Auditor Report of Raama Paper Mills Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of RAMA PAPER MILLS LIMITED, KIRATPUR, DISTT. BIJNOR ("Company") which comprise the Balance sheet as at 31 March 2015, 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

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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 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 financial statements are free from material misstatements.

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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), 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 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 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 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, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of section 164 (2) of the Act, and

f. 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 as referred to in Note 32 to the financial statements.

(ii) The company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required 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.

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our report to the members of RAMA PAPER MILLS LIMITED, KIRATPUR, DISTT. BIJNOR ('the Company') for the year ended 31 March 2015. We report that:

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

(b) According to the information and explanations given to us, physically verification of fixed assets have been carried out by the management and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the company and nature of its assets.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to information and explanations given to us, the company has maintained proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification as compared to book records.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us, there is 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 and services. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public.

(vi) The Cost record has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. 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 not, however, carried out a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the records of company and information and explanation to us, the company is regular in depositing undisputed statutory dues including, provident fund employees' state insurance, income-tax, sales- tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities during the year. There is no undisputed amounts payable, as at 31.03.2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, value added tax, wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of sales tax and service tax have not been deposited by the Company on account of disputes:

Name of the statute Amount (In Forum where dispute is pending Rs.)

Trade Tax 3061083.00 Appellate Tribunal, Moradabad

Service Tax 1683603.00 Customs, Excise & Service Tax Appellate Tribunal

(c) According to the information and explanations given to us there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provision of the companies act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) The company has no accumulated losses and has incurred cash losses in such financial year and has not incurred cash losses in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to banks of Rs.140.45 lacs of principal and Rs.39.54 lakhs towards interest as on 31.03.2015.

(x) In our opinion, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) In our opinion, no term loan has been raised during the year.

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

For SHIAM & CO.,

Chartered Accountants,

Registration No.000030C

Sd/-

Ajay Kumar Jain

Dated: 30.05.2015 PARTNER

Place: Muzaffarnagar Membership No. 071220

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Mar 31, 2014

We have audited the accompanying financial statements of RAMA PAPER MILLS LIMITED, KIRATPUR, DISTT. BIJNOR ("Company") which comprise the Balance sheet as at 31 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 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 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, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), 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 Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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. (i) In respect of fixed assets:

(a) The Company has maintained records showing full particulars including quantitative details and situation of fixed assets however the fixed assets register is not upto date.

(b) As explained to us, the fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business. No Material discrepancies were noticed on such verification.

(c) During the year, the Company has not made any substantial disposals of fixed assets.

(ii) In respect of inventories:

(a) As explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

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

(a) The Company has not granted any loan secured and unsecured to any company, firm, or other parties covered under register maintained u/s 301 of Companies Act 1956.

In view of clause (iii) (a) above, the clause (iii) (b),(iii) (c) and (iii) (d) are not applicable.

(b) The Company had taken loan from one parties. The maximum amount involved during the year was Rs 433.00 Lacs and the year-end balance of loans taken from such parties was Rs.433.00 Lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions of loans taken by the company are not, prima facie, prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal amounts and interest as stipulated.

(e) There is no overdue amount in respect of loans taken by the company.

(iv) In our opinion and according to the information and explanations given to us, there is 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 and services. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of transactions covered u/s 301 of the Companies Act, 1956: -

(a) According to the information and explanations give to us, we are of the opinion that the particulars of contracts or arrangements have been entered in the register maintained under that section.

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

(vi) According to the information and explanations given to us, the company has complied with the provisions of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public.

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

(viii) As informed by the management, cost records for the year are under preparation.

(ix) In respect of statutory dues: -

(a) According to the records of company and information and explanation to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income-tax, Trade-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with appropriate authorities during the year. Except Water Cess Rs. 1.59 lacs there is no undisputed amounts payable, as at 31.03.2013 for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us, there is no undisputed amount payable in respect of dues of income tax wealth tax, Trade Tax , Customs duty, Service Tax, Custom Duty, Excise Duty, cess which have not been deposited on account of any dispute.

(c) According to information and explanations given to us, the disputed dues in respect of Trade Commercial is as under :-

NAME AMOUNT FORUM WHERE IS DISPUTE IS PENDING STATUTE

Trade Tax 3061083.00 Appellate Tribunal, Moradabad.

Service Tax 1683603.00 Customs, Excise & Service Tax Appellate Tribunal

(x) The company has accumulated losses as at 31.03.2013 and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, there is no default in repayment of dues to bank as the bank has restructured the term loan as well as working capital loan.

(xii) In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provision of clause 4(xii) of the Companies (Auditors'' Report) Order, 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the company.

(xiii) In our opinion, the company is not a chit fund or nidhi mutual benefit fund/ society. Therefore the provision of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provision of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the company.

(xv) In our opinion, the Company has not given any guarantee for loans taken by others from bank.

(xvi) In our opinion, no term loan have been raised during the year

(xvii) According to the Cash Flow Statement and records examined by us and according to information and explanations given to us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investments.

(xviii) According to information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to information and explanation given to us, the company has not issued any debentures during the year.

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

(xxi) According to information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For SHIAM & CO., Chartered Accountants, Registration No.000030C

Sd/- Ajay Kumar Jain Place: Muzaffarnagar PARTNER Date: 30.05.2014 Membership No. 071220

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Mar 31, 2012

We have audited the attached Balance Sheet of RAMA PAPER MILLS LIMITED, KIRATPUR, DISTT. BIJNOR as on 31st March, 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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, as amended by Companies (Auditors Report) (Amend- ment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4-A) of Companies Act, 1956 we give in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

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

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

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

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

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to and read together with notes on accounts, accounting policies and additional information given in Schedule No. 19, give the information required by the Companies Act,1956,in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

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

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our report of even date)

(i) In respect of fixed assets:

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

(b) As explained to us , the fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business. No Material discrepancies were noticed on such verification.

(c) During the year, the Company has not made any substantial disposals of fixed assets.

(ii) In respect of inventories:

(a) As explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

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

(a) The Company has not granted any loan secured and unsecured to any company, firm, or other parties covered under register maintained u/s 301 of Companies Act 1956. In view of clause (iii) (a) above, the clause (iii) (b),(iii) (c) and (iii) (d) are not applicable.

(b) The Company had taken loan from four parties. The maximum amount involved during the year was Rs. 543.00 Lacs and the year-end balance of loans taken from such parties was Rs. 543.00 Lacs.

(c) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions of loans taken by the company are not, prima facie, prejudicial to the interest of the Company.

(d) The Company is regular in repaying the principal amounts and interest as stipulated.

(e) There is no overdue amount in respect of loans taken by the company.

(iv) In our opinion and according to the information and explanations given to us, there is 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 and services. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of transactions covered u/s 301 of the Companies Act, 1956: -

(a) According to the information and explanations give to us, we are of the opinion that the particulars of contracts or arrangements have been entered in the register maintained under that section.

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

(vi) According to the information and explanations given to us, the company has complied with the provisions of section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. In our opinion and according to the information and explanations given to us, there is no default in repayment of dues to bank as the bank has restructured the term loan as well as working capital loan.

(viii) As informed by the management, cost records for the year are under preparation.

(ix) In respect of statutory dues:-

(a) According to the records of company and information and explanation to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with appropriate authorities during the year. There is no undisputed amounts payable, as at 31.03.2012 for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us, there is no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty, cess which have not been deposited on account of any dispute.

(c) According to information and explanations given to us, the disputed dues in respect of Trade Commercial is as under:

NAME AMOUNT FORUM WHERE IS DISPUTE IS PENDING STATUTE Trade Tax 587629.00 Appellate Tribunal, Moradabad.

tTrade Tax 184200.00 Deputy Commissioner, Nazibabad.

Trade Tax 242400.00 Joint Commissioner, Bijnor.

Service Tax 1683603.00 Customs, Excise & Service Tax Appellate Tribunal

(x) The company has no accumulated losses as at 31.03.2012 and it has not incurred any cash losses during the current financial year covered by our audit but has incurred cash losses during the preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, there is no default in repayment of dues to bank as the bank has restructured the term loan as well as working capital loan.

(xii) In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provision of clause 4(xii) of the Companies (Auditors' Report) Order, 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the company.

(xiii) In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore the provision of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provision of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the company.

(xv) In our opinion, the Company has not given any guarantee for loans taken by others from bank.

(xvi) In our opinion, no term loan have been raised during the year

(xvii) According to the Cash Flow Statement and records examined by us and according to information and explanations given to us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investments.

(xviii)According to information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to information and explanation given to us, the company has not issued any debentures during the year.

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

(xxi) According to information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.



For SHIAM & CO. Chartered Accountants, Registration No.000030C

Sd/- Rajesh Kumar Jain PARTNER Membership No. 073352

Place: Muzaffarnagar Dated: 30 - 6 - 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of RAMA PAPER MILLS LIMITED, KIRATPUR, DISTT, BUNOR as on 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Row statement for the. year ended on that date. These financial statements are the responsibility of the Company's Management Our responsibiiity 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 tree of material misstatement. An audit includes examining, on a test baste, 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 opinton.

1. As required by the Companies (Auditors' Report) Order, 2003, as amended by Companies (auditors Report) (Amend- ment)' Order; 2004 issued by the Central Government of India in terms of Section 22? (4A) of Companies Act, 1956 we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

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

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

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

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

(iv) in our opinion, the Balance Sheet, Profit & Less Account and Cash Row Statement dealt with by this report Comply with the accounting standards referral to In sub-section 3(C) of section 211 of the Companies Act, 1956;

(v) On the basis of 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 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (i) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to and read together with notes on accounts, accounting policies and additional information given In Schedule No. 19, give the information required by the Companies Act, 1956, in the mariner so required and give a true and fair view in conformity with the accounting principles generatiy accepted in India;

(a) in the case of the Balance Sheet, ot the state of affairs of the Company as at 31st March, 2011; and

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

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

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 1 of our report of even date)

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

(b) As explained to us , the fixed assets have been physically verified by the management during She year, In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of Its business. No Material discrepancies were noticed on such verification.

(c) During me year, the Company has not made any Substantias disposats Of fixed assets.

(ii) In repect of Investories

(a) As explained to us, inventories have been physically verified during the year by the management, In ear opinion, the frequency of verification is reasonable.

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

(c) in our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories, "The discrepancies noticed on vetificaitton between the physical stock and the book records were not material.

(iii) In respect of loans, secured or unseated, granted/taken by the company to or from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956;

(a) The Company has not granted any toan secured and unsecured to amy company, firm, or other parties covered under register maintained u/s 301 of Companies Act 1956.

In view of clause (iii) (a) above, the clause (iii) (b),(iii) (c) and (iii) (d) are not applicable.

(b) The Company had taken loan from four parties. The maximum amount involved during the year was Rs 196.00 Lacs and the year-end balance of bans taken from such parties was Rs. 153.00 Lass.

(c) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions of loans taken by the company are not, prima facie, prejudicial to the interest of the Company.

(d) The Company is regular In repaying the principal amounts and interest as stipulate.

(e) There is no overdue amount in respect of loans taken by the company.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal central system commensurate with the size of the company and the nature of its business, for the purchase of inventory andfixed assets and for the sals of goods and services. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of transactions covered u/s 301 of Wis Companies Act, 1956: -

(a) According to the information and explanations give to us, we are of the opinion that the particulars of contracts. or arrangements have been entered in the register maintained under that section.

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

(vi) According to the information and explanations givers to us, the company has complied with the provisions of Section 58 A and 58 M of the Companies Act, 1956 and the rules framed there under with regard to the deposits accepted from the public,

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

(viii) As informed by the management, cost records for the year are under preparation.

(ix) In respect of statutory dues:

(a) According to the record of company and information and explanation to us, the company is regular in depositing undisputed statutory dues including Provident fund, Investor Education and (Protection fund, Employee State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other stotutory dues with appropriate authorities during the year. There is no undisputed amounts payable, as at 31.03.2011 for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us, there is no dues of Sates Tax, Income Tax, Custom Duty, Wealth tax- Service Tax, Excise Duty, Cess which have not been deposited an account of any dispute.

(x) The company has no accumulated losses; as at 31.03.2011 and It has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to bank amounting to Rs. 965.62 lacs.

(xii) In our opinion, the company has not granted any tears and advances an the basis of security by way of pledge of shares, debentures and other securities, Therefore the provision of dause 4(xii) of the Companies (Auditors' Report) Order, 2003, as amended by Companies. (Auditors Report:) (Amendment) Order, 2004 are not applicable to the company.

(xiii) In our opinion, the company is not a chit fund or nidhi mutoai benefit fund/ society, Therefore the provision of dause 4(xiii) of the Comparities (Auditors' Report) Order, 2GG3; as amended by Compare (Auditors Report) (Amendment) Order, 2004 are not applicabte to the company.

(xiv) In our opinion, the company is not dealing or tradingin shares, securities, debentures and other Investments. Therefore the provision of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the company.

(xv) In our opinion, the Company has not given any guarantee for loans taken by others from bank,

(xvi) According to the information and explanations given to us, term loan availed by the company were, prima fade applied by the company during the year for the purpose for which loans were obtained,

(xvii) According to the Cash Flow Statement and records examined by us and according to information and explanations given to us, on an overall basis, funds raised on short-term basis have, prima fade; not been used during the year for long-term investments.

(xviii) According to information and esspteriafjon given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to information and explanation given to us, the company has not issued any debentures during the year.

(xx) According to information and explanation given to us, the company has not raised any monay from public issue during the year.

(xxi) According to information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

Far SHIAM & CO. Chartered Accountants, Registration No. 000030C

Dated: 22-6-2011 Rajesh Kumar Jain Place : Kiratpur PARTNIR M.No.075352