Auditor Report of Pee Cee Cosma Sope Ltd.

Mar 31, 2018

Report on the Ind AS Financial Statements:

We have audited the accompanying ind AS financial statements of Pee Cee Cosma Sope Limited (‘the Company’), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive lncome/(loss)),the Statement of Changes in Equity 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 Ind AS Financial Statements : The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation 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/(loss)) cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder. 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 thereunder.

We conducted our audit 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 Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 IndAS 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 31st March 2018 and its profit (including other comprehensive income/(loss)) its cash flows and the changes in equity for the year ended on that date.

Other Matters : The Financial information of the Company for the year ended 31.03.2017 and the transition date opening balance sheet as at 1.4.2016 included in the Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended 31.03.2017 and 31.03.2016 prepared in accordance with the Companies (Accounting Standard) rules 2006 (as amended) which were audited by another auditor namely M/s Doogar & Associates, Chartered Accountants, on which they expressed an unmodified opinion dated 29th May, 2017 and 28th May,2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to Ind AS have been audited by us, on which we have expressed an unmodified opinion vide our report dated 26th May,2018.

Our opinion is not qualified in respect of their 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 the paragraph 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 purposes of our audit.

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

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive lncome/(loss)) the Cash Flow Statement and the 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 prescribed under Section 133 of the Act, read with relevant rules issued thereunder;

e) On the basis of the written representations received from the directors as on 31st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

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, as amended, 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 34to the IndAS 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.

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the Ind AS financial statements for the year ended 31st March 2018, we report that:

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

2. (a) The inventories, except material lying with the third parties, has been physically verified at reasonable intervals by the management during the year.

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

(c) In our opinion Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts.

3. According to the information and explanation given to us the Company has not granted any secured or unsecured loans, to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, paragraph 3 (iii) of the order is not applicable to the Company.

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 186 of the Act, with respect to the loans and investments made.

5. The Company has not accepted any deposits from the public. Accordingly, paragraph 3 (v) of the order is not applicable to the Company.

6. According to the information and explanations given to us, the cost records have been maintained by the company pursuant to section 148 (1) of the Companies Act 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained, however, we have not made a detailed examination of such cost records.

7. (a) According to the information & explanations given to us and on the basis of our examination of the records of the Company, Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax , sales tax, service tax, duty of customs, GST, duty of excise, value added tax, cess and any other statutory dues applicable to it and there are no undisputed statutory dues outstanding as at 31st March, 2018 for a period exceeding six months from the date they became payable.

(b) According to the information & explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, GST, value added tax which have not been deposited on account of any dispute, except the following, along with the forum where dispute is pending:.

Name of Statute	Nature of the dues	Amount (Rs)	Forum where dispute is pending
ESI Act	ESI (2004-05)	1,05,241	Civil Court, Agra
M.P Land Revenue Act, 1959	Land Conversion Charges	14,03,603	Court of Collector, Bhind (M.P.)

8. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or government. The Company has not issued any debentures.

9. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). The Company has availed term loan facility and term loans were generally been applied for the purposes for which those are raised.

10. According to the information and explanations 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.

11. According to the 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 Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3 (xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 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.

14. According to the information and explanations given 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 partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the Order is not applicable.

15. 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 in to non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.

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

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

We have audited the internal financial controls over financial reporting of Pee Cee Cosma Sope Limited (“the Company”) as of 31st 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 (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR BSD & CO.

Chartered Accountants

(Firm Reg No-000312S)

Place: Agra (CA. WarshaSinghania)

Dated: 26.05.2018 Partner

Membership No. 520935

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Mar 31, 2015

We and the Statement of Profit and Loss, the Cash Flow information. is responsible for the matters stated in Section 134(5) of the give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate and maintenance of adequate internal financial controls, that preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether duet of raudor error. Auditor's Responsibility : Our responsibility is to express 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 and plan and perform the audit to obtain reasonable statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of auditor considers internal financial control relevant to the Company's preparation of the financial statements that give of expressing an opinion on whether the Company has in place an adequate internal financial controls system over appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's directors, as well as evaluating the overaN presentation of the financial statements.

Opinion on the standalone financial statements

Opinion : In our opinion and to the best of our information and according to the explanations given to us, the aforesaid and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Report on Other Legal and Regulatory Requirements India in terms of sub-section

(11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent

2. AsrequKd by section 143(3)of theca, we report that:

a) we have sought and obtained all the information and

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

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

d) In our opinion, the aforesaid standalone financial

7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2015, taken on record appointed as a director in terms of section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the 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 30 to the financial any material foreseeable losses. III. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

(Referred to in Paragraph under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date on the accounts of Pee Cee Cosma Sope Limited for the year ended 31st March, 2015)

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

(b) The fixed assets have been physically verified by the management at the reasonable intervals, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. (a) The inventory, except material lying with the third parties has been physically verified by the management during the year.

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

(c) In our opinion Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt within the books of accounts.

3. (a) According to information and explanation given to us the Company has not granted any secured or unsecured loans, to companies, firms or other parties covered in the register maintained under section 189 of theCompaniesAct,2013.

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 nature of its business with regard to the purchase of inventory and fixed assets and also for the sale of goods & services. Further on the basis of our examination of the books of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Therefore, the provisions of the clause 3 (v) of the order are not applicable to the Company.

6. According to the information and explanations given to us, the cost records have been maintained by the company pursuant to section 148(1) of the Companies Act 2013and are of the opinion that, prima facie, the prescribed cost records have been made and maintained, however, we have not made a detailed examination of such cost records.

7. (a) According to the information & explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax , sales tax, wealth tax, service tax, duty of customs, excise, value added tax, cess and any other statutory dues applicable to it and there are no undisputed statutory dues outstanding as at March 31,2015 for a period exceeding six months from the date they became payable.

(b) According to the information & explanations given to us, there are no dues of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess which have not been deposited on account of any dispute .except the following, along with the forum where dispute is pending:

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

Income Tax Income Tax 10,42,322 Hon'bleHigh Act (A.Y. 2009-10) Court.Allahabad

Income Tax Income Tax 3,13,050 ITAT.Agra Act (A.Y. 2010-2011)

Income Tax Income Tax 26,77,310 CIT(Appeal) II, Act (A.Y. 2010-2011) Agra

Income Tax Income Tax 13,93,070 CIT(Appeal) II, Act (AY. 2011-2012) Agra

central Excise Duty 15,38,544 Addl Commiss- ioner Excise (2007-08 to Central Excise, 2010-2011) Kanpur.

central Excise Duty 18,88,86,000 CESAT, New Delhi Excise (Jan 2002 to (Refer note no 30) Feb 2006)

UP. Trade Sales Tax 2,25,000 Hon'bleHigh tax Court, Tax (1995-96) Allahabad

central Sales Tax 1,60,710 Hon'bleHigh Court, Sales Tax (1995-96) Allahabad

Rajasthan Sales Tax 68,452 Rajasthan Tax Trade Tax (2000-01) Board, Ajmer

U.P VAT Trade Mark 27,084 Dy. Commissi- oner, Act License Fee Agra

(2003-04)

U.P VAT Trade Mark 24,393 Dy. Commissi- oner, Act License Fee Agra

(2004-05)

ESIAct EST(2004-05) 1,05,241 Civil Court, Agra

MP Land Land Conversion. 14,03,603 Court of Collector, Revenue Charges Bhind(M.R) Act,1959

(c) According to the information and explanation given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 and rules made there under has been transferred to such fund within time.

8. The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. The Company has not issued any debentures.

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

11. In our opinion, and according to the information and explanations given to us, term loans have generally been applied for the purposes for which they were raised.

12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR DOOGAR& ASSOCIATES Chartered Accountants

(Firm Reg NO-000561N)

Place: Agra (CA. UDIT BANSAL)

Dated: 30.05.2015 Partner

M. No. 401642

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Mar 31, 2014

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

Management Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor''s Responsibility

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

2. Asrequired 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 agreementwith the books of account.

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

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

(Referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date on the accounts of Pee Cee Cosma Sope Limited for the year ended 31st March, 2014)

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

(b) The Company has a phased program of physical verification of its fixed assets which in ouropinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. (a) The inventory, except material lying with the third parties has been physically verified by the management during the year.

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

(c) In our opinion Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts.

3. (a) According to information and explanation given to us, the Company has not granted any loan secured or unsecured to any party covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly provisions of clause 4 (iii) (b) (c) (d) of the order are not applicable to the Company

(e) According to information and explanation given to us the Company has not taken any secured or unsecured loans, from parties covered in the register maintained undersection 301 of the companies Act, 1956 accordingly provisions of sub clause (f) to (g) of clause 3 are not applicable to the company.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control systems commensurate with the size of the Company and nature of its business with regard to the purchase of inventory and fixed assets and also for the sale of goods & services. Further on the basis of our examination of the books of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

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

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in to the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of Rs 5 Lacs in respect of any party during the year, have generally been made, other than the transaction for which comparable prices are not available at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the Company has an internal audit system commensurate with the size & nature of its business.

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

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax , Sales tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of balance sheet for a period exceeding six months from the date they become payable.

(b) According to the information & explanations given to us and as per the books and records examined by us, there are no dues of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax , Sales tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues which have not been deposited on account of any dispute ,except the following, along with the forum where dispute is pending:

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

M.P Land Land 14,03,603 Court of Collector, Revenue Conversion Bhind (M.P.) Act, 1959 Charges

Income Tax Income Tax 20,84,290 Hon''ble High Court, Act (A.Y.2009-10) Allahabad

Income Tax Income Tax 17,79,350 CIT(Appeal) II, Act (A.Y.2010-2011) Agra

Income Tax Income Tax 26,77,310 CIT(Appeal) II, Act (A.Y.2010-2011) Agra

Income Tax Income Tax 3,93,070 CIT(Appeal) II, Act (A.Y.2011-2012) Agra

Income Tax Income Tax 28,160 CIT(Appeal) II, Act (A.Y.2011-2012) Agra

Central Excise Duty 15,38,544 Addl Commissioner Excise (2007-08 to Central Excise, 2010-2011) Kanpur.

Central Excise Duty 18,88,86,000 CESAT, New Delhi Excise (Jan 2002 to (Refer note no 29) Feb 2006)

U.P.Trade Sales Tax 2,25,000 Hon''ble High Court, Tax (1995-96) Allahabad

Central Sales Tax 1,60,710 Hon''ble High Court, Sales Tax (1995-96) Allahabad

Rajasthan Sales Tax 68,452 Rajasthan Kar Trade Tax (2000-01) Board, Ajmer

Rajasthan Sales Tax 19,659 Commissioner, Trade Tax (2005-06) (Appeal),Bharatpur

Rajasthan Entry Tax 55,027 Commissioner, Trade Tax (2006-07) (Appeal),Bharatpur

Rajasthan Entry Tax 15,019 Commissioner, Trade Tax (2007-08) (Appeal),Bharatpur

Rajasthan Entry Tax 1,02,257 Commissioner, VATAct (2008-09) (Appeal),Bharatpur

Rajasthan Entry Tax 97,366 Commissioner, VATAct (2009-10) (Appeal),Bharatpur

Rajasthan Entry Tax 89,865 Hon''ble High VATAct (2010-11) Court,Jaipur

Rajasthan Entry Tax 59,157 Hon''ble High VATAct (2011-12) Court, Jaipur

U.P.VatAct Sales Tax 111,394 Dy.Commissioner, (2009-10) Agra

U.P.VatAct Entry Tax 20,363 Dy.Commissioner, (2008-09) Agra

ESIAct ESI (2004-05) 1,05,241 Civil Court, Agra

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our Audit and in the immediately preceding financial year.

11. According to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not borrowed any amount from any financial institution or debenture holder.

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

13. The provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company as the company is not a chit fund ora Nidhi/mutual benefit fund/society.

14. The provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company as the company is not dealing in or trading in shares, securities, debentures and otherinvestments.

15. To the best of our information the Company has not given any guarantee for loans taken by others from bankorfinancial institutions.

16. During the year company has raised Corporate Term Loan from Bank. According to information and explanations given to us and the records of the Company examined by us, the term loan taken by the Company has been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the books of accounts of the Company, we report that no funds raised on short-term basis have been used for long-term investments.

18. According to the information and explanations given to us the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, during the year no fraud on or by the Company has been noticed or reported, during the course of our audit.

FOR DOOGAR & ASSOCIATES Chartered Accountants (Firm Reg NO-000561N)

Place: Agra (CA. UDIT BANSAL) Dated: 30.05.2014 Partner M. No.401642

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Mar 31, 2013

Report on the Financial Statements

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

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

Auditor''s Responsibility

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

(Referred to in Paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date on the accounts of Pee Cee Cosma Sope Limited for the year ended 31 st March, 2013)

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

(b) The Company has a phased program of physical verification of its fixed assets which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. (a) The inventory, except material lying with the third parties has been physically verified by the management during the year.

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

(c) In our opinion Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts.

3. (a) According to information and explanation given to us, the Company has not granted any loan secured or unsecured to any party covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly provisions of clause 4 (iii) (b) (c) (d) of the order are not applicable to the Company

(b) According to information and explanation given to us the Company has not taken any secured or unsecured loans, from parties covered in the register maintained under section 301 of the companies Act, 1956 accordingly provisions of sub clause (f) to (g) of clause 3 are not applicable to the company.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control systems commensurate with the size of the Company and nature of its business with regard to the purchase of inventory and fixed assets and also for the sale of goods & services. Further on the basis of our examination of the books of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

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

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in to the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of Rs 5 Lacs in respect of any party during the year, have generally been made, other than the transaction for which comparable prices are not available at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the Company has an internal audit system commensurate with the size & nature of its business.

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

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax , Sales tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of balance sheet for a period exceeding six months from the date they become payable.

(b) According to the information & explanations given to us and as per the books and records examined by us, there are no dues of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax , Sales tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues which have not been deposited on account of any dispute .except the following, along with the forum where dispute is pending:

Name of Nature of the Amount Forum where the Statue dues (Rs.) dispute is Pending

M.P Land Land 14,03,603 Court of Collector, Revenue Act, Conversion Bhind(M.P.) 1959 Charge

Income Tax Act Income Tax 59,591 ACIT, Range 4 (A.Y.2007-08) Agra

Income Tax Act Income Tax 10,22,380 Income Tax (A.Y.2009-10) Appellate Tribunal, Agra

Income Tax Act Income Tax 16,81,840 AICT, Range 4 (A.Y.2007-08) Agra

Income Tax Act Income Tax 20,84,290 Income Tax (A.Y.2009-10) Appellate Tribunal, Agra

Income Tax Act Income Tax 17,79,350 CIT (Appeal) II (A.Y.2010-11) Agra

Income Tax Act Income Tax 26,77,310 CIT (Appeal) II (A.Y.2010-11) Agra

Central Excise Excise Duty 15,38,544 Addl Comm. (2007-08 to Central Excise 2010-11) Kanpur

Central Excise Excise Duty 18,88,86,000 CESAT, New (Jan 2002 to Delhi (Refer Feb 2006) note no.29)

Sales Tax UP. Trade 2,25,000 High Court, Tax (1995-96) Allahabad

Sales Tax Central Sales 1,60,710 High Court, Tax (1995-96) Allahabad

Sales Tax Rajasthan Trade 68,452 Rajasthan Kar Tax (2000-01) Board, Ajmer

Sales Tax Rajasthan Trade 19,659 Comm. (Appeal), Tax (2005-06) Bharatpur

Sales Tax Rajasthan Trade 55,027 Comm. (Appeal), Tax (2006-07) Bharatpur

Sales Tax Rajasthan Trade 15,019 Comm. (Appeal), Tax (2007-08) Bharatpur

Sales Tax Rajasthan Trade 1,02,257 Comm. (Appeal), Tax (2008-09) Bharatpur

Sales Tax Rajasthan Trade 97,366 Comm. (Appeal), Tax (2009-10) Bharatpur

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our Audit and in the immediately preceding financial year.

11. According to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not borrowed any amount from any financial institution or debenture holder.

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

13. The provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company as the company is not a chit fund or a Nidhi/mutual benefit fund/society.

14. The provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company as the company is not dealing in or trading in shares, securities, debentures and other investments.

15. To the best of our information the Company has not given any guarantee for loans taken by others from bankorfinancial institutions

16. To the best of our information and explanation given to us, no term loans have been raised by the company during the year.

17. According to the information and explanations given to us and on an overall examination of the books of accounts of the Company, we report that no funds raised on short-term basis have been used for long-term investments.

18. According to the information and explanations given to us the Company has made allotment of 12% Non Cumulative Compulsorily Redeemable Preference Shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 on 15.10.2012, in terms of Scheme of Arrangement as approved by the Hon''ble High Court of Allahabad.

19. The Company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, during the year no fraud on or by the Company has been noticed or reported, during the course of our audit.



FOR DOOGAR & ASSOCIATES Chartered Accountants

Firm Reg No. 000561N

(CA. UDIT BANSAL)

Partner

M.No. 401642



Place: Agra

Dated : 29th May, 2013

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Mar 31, 2010

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

2. We conducted our audit in accordance with 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 statement. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) 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, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Furtherto our comments in the Annexure referred to in paragraph 3 above, we report that:

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

(b) in our opinion, proper books of 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, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub-section [3C] of Section 211 of the Companies Act, 1956;

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

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2010;

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

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



ANNEXURE TO AUDITORS REPORT



(Referred to in Paragraph 3 of our Report of even date on the accounts of Pee Cee Cosma Sope Limited for the year ended 31 st March, 2010)

1. (a) The Company has maintained proper records

to showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has a phased program of physical verification of its fixed assets which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) During, the year Company has disposed of Land, Building and Misc Assets of Rudrapur unit at Pantnagar, Uttranchal for a consideration of Rs. 1150 iacs. However such disposal does not affect the going concern assumption as all operating assets have been re-lnstalled/replaced at their Malanpur unit.

2. (a) The inventory, except material lying with the third partios has been physically verified by the management during the year.

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

(c) In our opinion Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts.

3. (a) The Company has not granted any loan to a Company covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly provisions of clause 4 (iii) (b) (c) (d) of the order are not applicable to the Company

(b) Company has taken unsecured loan from one company covered in the register maintained under section 301 of the Companies Act, 1956.

The maximum amount involved during the year was Rs. 72.56 Lac and the Year end balance is Rs. NIL.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loan has been taken from a company covered in the register maintained under section 301 of the Companies Act, 1956, prima facie are not prejudicial to the interest of the company.

(d) There is no overdue amount of loan taken from a company covered in the register maintained undersection 301 of the Companies Act, 1956.

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 nature of its business with regard to the purchase of inventory and fixed assets and also for the sale of goods & services. Further on the basis of our examination of the books of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

5. (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion, and according to the information and explanations given to us the transactions made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. In our opinion, the Company has an internal audit system commensurate with the size & nature of its business.

8. The Central Government has prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the same.

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax , Sales tax, Service tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year and there are no undisputed statutory dues outstanding as on the date of balance sheet for a period exceeding six months from the date they become payable.

(b) According to the information & explanations given to us and as per the books and records examined by us, there are no dues of Income Tax, Sales tax, Excise duty, Custom duty, Wealth Tax, Service Tax and Cess which have not been deposited on account of any dispute, except the following, along with the forum where dispute is pending:

Name of Nature of Amount Forum where the Statue dispute is Pending

M.P Land Land 14,03,603.00 Court of Collector, Revenue Act, Conversion Bhind(M.R) 1959 Charge

Service Tax Act Service Tax 294439.00 Deputy Commissioner Central Excise (Gwalior)

Service Tax Act Service Tax 33192.00 Commissioner(A) Central Excise (Indore)

10. The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company has not borrowed any amount from any financial institution or debenture holder.

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

13. The provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company as the company is not a chit fund or a Nidhi/mutual benefit fund/society.

14. The provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company as the company is not dealing in or trading in shares, securities, debentures and other investments.

15. To the best of our information the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. To the best of our information, the term loans have been applied for the purpose for which the Company has obtained them.

17. According to the information and explanations given to us and on an overall examination of the books of accounts of the Company, we report that no funds raised on short-term basis have been used for long-term investments.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

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

21. According to the information and explanations given to us, during the year no fraud on or by the Company has been noticed or reported, during the course of our audit.

FOR DOOGAR & ASSOCIATES

Chartered Accountants

Firm Reg No. 000561N

(CA. UDIT BANSAL)

Place : Agra Partner

Dated : 31st July, 2010 M.No. 401642