Auditor Report of P G Foils Ltd.

Mar 31, 2018

Report of the Financial Statements

We have audited the accompanying standalone financial statements of PG. Foils Limited (‘the Company’) . which comprise the Balance Sheet as at 31^st March 2018, the Statement of Profit and Loss (including other comprehensive income), Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (“the Act”) with respect to the preparation and presentation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income) cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified in the Companies (Indian Accounting Standards) Rules 2015. (as amended) 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 Ind AS financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditor’s Responsibility

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

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

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

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

Opinion

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

Other Matters

Note No. 43 to the financial statements which describes that the FDR investments of Rs.69.00 cr. made by the company with Dhanlaxmi bank LTD had been misappropriated by various parties including the officials of the said bank. The case is under investigation with Economic Offence Wing, Mumbai. Seeking to the merit of the case the management of the company is under believe that the case will be in favour of company and it will be able to receive all the sum misappropriated. Based on this the company has not made provision. The final determination of the said investment amount would depend upon the final decision of the appropriate authorities in future. Our opinion is not qualified in respect of this matter.

Report on other Legal and Regulatory Requirements

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

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

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income) the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. In our opinion the, aforesaid Ind AS financial statements comply with the Indian 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^st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 32 to the Ind AS financial statements;

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

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

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

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

(c) In our opinion and according to the information and explanation given to us and on the basis of our examination of records of the company the title deeds of immovable properties are held in the name of the company.

(ii) According to the information and explanation given to us and on the basis of our examination of the records of the Company, physical verification of the inventory has been conducted at reasonable intervals by the management and discrepancies noticed which were not material in nature have been Properly dealt with in books of accounts.

(iii) According to the information and explanation given to us, during the year 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.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and securities granted during the year in respect of which provisions of section 185 and I86 of the Companies Act 2013 are applicable.

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

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules Made by the Central Government for the maintenance of cost records under section 148 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained, We have not made a detailed examination of such cost records.

(vii) (a) According to 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 accounts is respect of undisputed statutory dues including Provident Fund, employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the provident fund, employee state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, there are no material dues of income tax, or sales tax, or service tax, or duty of custom, or duty of excise, or value added tax, or cess which have not been deposited with the appropriate authorities on account of any dispute except follow;

Nature of Statue	Nature of Dues	Amount in (Rs.)	Amount Paid In (Rs.)	Period to which amount relates	Forum where dispute is pending
Customs Act 1962	Safeguard Duty Redemption Fine & Penalty	10351283/-	3800000/-	2009-10	Appeal Filed In Hon’ble Supreme Cournt, Delhi Against Order Of Honble High Court, Jaipur
Customs Act 1962	Safeguard Duty & Valuation	12576869/-	9744034/-	2009-10	Stay Granted In Hon’ble High Court, Mumbai And Case Still Pending
Rajasthan Vat Act, 2003	Demand Under Vat Act	39225961/-	1200000/-	2014-15	Appeal Filed Before Deputy Commissioner (appeal), Jodhpur
Income Tax Act, 1961	Demand Raised For AY 2015-16	25432270/-	5090000/-	2015-16	Appeal, Filed Before CIT (appeal), Ahmedabad

(viii) The Company has not defaulted in repayment of loan or borrowing to a financial institutions or banks, government. There are no debentures holders.

(ix) The company did not raise any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly to the information and explanation given to us, term loans raised during the year were applied for the purpose for which those were raised.

(x) According to the information and explanation given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

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

(xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, Paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or party convertible debentures during the year.

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

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

“Annexure B” to the Independent Auditor’s Report of even date on the Standalone Financial Statements of P.G. FOILS LTD.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of P G Foils Limited (“the Company”) as of 31^st March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR SHARMA ASHOK KUMAR & ASSOCIATES

CHARTERED ACCOUNTANTS

(FRN NO. - 005848C)

Sd - CA HARISH AGARWAL

Place : Pipalia Kalan Partner

Date : 30th May 2018 M. No. 403262

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Mar 31, 2016

TO THE MEMBERS OF P G FOILS LIMITED ^En

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial

statements:

Note 33 to the financial statements which describes that the FDR I investments of Rs. 69 cr. made by the company with Dhanlaxmi bank LTD had been misappropriated by various parties including the officials of the said bank. The case is under investigation with Economic Thence Wing, Mumbai. Seeking to the merit of the case, the management to the company is under believe that the case will be in favour of company and it will be able to receive all the sum misappropriated. Based on this, the company has not made any provision. The final determination of the said investment amount would depend upon the final decision of | the appropriate authorities in future. Our opinion is not qualified in respect of this matter. I

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order. 2016 I ("the Order"), as amended, 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” a statement on the matters specified in I paragraphs 3 and 4 of the Order.

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

a. we have sought and obtained all the information and explanations

which to the best of our knowledge and belief were necessary for the 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 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 thebooks of account

d. In our opinion, the aforesaid Standalone financial statements I 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 written representations received from the directors I as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from I being appointed as a director in terms of Section 164 (2) of the Act

f with respect to the adequacy of the internal financial controls over

financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". and g With respect to the other matters to be included in the Auditor''s I Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 27 to the financial statements;

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

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

Report of the Financial Statements

We have audited the accompanying standalone financial statements ot RG Foils Ltd. which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then in ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the standalone Financial

Statements

The Company''s Board of Directors is responsible for the matters stated in I Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles r Generally accepted in India, including the Accounting Standards ₍ specified under Section 133 of the Act, read with Rule 7 o the . Companies (Accounts) Rules, 2014. This resfx.nsibility 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 tom material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Standalone financial statements based on our audit-

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

Referred to in paragraph under the heading Report on Other Legal & Regulatory Requirement¹ of our report of even date to the financial statements of the Company for the year ended March 31,2016:

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

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased manner, which in our opinion is reasonable having regard to the sew of the company and nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanation given to us and on the basis of examination of records of the company, the title deeds of immovable properties are held in the name of the company.

2) The inventory, except goods in transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable for stock lying with the third parties al the year end, written confirmation have been obtained. The discrepancies noticed on verification between the physical stocks and book records were not material and have been dealt with in books of accounts.

3) The Company has not granted any loans, secured or unsecured lo companies, firms. Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (in) (a) to (Q of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5) In our opinion and according to the information and explanation given to us. The Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and rule framed there under. Accordingly, paragraph 3(v) of the order is not applicable to the company.

6) We have broadly reviewed the books of accounts maintained by the Company in respect of products, pursuant to the rules prescribed by the Central Government of India, the maintenance of cost records has been s|»ciphered under section 148(1) of the act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of records with a view to determine whether they are accurate or complete.

7. (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has lx*en generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duly of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According lo the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable,

b) According to the information and explanation given lo us, dues that have not been deposited by the company on account of dispute, as follow;

Name	Nature of due*	Period to which it relates	Amount in	Interest In Rs,		Amount Deposited	Forum which it is pending
Customs Act. 1962	Safeguard duly Redemption fine & Penalty	2009-10	10351283/-			380000CV-	Appeal filed In Hon’ble high Court. Jaipur Order Of costal Delhi
Customs Act. 1962	Safeguard duty & valuation	2009-10	12576869/-			NIL	Stay granted in Honble High Court and Case still finding
Central Sales Tax Act	CST Demand	1982-81 1483-84 1984-85 1990-91 1991-92 1992-93 1993-94 1994-95 1995-96 1996-97	413231/ -1472173/-862071/- 3378241/-5364057/- 8396797/- 8327394/- 8952669/- 9217606/- 8256211/-		1559802/ 6093420/-4462262/-9415971/-22129275/-9641954/-323271/-27323270/-27771200/-26301247/ -21892569/-	413231/-1472173/-862071/-3378241/-5364057/-8396797/-8327394/-8952669/-9217606/- 8256211/-	Hon,ble Supreme Court Hon,ble Supreme Court Hon,ble Supreme Court Hon,ble Supreme Court Hon,ble Supreme Court Hon,ble Supreme Court Hon,ble Supreme Court Hon,ble Supreme Court Hon,ble Supreme Court

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted during the year in the repayment of dues to financial institutions, banks and government. The Company did not have any outstanding debentures during the year.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause

3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) According to the information and explanation given to us, no material fraud by the company or on die company by its officers or employees has been noticed or reported during the course of our audit

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read wide Schedule V to the Companies Act;

12) According to the information and explanation given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause

4 (xii) of the Order are not applicable to the Company.

13) According to the information and explanation given to us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

"Annexure B" to the Independent Auditor''s Report of even date C on the Standalone Financial Statements of P.O. FOILS LTD. ri

Report on the Internal Financial Controls under Clause (i) of ^ Sub-section 3 of Section 143 of the Companies Act, 2013 ("the ^ Act")

Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a

process designed to provide reasonable assurance regarding the I

reliability of financial reporting and the preparation of financial I

statements for external purposes in accordance with generally I

accepted accounting principles. A company''s internal financial I

control over financial reporting includes those policies and I procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, I accurately and fairly reflect the transactions and dispositions of I the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as I necessary to permit preparation of financial statements in I accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting l

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

Opinion

In our opinion, the Company has, in all material respects, and adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were I operating effectively as at March 31, 2016, based on the internal I control over financial reporting criteria established by the Company I considering the essential components of internal control stated in I the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants I of India

For SHARMA ASHOK KUMAR & ASSOCIATES

Chartered Accountants

(FRN NO. - 0058480

Sd - CA HARISH AGARWAL

Place: Pipalia Kalan Partner

Date :31stMay2016 M.No.403262

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of PG FOILS LIMITED ('the company'), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profited Loss the Cash Flow Statement formed year then ended, and a summary of significant accounting provides and other explanatory in formation.

Management's Responsibility for the financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the finial statement sare 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, inducing 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 true and far view in order to design audit procedures that are approached m the circumstances, An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companies Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) ki the case of the Balance Sheet, of the state of affairs of the Company asset March 31,2015;

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

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

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

Note 37 to the financial statements which describes that the FDR

LTD had been misappropriated by various parties including the officials of te said bank. The case is under investigation with Economy Offence Wing, Mumbai. Seeking to the merit of the case tile management of the company is under believe that the case will be ¦n favor of company and it will be able to receive all the sum misappropriated. Based on mis, the company has not made any proton. The final determination of the said investment amount would depend upon the final decision of the appropriate authorities in future. Our opinion is not qualified in respect of this matter. Report on other Legal and Regulatory Requirements 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.

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

e) On the basis of 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, " ;™ ban& appointed as a director in terms of Section 164(2)of the Act.

With respect to the other Matters included in the Auditors Report and to our best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in financial statements- Refer Note 27to the financial statements;

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

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

Referred to in paragraph 10 of the independent Auditors report of even date to the members of PC, Foils Limited on the financial Statement as of and for the year ended March 31,2015.

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. As explained to us, the fixed assets have been physical verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard sire of the company and nature of its assets. No material discrepancies were noticed on such verification.

2. (a) The inventory excluding stocks with third parties has been physically verified by the management during the year In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. 'r (b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to size of the company and the nature of its business. (c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. In respect of the loans, secured or unsecured, granted by the company to companies, firms or other parties covered in the register maintained under section 189 of die company's act 2013:

(a) The principal & interest amounts are repayable on demand.

(b) In respect of the said loans and interest thereon, there are no overdue amounts.

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 for the purchase of inventory and fixed assets and 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 have neither come across, nor have been informed of, any continuing failure to correct major weakness as in the aforesaid internal control system.

5. The company has not accepted any deposits from the public within the meaning in the of section 73 to 76 of the act and the rules framed there under to the extent notified.

6. We have broadly reviewed the books of account maintained by die company in respect of product where, pursuant to the rules made by the central government of India, the maintenance of cost records has been specified u rider sub - section (1) of section 148 of the act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of records with a view to determine whether they are accurate or complete.

7. (a) According to the information and explanation given to us and

The records of the company examined by us, in our opinion, the company is regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sates tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and other material statutory dues, as applicable, with the appropriate authorities.

b) According to the information and explanations given to us and regards the company examined by us, the rear endues - of wealth- tax and cess which have not been deposited on accounts of any dispute. The particulars of dues of income tax, sales tax, service tax, duty of customs and duty of excise as at march 31,2015 which have not been deposited on account of a dispute, are as follows, table

Name Nature of dues Period to Amount Interest Which it in (Rs,) in(Rs,) relates

Customs Act, 1962 Safeguard duty 2009-10 11651284/- Redemption fine & penalty

Customs Safeguard duty Act, & Valvation 2009-10 12576869/-

1962

Central Sales Tax Act CST Demand 1982-83 413231/- 1559802/-

1983-84 1472173/- 6093420/-

1984-85 862071/- 4462262/-

1990-91 3378241/- 9415971/-

1991-92 5364057/- 22129275/-

1992-93 8196797/- 29641954/-

1993-94 8327394/- 2732321/-

1995-96 9217606/- 26301247/-

1996-97 82.56211/- 21892569/-



Name Amount Deposited Forum Which it is Pending

Customs Act, 3800000/- Balance Demand Stayed By the Commissioner of Central Excise -Appeal- vide order dated 30.012014

Customs NIL Stay granted in Hon'ble Sales Tax High Court and case Still Pending Act

413231/- Hon'ble Supreme court

1472173/- Hon'ble Supreme court

862071/- Hon'ble supreme court

3378241/- Hon'ble Supreme court

5364057/- Hon'ble Supreme court

8396797/- Hon'ble Supreme court

8327394/- Hon'ble Supreme court

8952669/- Hon,ble Supreme court

9217606/- Hon,ble Supreme court

8256211/- Hon'ble Supreme court (c) There are no amounts required to be transferred by the company to the investor education and protection fund in accordance with the provision of die companies act, 1956 and the rules made there under.

8. The company has no accumulated fosses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on the date or in the immediately preceding financial year.

9. According to the records of the company examined by us and the information and explanation given to us. The company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date,

10. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by other from banks or financial institution during the year. According, the provisions of douse 3(x) of the order are not applicable to the company.

11. In our opinion, and according to the information and explanations venous, the tow noun shave been .opted for the purposes for which they were obtained.

12. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have come across an instance misappropriation of FDR investment of Rs. 69 Cr on the company by the officials of Dhanalaxmi Bank LTD, Mumbai and various other parties which has been shown in notes point no. 37. Apart from this matter we have neither come across any instance of material fraud on or by the company, noticed or reported ' during the year, nor have we been informed of any such case by the management.

For SHARMAASHOK KUMAR & ASSOCIATES

Chartered Accountants

(FRN NO.-005848C-

Sd- CA HARISH AGARWAL

Place : Pipalia Kalan Partner

Date : 30th May 2015 M. No. 403262

---

Mar 31, 2014

We have audited the accompanying financial statement of P G Foils Limited (''the Company'') which comprise the balance sheet as at 31st March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

(i) In the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014.

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

Report on other legal and Requirements

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

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

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

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

c. The Balance sheet, Statement of profit and loss and Cash Flow statement dealt with by this Report are in agreement with the books of account.

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

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

ANNEXURE TO THE AUDITORS'' REPORT

1. In respect of its fixed assets.

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

b) 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 regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification

c) In our opinion, the Company has not disposed off substantial part of fixed assets, which has bearing on the going concern assumption

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.

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 loans to parties covered in the register maintained under section 301 of the companies Act, 1956 during the year.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of stores, raw materials including components, packing materials, plant and machinery, equipment and other assets and with regard to sale of goods. During the course of our audit, no major weakness has been noticed in the internal control procedure.

5.a) Based on the audit procedures applied by us and according to

the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 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 registers maintain under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation provided by the management, in our opinion the company has not accepted any deposit and as such question of compliance of sanction 58, 58 AA and other relevant provisions don''t apply.

7. The company has no internal audit system.

8. We have been informed by the management, cost records prescribed under section 209(1) (d) of the companies Act, 1956 in respect of product manufactured by the company has been maintained.

9. a) The company is regular in depositing undisputed statutory dues

including Provident Fund, Wealth Tax, Income Tax, Sales Tax, Custom Duty, Excise duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, following, disputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2014 for a period of more than six months from the date of becoming payable.

b) Following dues are not deposited on account of disputes pending at various forums.

Name Nature of Period to Amount Interest Amount dues which it in in Deposi relates ted

Customs Act, Safeguard 2009-10 11651284/- 3800000/- 1962 duty Redemption Fine & Penalty

Customs Act, Safeguard duty 2010-11 8858238/- 3898883/- 1962 & valuation

Customs Act, Safeguard duty 2009-10 12576869/- NIL 1962 & valuation

Central Sales CST Demand 1982-83 413231/- 1559802/- 413231

Tax Act 1983-84 1472173/- 6093420/- 1472173

1984-85 862071/- 4462262/- 862071

1990- 91 3378241/- 9415971/- 3378241

1991- 92 5364057/- 22129275/- 5364057

1992- 93 8396797/- 29641954/- 8396797

1993- 94 8327394/- 27323270/- 8327394

1994- 95 8952669/- 27771200/- 8952669

1995- 96 9217606/- 26301247/- 9217606

1996- 97 8256211/- 21892569/- 8256211

Name Forum which it is pending

Costums Act 1952 Balance Demand Stayed by the Commissioner of Central Excise (Appeal) vide order dated 30.01.2014

Costums Act 1962 Case is remanded by CESTAT and pending before Dy. Commissioner

Costums Act Stay granted in Hon''ble High Court and Case still Pending

Hon''ble Supreme court

Hon''ble Supreme court Hon''ble Supreme court

Hon''ble Supreme court

Hon''ble Supreme court Hon''ble Supreme court

Hon''ble Supreme court

Hon''ble Supreme court

Hon''ble Supreme court

Hon''ble Supreme court

10. The Company has not incurred any cash loss in the current year and there are no accumulated losses in the balance sheet as on 31st March, 2014.

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

12. According to the records of the company, in our opinion according to information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13. As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4(xiii) of the companies (Auditor''s Report) order, 2003 is not applicable to the Company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provision of clause 4(xiv) of the Companies (Auditor''s Report) order, 2003 is not applicable to the Company.

15. As per information and explanation provided by the management the company has not given any guarantee for others.

16. According to the records of the company, the company has taken term loan from Bank and has applied for the purpose for which the loan was obtained.

17. According to the information and explanations received, we report that the company has not applied short-term borrowings for long- term investments and vice versa.

18. According to the records of the company and the information and explanations provided by the management, the Company has not made any preferential allotment of shares during the year.

19. According to the records of the company, the Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the period covered by our audit report.

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

For H M SINGHVI & Co. Chartered Accountants

(H M SINGHVI) Place : Pipalia Kalan Partner Date : 30th May 2014 M. No. 006962

---

Mar 31, 2013

Report of the Financial Statements

We have audited the accompanying financial statement of P G Foils Limited (''the Company'') which comprise the balance sheet as at 31 st March 2013, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

(i) In the case of the balance sheet, of the state of affairs of the Company as at 31 st March 2013.

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

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

2. As required by section 227 (3) of the Act, we reportthat;

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

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

c. The Balance sheet, Statement of profit and loss and Cash Flow statement dealt with by this Report are in agreement with the books of account.

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

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

1. In respect of its fixed assets.

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

b) 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 regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification

c) In our opinion, the Company has not disposed off substantial part of fixed assets, which has bearing on the going concern assumption

2. In respectof its inventories

a) As explained to us, inventories have been physically verified by the management at regular intervals duringthe year.

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 ot 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 loans to parties covered in the register maintained under section 301 of the companies Act, 1956 during the year.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of stores, raw materials including components, packing materials, plant and machinery, equipment and other assets and with regard to sale of goods. During the course of our audit, no major weakness has been noticed in the internal control procedure.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 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 registers maintain under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices atthe relevant time.

6. According to the information and explanation provided by the management, in our opinion the company has not accepted any deposit and as such question of compliance of sanction 58, 58 AA and other relevant provisions don''t apply.

7. The company has internal audit system, which is not sufficient commensurate with the size of the company.

8. We have been informed by the management, cost records prescribed under section 209(1) (d) of the companies Act, 1956 in respect of product manufactured by the company has been maintained.

9. a) The company is regular in depositing undisputed statutory dues including Provident Fund, Wealth Tax, Income Tax, Sales Tax, Custom Duty, Excise duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, following, disputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2013 for a period of more than six months from the date of becoming payable.

* Amount of Rs 239.62 Lac has been deposited against CST demand for the year 1982-83 to 1984-85 & 1990-91 to 1996-97.

10. The Company has not incurred any cash loss in the current year and there are no accumulated losses in the balance sheet as on 31st March, 2013.

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

12. According to the records of the company, in our opinion according to information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13. As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4(xiii) of the companies (Auditor''s Report) order, 2003 is not applicable to the Company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provision of clause 4(xiv) of the Companies (Auditor''s Report) order, 2003 is not applicable to the Company.

15. As per information and explanation provided by the management the company has not given any guarantee for others.

16. According to the records of the company, the company has taken term loan from Bank and has applied for the purpose for which the loan was obtained.

17. According to the information and explanations received, we report that the company has not applied short-term borrowings for long- term investments and vice versa.

18. According to the records of the company and the information and explanations provided by the management, the Company has not made any preferential allotment of shares duri ng the year.

19. According to the records of the company, the Company has not issued any debentures duringthe year.

20. The Company has not raised any money by way of public issue duringthe period covered by our audit report.

21. As per the information and explanations given to us, no material fraud on or by the Company has been noticed duringthe year.



For H M SINGHVI & Co.

Chartered Accountants

(Converted into partnership w.e.f. 01.01.2013)

(H M SINGHVI)

Place : Jaipur Partner

Date :30th May 2013 M. No. 006962

---

Mar 31, 2012

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

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

1) As required by the Companies (Auditors 'Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of the section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of Audit, we enclose in the Annexure hereto a statement on the matter specified in paragraph 4 & 5 of the said order.

(2) Further to our comments in the Annexure referred to in paragraph above, we state 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 accounts as required by law have been kept by the Company so far as appears from our examination of these books.

(c) The Balance Sheet and the Statement of Profit & Loss & Cash Flow statement dealt with in this report are in agreement with the books of account.

(d) In our opinion the Statement of Profit & Loss and Balance Sheet and Cash Flow statement dealt with in this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of Companies Act 1956.

(e) On the basis of the 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, and

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to the point no. 1 of Significant Accounting Policies and read together with the other notes and Significant Accounting Policies give the information as required by the Companies Act, 1956 in the manner as required and present a true and fair view in confirming with the accounting principals generally accepted in India.

(1) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012.

(2) In the case of the Statement of Profit & Loss, of the profit for the financial year ended on 31st March 2012.

(3) In the case of Cash Flow statement, of the Cash Flows for the year ended on 31st March 2012.

ANNEXURE TO THE AUDITORS' REPORT

1. In respect of its fixed assets.

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

b) 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 regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification

c) In our opinion, the Company has not disposed off substantial part of fixed assets, which has bearing on the going concern assumption.

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.

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 were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The company has not granted loans to parties covered in the register maintained under section 301 of the companies Act, 1956 during the year.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of stores, raw materials including components, packing materials, plant and machinery, equipment and other assets and with regard to sale of goods. During the course of our audit, no major weakness has been noticed in the internal control procedure.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 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 registers maintain under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation provided by the management, in our opinion the company has not accepted any deposit.

7. The company has internal audit system, which is not sufficient commensurate with the size of the company.

8. We have been informed by the management, cost records have been prescribed under section 209(1) (d) of the companies Act, 1956 in respect of product manufactured by the company.

9. a) The company is regular in depositing undisputed statutory dues including Provident Fund, Wealth Tax, Income Tax, Sales Tax, Custom Duty, Excise duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, following, disputed amounts payable 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) Following dues are not deposited on account of disputes pending at various forums.

Nature of Period to Amount Interest dues which it in in pending relates (Rs.) (Rs.)

Central CST Demand 1982-83 413231/- 1559802/- Sales Tax Act 1983-84 1472173/- 6093420/-

1984-85 862071/- 4462262/-

1990-91 3378241/- 9415971/-

1991-92 5364057/- 22129275/-

1992-93 8396797/- 29641954/-

1993-94 8327394/- 27323270/-

1994-95 8952669/- 27771200/-

1995-96 9217606/- 26301247/-

1996-97 8256211/- 21892569/-

Customs Act, Safeguard 2009-10 7832094/- 7832094/- 1962 duty & valuation

Customs Act, Safeguard 2010-11 8663368/- 8663368/- 1962 duty & valuation

Customs Act, Safeguard 2009-10 12576869/- 12576869/- 1962 duty



Nature of Period to Forum which it is dues which it relates

Central CST Demand 1982-83 Hon'ble Supreme Court Sales Tax Act 1983-84 Hon'ble Supreme Court

1984-85 Hon'ble Supreme Court

1990-91 Hon'ble Supreme Court

1991-92 Hon'ble Supreme Court

1992-93 Hon'ble Supreme Court

1993-94 Hon'ble Supreme Court

1994-95 Hon'ble Supreme Court

1995-96 Hon'ble Supreme Court

1996-97 Hon'ble Supreme Court

Customs Act, Safeguard 2009-10 Commissioner (Appeal) 1962 duty & Jaipur valuation

Customs Act, Safeguard 2010-11 CESTAT, New Delhi 1962 duty & valuation

Customs Act, Safeguard 2009-10 High Court, Mumbai 1962 duty



* amount of Rs. 30,00,000/- has been deposited against CST demand for the year 1995-96 and 1996-97.

10. The Company has not incurred any cash loss in the currant year and there are no accumulated losses in the balance sheet as on 31st March, 2012.

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

12. According to the records of the company, in our opinion according to information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13. As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4(xiii) of the companies (Auditor's Report) order, 2003 is not applicable to the Company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provision of clause 4(xiv) of the Companies (Auditor's Report) order, 2003 is not applicable to the Company.

15. As per information and explanation provided by the management the company has not given any guarantee for others.

16. According to the records of the company, the company has taken term loan from Bank and has applied for the purpose for which the loan was obtained.

17. According to the information and explanations received, we report that the company has not applied short-term borrowings for long-term investments and vice versa.

18. According to the records of the company and the information and explanations provided by the management, the Company has not made any preferential allotment of shares during the year.

19. According to the records of the company, the Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the period covered by our audit report.

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





For H. M. SINGHVI & Co. Chartered Accountants

(H. M. SINGHVI) Proprietor M. No. 6962

Place : Jaipur Date : September 1st, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of P C FOILS LIMITED as at 31st March 2011 and also the Profit & Loss Account and Cash Flow statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1)As required by the Companies (Auditors 'Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of the section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of Audit, we enclose in the annexure hereto a statement on the matter specified in paragraph 4 & 5 of the said order.

(2) Further to our comments in the annexure referred to in paragraph above, we state 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 accounts as required by law have been kept by the Company so far as appears from our examination of these books.

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

(d) In our opinion the Profit & Loss Account and Balance Sheet and Cash Flow statement dealt with in this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of Companies Act 1956.

(e) The basis of the written representations received from the Directors as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 3T' March, 2011 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956, and

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to the point no. 1 of schedule Oand point No.1 (g) and 18 of schedule P of Notes on Accounts, read together with the other notes and significant Accounting Policies give the information as required by the Companies Act, 1956 in the manner as required and present a true and fair view in confirming with the accounting principals generally accepted in India.

(1)In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2011.

(2)In the case of the Profit & Loss Account, of the profit for the financial year ended on 31st March 2011.

(3)In the case of Cash Flow statement, of the Cash Flows for the year ended on 31 st March 2011.

ANNEXURE TO THt AUDITORS' REPORT

1.In respect of its fixed assts.

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 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 regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification

c)In our opinion, the Company has not disposed off substantial part of fixed assets, which has bearing on the going concern assumption.

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.

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 were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3.The company has not granted loans to parties covered in the register maintained under section 301 of the companies Act, 1956 during the year.

4.In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of stores, raw materials including components, packing materials, plant and machinery, equipment and other assets and with regard to sale of goods. During the course of our audit, no major weakness has been noticed in the internal control procedure.

5.a) Based on the audit procedures applied by us and accordingto the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 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 registers maintain under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at therelevanttime.

6.According to the information and explanation provided by the management, in our opinion the company has not accepted any deposit.

7.The company has internal audit system, which is not sufficient commensurate with the size of the company.

8.We have been informed by the management, no cost records have been prescribed under section 209(1) (d) of the companies Act, 1956 in respect of product manufactured by the company.

9.a) The company is regular in depositing undisputed statutory dues including Provident Fund, Wealth Tax, Income Tax, Sales Tax, Custom Duty, Exciseduty, Cessand other statutory dues with the appropriate authorities. According to the information and explanations given to us, following, disputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March 2011 for a period of more than six months from the date of becoming payable

b) Following dues are not deposited on account of disputes pending at various forums.

Name of the Nature Amount in Period to Form which statue of dues Rs. which it it is pending relates

Central Sales Declaration 59529679 A.Y. 2006-07 CTO, Pali Tax Act forms to 2010-11

10.The Company has not incurred any cash loss in the currant year and there are no accumulated losses in the balance sheet as on 31*March,2011.

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

12.According to the records of the company, in our opinion according to information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13.As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4(xiii) of the companies (Auditor's Report) order, 2003 is not applicable to the Company.

14.As the Company is not dealing or trading in shares, securities, debentures and other investments, the provision of clause 4(xiv) of the Companies (Auditor's Report) order, 2003 is not applicable to the Company.

15.As per information and explanation provided by the manage nent the company has not given any guarantee for others.

16.According to the records of the company, the company has taken term loan from Bank and has applied for the purpose for which the loan was obtained.

17.According to the information and explanations received, we report that the company has not applied short-term borrowings for long-term investments and vice versa.

18.According to the records of the company and the information and explanations provided by the management, the Company has not made any preferential allotment of shares during the year.

19.According to the records of the company, the Company has not issued any debentures duringthe year.

20. The Company has not raised any money by way of public issue duringthe period covered by our audit report.

21.As per the information and explanations given to us, no material fraud on or by the Company has been noticed duringthe year.

For H.M.SINGHVI & CO. Chartered Accountants (H.M.SINGHVI) Proprietor Membership No.6962

Place : Jaipur Date : 25th August, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of P G FOILS LIMITED as at 31st March 2010 and also the Profit & Loss Account and Cash Flow statement for the period 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.

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

(1) As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of the section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of Audit, we enclose in the annexure hereto a statement on the matter specified in paragraph 4 & 5 of the said order.

(2) Further to our comments in the annexure referred to in paragraph above, we state 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 accounts as required by law have been kept by the Company so far as appears from our examination of these books.

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

(d) In our opinion the Profit & Loss Account and Balance Sheet and Cash Flow statement dealt with in this report comply with the Accounting Standards referred to in sub-section (3C) of section211 of Companies Act1956.

(e) On the basis of the 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, and

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to the point no. 1 of schedule O and point No.1 (g) 6 and 19 of schedule P of Notes On Accounts, read together with the other notes and significant Accounting Policies give the information as required by the Companies Act, 1956 in the manner as required and present a true and fair view in confirming with the accounting principals generally accepted in India.

(1) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010.

(2) In the case of the Profit & Loss Account, of the loss for the financial year ended on 31 st March 2010.

(3) In the case of Cash Flow statement, of the Cash Flows for the year ended on 31st March 2010.

ANNEXURE TO THE AUDITORS REPORT

1. In respect of its fixed assets.

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

b) 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 regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets, which has bearing on the going concern assumption.

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.

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 were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The company has granted loans to parties covered in the register maintained under section 301 of the companies Act, 1956 during the year.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of stores, raw materials including components, packing materials, plant and machinery, equipment and other assets and with regard to sale of goods. During the course of our audit, no major weakness has been noticed in the internal control procedure.

5. a) Based on the audit procedures applied by us and according to

the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 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 registers maintain under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation provided by the management, in our opinion the company has not accepted any deposit and has such question of compliance of sanction 58, 58 AA and other relevant provisions dont apply.

7. The company has internal audit system, which is not sufficient commensurate with the size of the company.

8. We have been informed by the management, no cost records have been prescribed under section 209(1) (d) of the companies Act, 1956 in respect of product manufactured by the company.

9. a) The company is regular in depositing undisputed statutory

dues including Provident Fund, Wealth Tax, Income Tax, Sales

Tax, Custom Duty, Excise duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, following, disputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March 2010 for a period of more than six months from the date of becoming payable. b) following dues are not deposited on account of disputes pending at various forums.

Name of the Nature Amount in Period to Form which statue of dues Rs. which it relates it is pending

Central Sales Declaration 59349963 A.Y. 2007-08 CTO, Pali Tax Act forms

10. The Company has not incurred any cash loss in the currant year and there was a cash loss in preceding financial year and there are no accumulated losses in the balance sheet as on 31st March, 2010.

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

12. According to the records of the company, in our opinion according to information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13. As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4(xiii) of the companies (Auditors Report) order, 2003 is not applicable to the Company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provision of clause 4(xiv) of the Companies (Auditors Report) order, 2003 is not applicable to the Company.

15. As per information and expiation provided by the management the company has not given any guarantee

16. According to the records of the company, the company has taken term loan from Bank and has applied for the purpose for which the loan was obtained.

17. According to the information and explanations received, we report that the company has not applied short-term borrowings for long-term investments and vice versa.

18. According to the records of the company and the information and explanations provided by the management, the Company has not made any preferential allotment of shares during the year.

19. According to the records of the company, the Company has not issued any debentures duringthe year.

20. The Company has not raised any money by way of public issue duringthe period covered by our audit report.

21. As per the information and explanations given to us, no material fraud on or by the Company has been noticed duringthe year.

ForH.M.SINGHVI&CO.

Chartered Accountants

Place: Jaipur (H.M.SINGHVI)

Date : 23rd August, 2010 Proprietor

Membership No.6962