Auditor Report of Raama Paper Mills Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of RAAMA PAPER MILLS LIMITED (FORMERLY RAMA PAPER
MILLS LIMITED)(âthe Companyâ), which comprise the Balance Sheet as at 31^st March 2025, and the Statement of Profit
and Loss (including Other Comprehensive Income), the Statement of Cash Flows, the Statement of Changes in Equity for
the year then ended, notes to the financial statements including a summary of material accounting policies and other
explanatory information (hereinafter referred to as the financial statements).

In our opinion and to the best of our information and according to the explanations given to us, except for possible effects
of the matters described in the ''Basis for Qualified Opinion'' section of our report, the aforesaid financial statements give
the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India,
of the state of affairs of the Company as at 31^st March, 2025, and its loss, total comprehensive income, its cash flows and
changes in equity for the year ended on that date.

1. Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the
"Auditor''s Responsibilities for the Audit of the Financial Results" section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Basis for Qualified Opinion

(i) The company has not provided interest of Rs. 444.81 Lakhs from 08/06/2024 to 31/03/2025 payable
on 2 secured Inter Corporate Deposit. Company has provided interest on these deposits till date of
appointment of IRP i.e. 7th, June, 2024. Had the company provided this interest the Loss for the
Year would have increased by Rs.444.81 Lakhs and accumulated losses would have increased by
Rs. 444.81 Lakhs (Refer Note 46).

(ii) No Physical Verification of Property, Plant & Equipment has been carried out during the year effect
of this non-physical verification is unascertainable (Refer Note 47).

(iii) The company has not bifurcated its trade payables into categories such as those due to Micro, Small
and Medium Enterprises (MSMEs) and others. This is a non-compliance with the disclosure
requirements mandated under Section 22 of the Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006 read with Schedule III of the Companies Act, 2013. The company is required to
identify and disclose separately the amounts payable to MSMEs to ensure transparency and
statutory compliance.

(iv) Due to this non bifurcation we are unable to comment whether any interest was to be provided on
overdue as per the MSME Act Amount unascertainable (Ref Note No 48.1).

(v) The company has not complied with the requirement to file MSME-1, the half-yearly return mandated
under Section 405 of the Companies Act, 2013, as per the Ministry''s Order dated 22 January 2019.
This form, now furtherclarified and expanded under the MCA''s updated portal (V3), must be filed by
companies that engage suppliers registered as Micro or Small Enterprises and delay payments
beyond 45 days. The failure to submit MSME-1 for the financial year 2024-25 constitutes a
non-compliance under the Companies Act and associated notifications (Ref Note No 48.2).

Material Uncertainty Related To Going Concern

As on 31st March, 2025, the company has accumulated losses of Rs. 6,634.76 lakhs and incurred Net Loss 1644.36
lakhs during the year ended 31st March,2025 respectively, and as of that date the company''s current liabilities
exceeded its Total assets by RS. 2905.64 lakhs. The company has negative net worth of Rs. 4500.98 lakhs as on
31st March,2025. This indicates that a material uncertainly exists that may cast significant doubt on the company''s
ability to continue as a Going Concern. NCLT vide order dated 07th June, 2024 has appointed the Insolvency
Resolution Professional (IRP). IRP has invited Expression of Interest for resolution plan for the company & company''s
ability to operate as Going Concern depends upon the resolution plans which have been invited. Accordingly, the
Financial Results has been prepared on Going Concern Basis.

Our opinion is not modified in respect of this matter.

Please Refer Note No.43.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. We have determined that there are no key audit matters to communicate
in our report.

Information Other than the Financial Statements and Auditorâs Report thereon

The Board of Directors are suspended as per provisions of the IBC code 2016, who were responsible for the other
information. The other information comprises the information included in the Management Discussion and Analysis,
Board''s Report including Annexure to Board''s Report, but does not include the financial statements and our auditor''s
report thereon. The other information is expected to be made available to us after the date of this auditor''s report.
Resolution Professional has been appointed by the Adjudicating Authority after petition of Financial Creditors being
admitted on 07^th June 2022.

Our opinion on the financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified
above, when it becomes available, and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.

When we read the other information, if we conclude, that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance as required under SA 720 âThe Auditor''s responsibilities
Relating to Other Information''.

Managementâs Responsibility for the Financial Statements

accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, Management and Board of Directors are responsible for assessing the
Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process. In the present
scenario the Resolution Professional (RP) has been assigned the powers of Board of Directors and is taking care of
the financials and management of the company under guidance of COC as formed by Honarable NCLT, Prayagraj,
Uttar Pradesh.

Auditorâs Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls system in place
and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Management and Board of Directors.

â¢ Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable,related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government in
terms of sub-section (11) of Section 143 of the Act, we give in Annexure Aa statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a. We have sought and except for the matters described in the Basis for Qualified Opinion paragraph, obtained
all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit.

b. Except for the matters described in the Basis for Qualified Opinion paragraph,In our opinion, proper books
of account as required by law have been kept by the Company so far as it appears from our examination of
those books.

c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income) the
Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement
with the relevant books of account.

d. Except for the matters described in the Basis for Qualified Opinion paragraph,In our opinion, the aforesaid
financial statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of
the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

e. The matter described under the Basis of Qualified Opinion section above, may, in our opinion have an
adverse effect on the functioning of the Company.

f. On the basis of the written representations received from the directors as on 31^stMarch, 2025, none of the
directors is disqualified as on 31^st March, 2025 from being appointed as a director in terms of Section
164(2) of the Act.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate report in Annexure B. Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s
internal financial controls with reference to financial statements.

h. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanation given to us,the remuneration
paid/provided by the Company to its directors during the year is in accordance with the provisions of section
197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197 (16) of
the Act, which are required to be commented upon by us.

i. 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:

â¢ The Company has disclosed the impact of pending litigations as at 31^st March, 2025 on its financial
position in its financial statements -Refer Note No- 29 of financial statements.

â¢ The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses during the year ended 31^st March 2025.

â¢ There were no amounts which were required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended 31^st March, 2025.

â¢

i. The Management / RP has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person or entity, including foreign entity (âIntermediariesâ),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any
guarantee, security or the like onbehalf of the Ultimate Beneficiaries;

ii. The Management / RP has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been receivedby the
Company from any person or entity, including foreign entity (âFunding Partiesâ), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified In any manner
whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ)or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

iii. Based on the audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a)and (b)
above, contain any material misstatement.

â¢ Based on our examination, which included test checks, the Company has used accounting software
for maintaining its books of account for the financial year ended 31^st March, 2025 which did not have
audit trail feature from 01^st April''2024 to 31^st January 2025. With effect from 01^thFeburary ''2025
accounting software has a feature of recording audit trail (edit log) facility and the same has operated
throughout the period from 01-02-2025 to 31-03-2025 for all relevant transactions recorded in the
software. Further, during the course of our audit we did not come across any instance of the audit
trail feature being tampered with w.e.f. 01-02-2025 & Audit Trail has been preserved for the period
01-02-2025 to 31-03-2025.

[Also Refer Note 48.3]

â¢ The Company has not paid or declared dividend during the year and until the date of this report.

Place: New Delhi For Jagdish Chand & Co.

Date: 06.09.2025 Chartered Accountants

ICAI Firm Regn No. 000129N

Sd/-

CA Abhinav Anand
Partner
M No. 529197
UDIN: 25529197BMLDGQ3490

Mar 31, 2024

We have audited the accompanying financial statements of RAAMA PAPER MILLS LIMITED (FORMERLY
RAMA PAPER MILLS LIMITED)(âthe Companyâ), which comprise the Balance Sheet as at 31^st March 2024, and
the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows, the
Statement of Changes in Equity for the year then ended, notes to the financial statements including a summary of
material accounting policies and other explanatory information (hereinafter referred to as the financial statements).

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 Companies Act, 2013 (âthe Actâ) in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2024, and its loss, total
comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs
Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the
Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our opinion on the financial statements.

Material Uncertainty Related To Going Concern

As on 31st March, 2024, the company has accumulated losses of ? 3,823.10 lakhs and incurred Net Loss of ? 1948.32
lakhs during the year ended 31st March, 2024, and as of that date the company''s current liabilities exceeded its
Currents Assets by ? 6,443.79 lakhs. The company has negative net worth of ?. 1,856.63 lakhs as on 31st March,
2024. Post Balance Sheet Date two Secured Creditors who have given Secured Inter Corporate Deposits to the
Company have filed petition before National Company Law Tribunal (NCLT), Allahabad Bench under Section 7 of
The Insolvency and Bankruptcy Code, 2016 to initiate Corporate Insolvency Resolution Process, appointment of
Insolvency Resolution Professional and declare a moratorium in respect of all actions set forth in Section 14 of the
Insolvency and Bankruptcy Code, 2016.

NCLT has issued Notice to the Company seeking response. The matter is pending before NCLT. This indicates that
a material uncertainly exists that may cast significant doubt on the company''s ability to continue as a Going
Concern. The management of the Company is taking steps to make company profitable and is also evaluating
methods to induct capital in the Company. Accordingly, the Financial Results has been prepared on Going Concern
Basis.

Please Refer Note No.42 & 43.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Information Other than the Financial Statements and Auditorâs Report thereon

The Company''s Management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexure
to Board''s Report, but does not include the financial statements and our auditor''s report thereon. The other
information is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.

Managementâs Responsibility for the Financial Statements

The Company''s Management and Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, cash flows and changes in equity of the Company in
accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibility for the Audit of the Financial Statements

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Management and Board of Directors.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government
in terms of sub-section (11) of Section 143 of the Act, we give in Annexure A a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit, 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 Income) the Statement
of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the
relevant books of account.

d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind AS)
prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015,
as amended.

e. On the basis of the written representations received from the directors as on 31^stMarch, 2024 taken on record
by the Board of Directors, none of the directors is disqualified as on 31^st March, 2024 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 with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate report in Annexure B. Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s
internal financial controls with reference to financial statements.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanation given to us, the
remuneration paid/provided by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under
section 197 (16) of the Act, which are required to be commented upon by us.

h. 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 as at 31^st March, 2024on its financial
position in its financial statements -Refer Note No- 29 of financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses during the year ended 31^st March 2024.

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection
Fund by the Company during the year ended 31^st March, 2024.

iv. (a)The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person or entity, including foreign entity (âIntermediariesâ), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person
or entity, including foreign entity (âFunding Partiesâ), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified In any manner whatsoever by or on behalf of the Funding Party (âUltimate
Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under (a)and (b) above, contain any material
misstatement.

v. Based on our examination, which included test checks, the Company has used accounting software
for maintaining its books of account for the financial year ended 31^st March, 2024 which did not have
audit trail feature from 01^st April''2023 to 07^th August 2023. With effect from 08^thAugust''2023 accounting
software has a feature of recording audit trail (edit log) facility and the same has operated throughout
the period from 08-08-2023 to 31-03-2024 for all relevant transactions recorded in the software. Further,
during the course of our audit we did not come across any instance of the audit trail feature being
tampered with w.e.f. 08-08-2023.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is not applicable for the financial year ended 31^st March, 2024.
[Also Refer Note 41.1]

vi. The Company has not paid or declared dividend during the year and until the date of this report.

Place: Bijnor (U.P.) For Jagdish Chand & Co.

Date: 04.06.2024 Chartered Accountants

ICAI Firm Regn No. 000129N

Sd/-

CA Abhinav Anand
Partner
M No. 529197

UDIN:24528197BKQFRK5157

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

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

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

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 Ãreasonable 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

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