess and etc. According to the records of the Company and information and explanations given to us, the Company has been regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March, 2012 outstanding for a period of more than six months from the date they become payable.

(b) According to the records of the Company and information and explanations given to us, there are dues of income - tax aggregating ' 37,48,814/-, which have not been deposited on account of disputes, the details of which are set out below. We have been informed that there are no further dues in respect of income tax, sales tax and custom duty which have not been deposited on account of any dispute.

Nature of Demand Amount of Amount Deposited Forum where dispute Demand/Dispute is pending

I.Income Tax Disallowance of claim - Appeal U/s 250 for U/S 80 HHC Assessment Year 2002-03 Before Appellate Tribunal.

II.Income Tax Rs.14, 58,561/- Rs.2,50,000/- Appeal u/s 246 A(1)(a) for Assessment Year 2003-04 Before Commissioner of Income Tax - Kolkata

III. Income Tax Rs.30, 94,600/- Rs. 14,19,086/- Appeal u/s 246 A(1)(a) for Assessment Year 2005-06 Before Commissioner of Income Tax - Kolkata

IV. Income Tax Rs.1,37,148/- - Appeal u/s 246 A for Assessment Year 2006-07 Before Commissioner of Income Tax - Kolkata

VIncome -tax Rs.7,27,591/- - Appeal u/s 143(3) for Assessment Year 2004-05 before Commissioner (Appeals) Kolakta

(x) The Company has no accumulated losses and has incurred cash losses during the financial year covered by our audit and there is no cash loss in the immediately preceding financial year.

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

(xii) As Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society. Therefore, the provisions of paragraph 4(xiii) of the Order are not applicable to the Company.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) In respect of guarantees given by the Company for loans taken by its subsidiaries from banks, the terms and conditions are prima facie not prejudicial to the interest of the Company.

(xvi) In our opinion, the Term Loan, have been applied for the purpose for which they were obtained.

(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 - terms basis have been used for long

- term investment except permanent working capital.

(xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4(xviii) of the Order is not applicable.

(xix) As the Company has not issued any debentures, paragraph 4(xix) of the Order is not applicable.

(xx) The company has made right issue during the year and has disclosed the end use of money received from right issue in point no (42) in notes to financial statements, and the same has been verified by us.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2012.

For JAGDISH AGARWAL & ASSOCIATES CHARTERED ACCOUNTANTS

Firm Registration No.320253E

Place: Kolkata. J. P. AGARWAL

Dated: The 30th Day of May, 2012 PARTNER

Membership No.055436

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Mar 31, 2010

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

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial 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 (Auditors Report) Order, 2003 as amended by Companies (Auditors reports) (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, 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 in paragraph 3 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 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of Account,

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report 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 as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said 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;

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 and Loss Account, of the Profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph ‘3 of our Report of even date on the accounts of KRYPTON INDUSTRIES LIMITED as at and for the year ended 31st March, 2010.

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

(b) As per Companys policy, verification of fixed assets is being conducted in a phased programme by the management designed to cover all assets over a period of five years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. The verification of assets due as per this programme has been carried out. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) The Company has not disposed off a substantial part of its fixed assets during the year and the going concern assumption of the company is not affected.

(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

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

(iii) (a) The Company has granted unsecured loan to its subsidiary company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.7776.36 (in000) and the year ended balance of loan granted to such party was Rs.7776.36 (in000).

(b) In our opinion the rate of interest and other terms & conditions on which loan has been taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial of the interest of the Company.

(c) The receipt of principal amounts and interest during the year has been regular/as per stipulation.

(d) The Company had taken unsecured loan from subsidiary company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.124.94 (in000) and the year ended balance of loan taken/interest from such party was Rs.124.94 (in 000).

(e) In our opinion the rate of interest and other terms & conditions on which loan has been taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial of the interest of the Company.

(f) The payment of principal amounts and interest in respect of such loans during the year has been regular/as per stipulation.

(iv) 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 with regard to purchases of inventories, fixed assets and with regard to the sale of goods & services. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

(v) (a) Based on the Audit Procedure applied by us and according to information and explanations given to us, 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 information and explanation given to us , the transactions made in pursuance of such contracts have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules framed thereunder.

(vii) That Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

(viii) To the best of our knowledge and the information given to us, the Central Government of India has not prescribed the maintenance of Cost records by the Company under Section 209(1)(d) of the Companies Act, 1956 for any of its products.

(ix) (a) As explained to us, the statutory dues payable by the Company comprises of provident fund, employees state insurance, income tax, sales tax, custom duty, excise duty, cess and etc. According to the records of the Company and information and explanations given to us, the Company has been regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March, 2010 outstanding for a period of more than six months from the date they become payable.

(b) According to the records of the Company and information and explanations given to us, there are dues of income – tax aggregating Rs.32,49,186/-, which have not been deposited on account disputes, the details of which are set out in note No. 16(6).

(x) The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

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

(xii) As Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society. Therefore, the provisions of paragraph 4(xiii) of the Order are not applicable to the Company.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) In respect of guarantees given by the Company for loans taken by its subsidiaries from banks, the terms and conditions are prima facie not prejudicial to the interest of the Company.

(xvi) In our opinion, the Term Loan, have been applied for the purpose for which they were obtained.

(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 the no funds raised on short – terms basis have been used for long – term investment except permanent working capital.

(xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4(xviii) of the Order is not applicable.

(xix) As the Company has not issued any debentures, paragraph 4(xix) of the Order is not applicable.

(xx) During the year, since the Company has not raised money by way of public issue, paragraph 4(xx) of the Order is not applicable.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2010.



For JAGDISH AGARWAL & ASSOCIATES

CHARTERED ACCOUNTANTS

(Firm Registration No. 320253E)



J. P. AGARWAL

Place: Kolkata. PARTNER

Dated: The 16th Day of August, 2010 Membership No. 055436