Auditor Report of Richa Industries Ltd.

Mar 31, 2016

To the Members of

Richa Industries Limited

Report on the Standalone Financial Statements

1 We have audited the accompanying standalone financial statements of Richa Industries Limited(“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2 The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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.

Auditor''s Responsibility

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

4 We have taken into account the provisions of the Act and the rules made there-under including, 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.

5 We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6 An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8 In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9 As required by ''the Companies [Auditor''s Report] Order, 2016'', issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act [hereinafter referred to as “Order”], we give in the ''Annexure - A'', a statement on the matters specified in paragraph 3 and 4 of the Order.

10 As required by Section 143 (3) of the Act, we report that:

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31^stMarch,2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure-B'' and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements

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

Referred to paragraph 9 of the Independent Auditor''s Report of even date to the members of Richa Industries Limited on the standalone financial statement as of and for the year ended March 31, 2016.

(I) [a] The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

[b] The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

[c] The title deeds of the immoveable properties are held in the name of the Company, but the beneficiary interest lies with the bankers / lenders, with whom the same are mortgaged as security.

(ii) The inventory, including stocks with certain third parties, has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence the clauses (a), (b) and (c) of Para 3(iii) of the order are not applicable.

(iv) The Company has not granted any loans, made investments, given guarantees, or any other security during the year under consideration. Hence the Para 3(iv) of the order is not applicable.

(v) The Company has not accepted any Deposits from the public within the meaning of Sections 73 and 74 of the Act and the rules framed there under to the extent notified. Hence the Para 3(v) of the order is not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub-section (1) of Section 148 of the Act. And are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) [a] According to the information and examination provided to us and records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax and other statutory dues, as applicable, with the appropriate authorities.

[b] According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, or sales tax, or service tax or duty of customs or duty or duty of excise or value added tax as at 31^st March 2016 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of Dues	Amount (Rs.)	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act 1961 and rules made there under	Income Tax and other dues u/s 143(3) and 271(1)(C)	6,22,375.00	AY 2013-2014	CIT (A), Faridabad
		4,07,170.00	AY 2012-2013	CIT (A), Faridabad
		22,16,086.00	AY 2008-2009	Punjab & Haryana High Court, Chandigarh
		26,56,796.00	AY 2009-2010	ITAT New Delhi
		26,68,660.00	AY 2006-2007	ITAT New Delhi
		8,61,515.00	AY 2005-2006	ITAT New Delhi
		3,09,753.00	AY 2005-2006	CIT (A), Faridabad
Finance Act 1994 (Service Tax) and rules made there under	Under Sec 77, 78 and Rule 15(3)	1,32,01,385.00	FY 2008-12	CESTAT, New Delhi
Uttrakhand Sales Tax	Uttrakhand Sales Tax	4,80,000.00	2015-2016	Joint Commissioner (Appeal) Sales Tax Haldwani, Uttrakhand
U P Commercial Tax Act	U/s 55 of the Act and rules made there under	2,18,43,565.00	2015-2016	Additional Commissioner, Grade-II, Noida UP

(viii)According to the records of the Company examined by us and the information and explanations given to us, the Company has delayed in repayment of dues to the banks, the details of which are as follows:

Particulars	Amount of default as at the Balance Sheet Date (Rs.)	Period of Delay	Remarks, if any
(1) Indian Overseas Bank, Faridabad
Term Loan	2,71,18,496.00	Jan-16 to Mar-16	Includes Rs. 1,89,30,000/- on account of Pending Installments to be paid till March-16
Working Capital Loan	7,64,26,203.38	Feb-16 to Mar-16	Company has applied full convertibility of NFB to FB, pending approvals
(2) Corporation Bank, Faridabad
Term Loan	1,25,11,270.00	March-2016	Includes Rs. 1,20,00,000/- on account of Pending Installments to be paid till March-16

However, the Company has not taken any financial facilities from any financial institution or not issued any debentures in past, hence no default could be there to these as at the balance sheet date.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year under review. Hence the Para 3(ix) of the order is not applicable.

(x) During the course of our examination of the books and records of the Company, carried on in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, or by its officers or employees, or has been noticed or reported during the year, nor have we been informed of any such case by the Management.

(xi) The Company has paid managerial remuneration during the year under consideration and is in accordance with the requisite approvals mandated by the provisions of Section 197 read with the Schedule V of the Companies Act, 2013

(xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the order are not applicable to the Company.

(xiii)The Company has entered into transactions with the related parties in Compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xiv)The Company has made preferential allotment during the year under review and the requirements of Section 42 of the Companies Act, 2013 have been complied with. The amount has been used for the purpose for which the funds were raised. However, the Company has not made any private placement of shares or fully or partly convertible debentures, during the year under review.

(xv)The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

(xvi)The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934, Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

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

We have audited the internal financial controls over financial reporting of Richa Industries Limited (''the Company'') as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transaction and dispositions of the assets of the Company;

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

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

Inherent Limitations of internal Financial Control Over Financial Reporting

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

Opinion

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

For Vijay Singla & Associates

Chartered Accountants

(Firm''s registration number :018099N)

( CA Vijay Kumar Singla)

Place : Faridabad Partner

Date : May 30,2016 n Membership Number : 094033

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Mar 31, 2015

1 We have audited the accompanying standalone financial statements of Richa Industries Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2 The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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.

Auditor''s Responsibility

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

4 We have taken into account the provisions of the Act and the rules made there-under including, 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.

5 We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

6 An audit involves procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers 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 the accounting, policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

9 As required by ''the Companies [Auditor''s Report] Order, 2015'', issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act [hereinafter referred to as "Order"], and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

10 As required by Section 143 (3) of the Act, we report that:

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its 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 onlong-term contractsincluding 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

Referred to paragraph 9 of the Independent Auditor''s Report of even date to the members of Richa Industries Limited on the standalone financial statement as of and for the year ended March 31,2015.

(i) [a] The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

[b] The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(ii) [a] The inventory, including stocks with certain third parties, has been physically verified by the Management during the year.

In, respect to inventories lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

[b] In our opinion the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

[c] On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to Book records were not material.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms and other parties. Hence the clauses (a) and (b) of of para 3(iii) of the order are not applicable.

(iv) In our opinion, and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and nature of the business for the purchase of inventory and fixed assets and for the sale of the goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weakness in the aforesaid internal control system.

(v) The Company has not accepted any Deposits from the public within the meaning of Sections 73 and 74 of the Act and the rules framed there under to the extent notified.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub-section (1) of Section 148 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) [a] According to the information and examination provided to us and records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and other material statutory dues, as applicable, with the appropriate authorities.

[b] According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of sales tax including value added tax, duty of customs and duty of excise as at 315t March 2015 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount ('')

Income TaxAct 1961 Income Tax and other 4,07,170.00 and rules made dues u/s143(3) and thereunder 271(1)(c) 25,56,796.00

20.04.382.00

11.17.737.00

3.09.753.00

Name of the Statute Period to which the Forum where the amount relates dispute is pending

Income Tax Act 1961 AY 2012-13 CIT (A) Faridabad and rules made the under AY 2009-10 CIT(A) Faridabad

AY 2008-09 CIT(A) Faridabad

AY 2005-06 ITAT New Delhi

AY 2005-06 ITAT New Delhi

According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax, wealth tax and service tax which have not been deposited on account of any dispute.

[c] No amount is due / required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there-under for the year under consideration.

(viii) The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debentures holders as at the balance sheet date.

(x) In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantee given by the Company for loans taken by others from banks or financial institutions during the year are not prejudicial to the interest of the Company.

(xi) In our opinion, and according to the information and explanations given to us, the terms loans have been applied, on an overall basis, for the purpose for which they were obtained.

(xii) During the course of our examination of the books and records of the Company, carried on in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Vijay Singla & Associates Chartered Accountants Firm Registration Number: 018099N

CA Vijay Kumar Singla Date: May 29, 2015 Partner Place: Faridabad M.No 094033

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Mar 31, 2014

We have audited the accompanying financial statements of RICHA INDUSTRIES LIMITED ("the company"), which com- prise the Balance Sheet as at 31st March, 2014, the statement of Profit & 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 principles generally ac- cepted in India including Accounting Standard referred to in Section 211 (3C) of the Companies Act,1956 ("the Act") read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Sec.133 of the Companies Act 2013. This responsibility includes the designs, 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 mis- statement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in ac- cordance 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 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 risk of material misstatements 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 estimated 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 aforesaid financial state- ments give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Reports on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 & 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 it appears from our examination of those books.

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

d. In our opinion, the Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report com- ply with the accounting standards referred in sub section (3C) of Section 211 of the Companies Act 1956 read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Sec.133 of the Companies Act 2013.

e. On the basis of written representations received from the directors as on March 31 , 2014 and taken on records by the Board of Directors, none of the director is disqualified as on March 31,2014 from the being appointed as direc- tors in terms of Section 274(1)(g) of the Act.

ANNEXURE TO AUDITORS'' REPORT

(Annexure referred to in paragraph 1 under the heading "Report on other Legal and Regulatory Requirements" of our report of even date)

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

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

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

(ii) In respect of Inventories

(a) The inventory has been physically verified by the management at regular intervals during the year. In our opin- ion, the frequency of verification is reasonable;

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

(c) The Company has maintained proper records of inventory. As explained to us, there was no material discrepan- cies noticed on physical verification of inventory as compared to the books records;

(iii) (a) The company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Sec 301 of the Act. Accordingly Clause 3(b), 3(c) 3(d) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company;

(b) The Company has taken unsecured loan from company, firms, parties covered in register maintained under section 301 of the Act. The number of parties is two (Richa Building Systems Pvt. Ltd. Rs. 1792.15 Lac and Richa Holdings Ltd. Rs. 1044.34 Lac) amount involved is Rs. 2836.49 Lac. The Company has not taken any secured loan from company, firms, parties covered in register maintained under section 301 of the Act;

(c) Rate of interest is Nil and other terms and conditions of unsecured loans taken by the company, are not prima facie prejudicial to the interest of the company; and

(d) Repayment of principal amounting to Rs 780.74 Lacs (Two parties).

(e) Balance outstanding as on 31.03.2014 is Rs 2836.49 Lac (Two party),which is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any weakness in internal controls;

(v) (a) In respect of contracts or arrangements referred to in Section 301 of the Act all particulars have been entered in the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursu- ance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.500000/- (Rupees Five Lac Only) in respect of each party during the year have been made at prices which appear reasonable as per information available with the company;

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

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

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

(ix) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Educa- tion and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, Service Tax and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

(b) As per the records of the Company, the Company has no disputed dues of Sales Tax/Custom Duty/Excise Duty/ Service Tax/Education Cess / Wealth Tax / as on 31st March, 2014 except Income Tax detail of which are as under

Nature of Dues Assessment Demand Raised Forum where dispute is Year pending.

Income Tax 2005-06 Rs. 11,17,737/- The company has filed an u/s 143(3)/147 appeal before ITAT, New Delhi which is pending till date.

Income Tax 2010-11 Rs. 17,14,901/- The company has filed an U/s 143(3) appeal before CIT (Appeal), Faridabad Which is pending till date.

Income Tax 2011-12 Rs. 5,98,854/- The company has filed an u/s 143(3) appeal before CIT (Appeal), Faridabad which is pending till date

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

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, and debentures holders.

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

(xiii) In our opinion, the company is not a chit fund / nidhi / mutual benefit fund / societies. Therefore, the provisions of clause (xiii) of paragraph 4 of the Orders are not applicable to the Company.

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securi- ties, debentures, and other investments have been held by the Company in its own name.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

(xvi) The Company has not raised new terms loans during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment;

(xviii) The Company has made preferential allotment of shares to parties covered in the Register maintained under Sec- tion 301 of the Companies Act, 1956. In our opinion the price at which shares has been issued is not prejudicial to the interest of the company.

(xix) The Company has not issued any debentures;

(xx) The Company has not raised any money by way of public issue during the year under audit;

(xxi) In our opinion and according to the information and explanations given to us, no material fraud on or by the Com- pany has been noticed or reported during the year.

For Tayal & Co Chartered Accountants (Firm Registration No.001845N)

(CA R.A. Gupta) Partner Membership No 080997

Place : Faridabad Date : 30.05.2014

---

Mar 31, 2013

We have audited the accompanying financial statements of RICHA INDUSTRIES LIMITED ("the company"), which comprise the Balance Sheet as at 31st March, 2013, the Profit & Loss and the Cash Flow Statement for the year 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 principles generally accepted in India including Accounting Standard referred to in Section 211 (3C) of the Companies Act,1956 ("the Act"). This responsibility includes the designs, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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 risk of material misstatements 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 the management, as well as evaluating the overall presentation of the financial statements.

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

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

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

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

Reports on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India

in terms of of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 & 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 it appears from our examination of those books.

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

(d) in our opinion, the Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred in sub section (3C) of Section 211 of the Act.

(e) on the basis of written representations received from the directors as on March 31 , 2013 taken on records by the Board of Directors, none of the director is disqualified as on March 31, 2013 from the being appointed as directors in terms of Section 274(1)(g) of the Act.

Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date

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

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

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

(ii) In respect of Inventories

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

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

(c) The Company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the books records;

(iii) (a) The company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Sec 301 of the Act. Accordingly Clause 3(b), 3(c) 3(d) of the Companies (Auditors'' Report ) Order, 2003 are not applicable to the Company;

(b) The Company has taken unsecured loan from company, firms, parties covered in register maintained under section 301 of the Act. The number of parties is two (Richa Building Systems Ltd. Rs. 1602.50 Lac and Richa Holdings Ltd. Rs. 1353.74 Lac) amount involved is Rs. 2956.24 Lac. The Company has not taken any secured loan from company, firms, parties covered in register maintained under section 301 of the Act;

(c) Rate of interest is Nil and other terms and conditions of unsecured loans taken by the company, are not prima facie prejudicial to the interest of the company; and

(d) Repayment of principal amounting to Rs.431.26 Lacs (Two parties).

(e) Balance outstanding as on 31.03.2013 is Rs 2956.24 Lac (Two party),which is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any weakness in internal controls;

(v) (a) In respect of contracts or arrangements referred to in Section 301 of the Act all particulars have been entered in the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 excluding the value of Rs. 500000/- (Rupees Five Lac Only) in respect of each party during the year have been made at prices which appear reasonable as per information available with the company;

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

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

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

(ix) I n respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, Service Tax and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

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

(xi) Based on our audit procedures and according to the informal and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks and debentures holders;

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

(xiii) I n our opinion, the company is not a chit fund / nidhi / mutual benefit fund / societies. Therefore, the provisions of clause (xiii) of paragraph 4 of the Orders are not applicable to the Company;

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures, and other investments have been held by the Company in its own name;

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions during the year;

(xvi) The Company has raised new terms loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised;

(xvii) According to the information and explanations given to us an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment;

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Compaies Act, 1956;

(xix) The Company has not issued any debentures;

(xx) The Company has not raised any money by way of public issue during the year under audit;

( x x i ) I n our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Tayal & Co Chartered Accountants

(Firm Registration No. 001845N)

(CA R.A. Gupta)

Place : Faridabad Partner

Date : May 30, 2013 Membership No 080997

---

Mar 31, 2012

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

2 We conducted our audit in accordance with 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

3 As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order, to the extent applicable to the Company.

4 Further to our comments in Annexure referred to in paragraph (3) above, we report that:

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

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

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

e) On the basis of written representations received from the directors as on 31st March , 2012 and taken on records by the Board of Directors, we report that none of the director is disqualified as on 31st March, 2012 from the being appointed as directors in terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 principal generally accepted in India;

1 In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

2 In the case of Profit & Loss Account, of the profit for the year ended on the date; and

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

Annexure referred to in paragraph 3 of the auditors' report of even date to the Members of RICHA INDUSTRIES LIMITED, on the financial statements for the year ended 31st March, 2012, we report that:

(i) (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 in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification;

(c) No substantial part of fixed assets has been disposed during the year;

(ii) In respect of Inventories

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

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

(c) The Company is maintaining proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the books records;

(iii) (a) The company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Sec 301 of the Act. Accordingly Clause 3(b), 3(c) 3(d) of the Companies (Auditors' Report ) Order, 2003 are not applicable to the Company;

(b) The Company has taken unsecured loan from company, firms, parties covered in register maintained under section 301 of the Act. The number of parties is two (Richa Building Systems Ltd. Rs. 1169.50 Lac and Richa Holdings Ltd. Rs. 1259.89 Lac) amount involved is Rs. 2429.39 Lac. The Company has not taken any secured loan from company, firms, parties covered in register maintained under section 301 of the Act;

(c) Rate of interest is Nil and other terms and conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company; and

(d) Repayment of principal amounting to Rs.940.17 Lacs (Two parties).

(e) Balance outstanding as on 31.03.2012 is Rs 2429.39 Lac (Two party),which is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any weakness in internal controls;

(v) (a) In respect of contracts or arrangements referred to in Section 301 of the Act all particulars have been entered in the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of The Companies Act, 1956 aggregating during the year to Rs. 500000/- (Rupees Five Lac Only) or more in respect of each party;

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public, and hence, the directives issued by the Reserve Bank of India and provisions of Section 58A, and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vii) The Company has an internal audit system, the scope and coverage of which is commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of company's activities.

(ix) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, Service Tax and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable;

(b) As per the records of the Company, the Company has no disputed dues of Sales Tax/Custom Duty/Excise Duty/ Education Cess / Service Tax / Wealth Tax / as on 31st March, 2012 except Income Tax detail of which are as under :

Assessment Year Demand Raised Matter Pending 2006-07 Rs.3518816/- The company has filed an appeal before CIT (Appeal), u/s 143(3) Faridabad which is pending till date.

2008-09 Rs.1483680/- The company has filed application u/s 154 of the I.T. Act, u/s 143(1) 1961 which is not disposed off by the ACIT, Range-I, Faridabad.

2009-10 Rs.4205370/- The company has filed application u/s 154 of the I.T. Act, u/s 143(1) 1961 which is not disposed off by the ACIT, Range-I, Faridabad

2009-10 Rs.4088807/- The company has filed an appeal before CIT (Appeal), u/s 143(3) Faridabad which is pending till date.

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

(xi) The Company has not defaulted in repayment of dues to any financial institution or bank or debentures holder as on the Balance Sheet date;

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities;

(xiii) In our opinion, the company is not a chit fund / nidhi / mutual benefit fund / societies. Therefore, the provisions of clause (xiii) of paragraph 4 of the Orders are not applicable to the Company;

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures, and other investments have been held by the Company in its own name;

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions during the year;

(xvi) In our opinion and according to information and explanations given to us, term loans have been applied for the purpose for which the loans were obtained;

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investments;

(xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of Act, 1956;

(xix) The Company has not issued any debentures;

(xx) The Company has not raised any money by way of public issue during the year under audit;

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Tayal & Co

Chartered Accountants

(Firm Registration No. 001845N)

(CA R.A. Gupta)

Place : Faridabad Partner

Date : 30.05.2012 Membership No 080997

---

Mar 31, 2011

1 We have audited the attached Balance Sheet of RICHA INDUSTRIES LIMITED ("the company") as at 31st March, 2011, the Profit & Loss Account and the Cash Flow Statement for the year ended on the date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2 We conducted our audit in accordance with 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

3 As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order, to the extent applicable to the Company.

4 Further to our comments in Annexure referred to in paragraph (3) above, we report that:

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

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

c) the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

e) on the basis of written representations received from the directors as on 31st March , 2011 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March, 2011 from being appointed as directors in terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956;

f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 principal generally accepted in India;

1 in the case of Balance Sheet, the state of affairs of the Company as at 31st March, 2011;

2 in the case of Profit & Loss Account, the profit for the year ended on the date; and

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

Annexure to Auditors' Report

Annexure referred to in paragraph 3 of the auditors' report of even date to the Members of RICHA INDUSTRIES LIMITED, on the financial statements for the year ended 31st March, 2011, we report that:

(i) (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 in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification;

(c) no substantial part of fixed assets has been disposed off during the year;

(ii) In respect of Inventories

(a) the inventory has been physically verified by the management at regular intervals during the year. In our opinion, the frequency of verification is reasonable;

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

(c) the Company is maintaining proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the books records;

(iii) (a) The company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Sec 301 of the Act. Accordingly Clause 3(b), 3(c), 3(d) of the Companies (Auditors' Report ) Order, 2003 are not applicable to the Company;

(b) The Company has taken unsecured loan from company, firms, parties covered in register maintained under section 301 of the Act. The number of parties is two (Richa Building Systems Ltd. Rs. 1154.50 Lac and Richa Holdings Ltd. Rs. 962.50 Lac) amount involved is Rs. 2117 Lac. The Company has not taken any secured loan from company, firms, parties covered in register maintained under section 301 of the Act;

(c) Rate of interest is Nil and other terms and conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company; and

(d) Repayment of principal amounting to Rs.672.50 lac (Two parties).

(e) Balance outstanding as on 31.03.2011 is Rs.2117 Lac (Two party),which is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any weakness in internal controls;

(v) (a) In respect of contracts or arrangements referred to in Section 301 of the Act all particulars have been entered in the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of The Companies Act, 1956 aggregating during the year to Rs. 500000/- (Rupees Five Lac Only) or more in respect of each party;

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public, and hence, the directives issued by the Reserve Bank of India and provisions of Section 58A, and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vii) The Company has an internal audit system, the scope and coverage of which is commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of companys' activities.

(ix) I n respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, Service Tax and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable;

(b) As per the records of the Company, the Company has no disputed dues of Sales Tax/ Income Tax/ Custom Duty/Excise Duty/Education Cess / Service Tax / Wealth Tax / as on 31st March, 2011;

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

(xi) The Company has not defaulted in repayment of dues to any financial institution or bank or debentures holder as on the Balance Sheet date;

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities;

(xiii) I n our opinion, the company is not a chit fund / nidhi / mutual benefit fund / societies. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company;

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name;

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions during the year;

(xvi) In our opinion and according to information and explanations given to us, term loans had been applied for the purpose for which the loans were obtained;

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investments;

(xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of Act,1956;

(xix) The Company has not issued any debentures;

(xx) The Company has not raised any money by way of public issue during the year under audit;

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Tayal & Co Chartered Accountants (Firm Registration No. 001845N)

(CA R.A. Gupta) Partner Membership No 080997

Place : Faridabad Date : May 30, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Richa Industries Limited ("the company") as at March 31, 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on the date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor’s Report) Order 2003 (“the Order”), issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order, to the extent applicable to the Company.

4. Further to our comments in Annexure referred to in paragraph (3) above, we report that:

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

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

c) the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

e) on the basis of written representation received from the Directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2010 from being appointed as Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956;

f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and true and fair view in conformity with the accounting principles generally accepted in India;

1. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

2. in the case of Profit & Loss Account, of the profit for the year ended on the date; and

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

Annexure to Auditors Report

The Annexure referred to in paragraph 3 of the Auditors’ Report of even date to the Members of Richa Industries Limited, on the financial statements for the year ended 31st March 2010, we report that:

(i) (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 in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification;

(c) No substantial part of fixed assets, except the old obsolete machinery has been disposed off during the year;

(ii) In respect of inventories :

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

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

(c) The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records;

(iii) (a) The company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly Clause 3(b), 3(c) & 3(d) of the Companies (Auditor’s Report ) Order, 2003 are not applicable to the Company;

(b) The Company has taken unsecured loan from company, firms, parties covered in register maintained under Section 301 of the Act. The number of parties is three and amount involved is Rs. 418 Lac. The Company has not taken any secured loan from company, firms, parties covered in register maintained under Section 301 of the Act;

(c) Rate of interest is Nil and other terms and conditions of loans taken by the Company, secured or unsecured, are not prima facie prejudicial to the interest of the Company;

(d) Repayment of principal amounts to Rs.215 lac(three parties); and

(e) Balance outstanding as on 31.03.2010 is Rs.1129 lac( one party),which is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any weakness in internal controls;

(v) (a) In respect of contracts or arrangements referred to in Section 301 of the Act, all particulars have been entered in the register required to be maintained under this section; and

(b) In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lac only) or more in respect of each party;

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public, and hence, the directives issued by the Reserve Bank of India and provisions of Section 58A, and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

(vii) The Company has an internal audit system, the scope and coverage of which is commensurate with its size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of Companys activities.

(ix) I n respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, Service Tax and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable;

(b) As per the records of the Company, the Company has no disputed dues of Sales Tax/ Income Tax/ Custom Duty/Excise Duty/Education Cess / Service Tax / Wealth Tax as on 31-03-2010;

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

(xi) The Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as on the Balance Sheet date;

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities;

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / societies. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company;

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures, and other investments have been held by the Company in its own name;

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions during the year;

(xvi) In our opinion and according to information and explanations given to us, term loans had been applied for the purpose for which the loans were obtained;

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investments;

(xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of Act,1956;

(xix) The Company has not issued any debentures;

(xx) The Company has not raised any money by way of public issue during the year under audit;

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For Tayal & Co

Chartered Accountants

(Firm Registration No. 001845N)

(CA R.A. Gupta) Place : Faridabad Partner

Date : 31.05.2010 Membership No 080997